SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
ELAST TECHNOLOGIES, INC.,
A Nevada corporation (Exact name of registrant as
specified in its charter)
NEVADA 88-0380544
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of registrant's principal executive offices) (Zip Code)
702.240.0124
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered: each class is to be registered:
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par value $.001
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
Attorneys-at-Law
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
Page 1 of 43
Exhibit Index is specified on Page 14
<PAGE>
Elast Technologies, Inc.,
A Nevada Corporation
Index to Form 10-SB Registration Statement
<TABLE>
<CAPTION>
Item Number and Caption Page
<S> <C>
1. Description of Business 3
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
3. Description of Property 9
4. Security Ownership of Certain Beneficial Owners and Management 9
5. Directors, Executive Officers, Promoters and Control Persons 10
6. Executive Compensation - Remuneration of Directors and Officers 11
7. Certain Relationships and Related Transactions 11
8. Legal Proceedings 12
9. Market For Common Equity and Related Shareholder Matters 12
10. Recent Sales of Unregistered Securities 12
11. Description of Securities 13
12. Indemnification of Officers and Directors 13
13. Financial Statements 14
14. Changes in and Disagreements with Accountants 14
15. Financial Statements and Exhibits
15(a) Index to Financial Statements 14
Financial Statements F-1 through F-4
15(b) Index to Exhibits 14
Exhibits E-1 through E-24
Signatures 15
</TABLE>
2
<PAGE>
Item 1. Description of Business.
Development of the Company. Med Mark, Inc., a Nevada corporation
("Company"), was incorporated in the State of Nevada on November 5, 1996. On or
about June 29, 1998, the Company filed a Certificate of Amendment to its
Articles of Incorporation changing the name of the Company to Elast
Technologies, Inc. The executive offices of the Company are located at 2505
Rancho Bel Air, Las Vegas, Nevada 89107. The Company's telephone number is
(702)240-0124.
Business of the Company. The Company was organized to engage in the
business of marketing health related products, including vitamins and
nutritional supplements and non-regulated medical equipment and supplies. The
Company does not plan to develop its own products; rather, the Company plans to
obtain marketing and distribution rights to existing products or products
currently in development by others. Therefore, the Company does not anticipate
spending any significant portion of its resources on product development.
Further, the Company's current business plan is to acquire controlling interest
in the capital stock of other corporations which are presently active in the
health products industry.
On or about June 18, 1998, the Company acquired all of the issued and
outstanding capital stock of Elast Technologies Corporation, a Delaware
corporation ("Elast Delaware"), and, as specified above, changed the Company's
name from Med Mark, Inc. to Elast Technologies, Inc. Pursuant to this
acquisition, the Company controls Elast Delaware's right to exploit and develop
a patented allergy-testing device ("ELAST Device", U.S. Patent No. 5413113,
issued on or about May 9, 1995), which was invented by Robert D. Milne, M.D., a
board-certified family practice physician with extensive experience in allergy
testing and preventative medicine. Dr. Milne is currently the Chairman of the
Board of Directors of the Company and is also President, Secretary/Treasurer and
a director of Elast Delaware. The Company and Elast Delaware therefore are under
common management. Elast Delaware spent significant amounts of time during its
last two fiscal years on research and development activities relating to the
ELAST Device.
On or about June 12, 1996, Dr. Milne executed a license agreement with
Elast Delaware granting Elast Delaware the exclusive right to develop, test,
manufacture and market the ELAST Device for three (3) years, or such period as
Elast Delaware uses reasonable diligence in developing, testing, manufacturing
and marketing the ELAST Device, whichever period is longer. Dr. Milne may also
terminate the license agreement if Elast Delaware files a bankruptcy petition;
if Elast Delaware is wound up and dissolved or otherwise ceases to exist; or if
Elast Delaware breaches a material term of the license agreement without
diligently commencing to correct such a material breach within thirty (30) days
after written notice of such breach from Dr. Milne.
The ELAST Device is based on the clinical observation that the human body
loses energy (that is, the body's normal electrical flow is interrupted) when
exposed to a substance to which that body is sensitive or allergic. The energy
loss is rapid and is measured in micro-voltage. The ELAST Device measures the
body's energy loss and documents it graphically, providing the treating
physician with an accurate assessment of a patient's sensitivity. Elast Delaware
has contracted with Draper Laboratory to construct a prototype ELAST Device
which is substantially completed. Elast Delaware intends to clinically test the
device under the direction of Dr. Milne. After clinical testing, the ELAST
Device will be submitted to the United States Food and Drug Administration
("FDA") for approval.
Human therapeutic products are subject to rigorous pre-clinical and
clinical testing and other approval procedures. The FDA and comparable foreign
government regulatory agencies require laboratory and clinical testing and other
costly and time-consuming procedures before medical products such as the ELAST
Device can be marketed. Various federal, state and foreign statutes also govern
or affect the manufacturing, safety, labeling, storage, and marketing of such
products, as well as record-keeping incidental to such marketing.
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<PAGE>
Obtaining such approvals, and maintaining ongoing compliance with these
requirements can require the expenditure of significant resources. To date,
Elast Delaware has not determined what procedures, if any, will be required in
this regard and has not begun any of these procedures. Elast Delaware is
currently investigating the possibility that the ELAST Device falls under a
category for which FDA approval has already been given. Management of Elast
Delaware anticipates that the ELAST Device may be included in such a category,
but research is currently being done by Elast Delaware to determine regulatory
requirements.
In addition, regulatory testing and approval would require significant
funding and, in the event that such funding exceeded the present capabilities of
Elast Delaware, or the Company, Elast Delaware might be unable to market the
ELAST Device.
In the event the FDA or another domestic or foreign regulatory agency
requires approval and testing of the ELAST Device prior to its commercial
exploitation, neither Elast Delaware nor the Company can provide any assurances
that testing procedures will be successfully completed or, if completed, such
tests will demonstrate that the ELAST Device is safe and efficacious. There can
also be no assurances that any required government approvals will be obtained.
Accordingly, there can be no assurance that Elast Delaware will be able to
market the ELAST Device in the United States or any foreign country. The same
holds true for any other products which the Company may develop. Any failure by
the Company, its subsidiaries, collaborators or licensees to obtain any required
regulatory approvals or licenses would adversely affect the ability of the
Company to market its products and would have a significant adverse affect on
the Company's revenues.
Employees. The Company currently has no employees. Elast Delaware currently
has only one employee, Dr. Milne. Management of the Company anticipates using
consultants for business, accounting, engineering, and legal services on an
as-needed basis. Because the Company anticipates entering into licensing and
manufacturing agreements with third parties, the Company anticipates that it
will require very few employees other than Dr. Milne, if any, during the next
fiscal year.
Competition. Because the ELAST Device is based on a new concept in
diagnostics and is patented, there are currently no direct competitors with a
similar product in the marketplace. The ELAST Device is a stand-alone product
that can be attached to the serial port of a home computer. Once the ELAST
Device gains product acceptance in the medical community, the Company
anticipates physicians will prescribe home-testing.
However, competition in the non-regulated medical products industry,
generally, is intense. The Company and its subsidiaries compete directly with
other companies and businesses that have developed and are in the process of
developing technologies and products which will be competitive with the products
developed and offered by the Company and its subsidiaries. There can be no
assurance that other technologies or products which are functionally equivalent
or similar to the technologies and products of the Company and its subsidiaries
have not been developed or are not in development. The Company expects that
companies or businesses which may have developed or are developing such
technologies and products as well as other companies and businesses which have
the expertise which would encourage them to develop and market products directly
competitive with those developed and marketed by the Company. Many of these
competitors have greater financial and other resources, and more experience in
research and development, than the Company.
For example, according to its 1994 Annual Report, Bayer Corporation
(formerly Miles, Inc.) holds over 50% of the worldwide allergy testing market,
exclusive of in vitro testing. In 1994, Pharmacia (now Pharmacia & Upjohn, Inc.)
held approximately 73% of the worldwide market share for in vitro allergy tests.
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<PAGE>
The Company's additional competitors in this area include Sanofi, Ciba Corning
and Diagnostic Products Corporation.
There can be no assurance that competitors have not or will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or which would render the products of
the Company obsolete and noncompetitive. Many of the competitors of the Company
have substantially greater experience, financial and technical resources and
production, marketing and development capabilities than the Company. If the
Company commences commercial sales of its products, it will also be competing
with respect to manufacturing efficiency and sales and marketing capabilities.
Compliance with Environmental Laws. Elast Delaware's management believes
that no toxic or hazardous materials will be byproducts of the manufacturing
processes of the ELAST Device; accordingly, as the Company is not presently
manufacturing any products, and does not anticipate doing so in the near future,
management of the Company believes the neither the Company nor Elast Delaware
will have material expenditures related to the cost of compliance with
applicable environmental laws, rules or regulations. The Company believes that
it is presently in compliance with all applicable federal, state and local
environmental laws, rules and regulations. Furthermore, because management of
Elast Delaware intends to license the manufacturing rights to the ELAST Device
to third parties, it is not anticipated that the Company will become subject to
any such restrictions. However, at some time in the future, the research,
development, manufacturing and production processes of the Company, or its
wholly-owned subsidiaries, may involve the controlled use of hazardous
materials. The Company, and its wholly-owned subsidiaries, may be subject to
various laws and regulations governing the use, manufacture, storage, handling,
and disposal of such materials and certain waste products. The risk of
accidental contamination or injury from hazardous materials cannot be completely
eliminated. In the event of such an accident, the Company, or its wholly-owned
subsidiaries, or both the Company and its subsidiaries, could be held liable for
any damages that result and any such liability could exceed the financial
resources of the Company. In addition, there can be no assurance that in the
future the Company or its subsidiaries will not be required to incur significant
costs to comply with environmental laws and regulations relating to hazardous
materials. The Company cannot estimate the potential costs of complying with
local, state, and federal environmental laws.
Reports to Security Holders. Although the Company is not required to
deliver an annual report to security holders, the Company intends to provide an
annual report to its security holders, which will include audited financial
statements. The Company is not a reporting company with the Securities and
Exchange Commission ("SEC"). In the event that the Company becomes a reporting
company with the SEC, the public may read and copy any materials filed with the
SEC at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington,
D.C. 20549. The public may also obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC. The address
of that site is http://www.sec.gov. The Company does not currently maintain its
own Internet address.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Company anticipates marketing health related products, including
vitamins and nutritional supplements and non-regulated medical equipment and
supplies. The Company currently has one existing marketing agreement and plans
to add more products to its line. These products will be marketed to alternative
medicine practitioners, health food stores and other wholesale and resale
sources. Other than the ELAST Device owned by the Company's wholly-owned
subsidiary, Elast Delaware, discussed in Item 1 above, the Company does not
currently have any plans to develop any of its own products; rather, it will
5
<PAGE>
acquire the right to sell or distribute existing products or obtain licensing,
marketing, distribution or other rights to such products. Therefore, other than
costs related to the continued development of the ELAST Device, the Company does
not anticipate spending any significant portion of its resources on product
development.
Elast Delaware will focus its initial marketing and distribution efforts on
development and commercial exploitation of the ELAST Device. The Company will
focus its initial marketing and distribution efforts in the vitamin, mineral and
herb segment of the health supplement industry. The Company plans to establish a
marketing network and add additional products as opportunity allows, either
through licensing the products of others or through corporate acquisitions, as
was the case with Elast Delaware and the ELAST Device. The Company will seek to
establish relationships with alternative medicine practitioners and others who
will sell the Company's products to the public. Elast Delaware plans to lease or
license the ELAST Device (as opposed to selling it to physicians) because Elast
Delaware believes that such a plan reduces its initial capital investment,
minimizes variable costs, and creates a stable customer base.
The business of the Company and its subsidiaries will expose them to
potential product liability risks that are inherent in the testing,
manufacturing and marketing of medical products. Neither the Company nor its
subsidiaries currently have product liability insurance, and there can be no
assurance that the Company or its subsidiaries will be able to obtain or
maintain such insurance on acceptable terms or, if obtained, that such insurance
will provide adequate coverage against potential liabilities. The Company faces
an inherent business risk of exposure to product liability and other claims in
the event that the development or use of its technology or products is alleged
to have resulted in adverse effects. Such risk exists even with respect to those
products that are manufactured in licensed and regulated facilities or that
otherwise possess regulatory approval for commercial sale. There can be no
assurance that the Company will avoid significant product liability exposure.
There can be no assurance that insurance coverage will be available in the
future on commercially reasonable terms, or at all, that such insurance will be
adequate to cover potential product liability claims or that a loss of insurance
coverage or the assertion of a product liability claim or claims would not
materially adversely affect the Company's business, financial condition and
results of operations. While the Company and its subsidiaries have taken, and
will continue to take, what they believe are appropriate precautions, there can
be no assurance that they will avoid significant liability exposure. An
inability to obtain product liability insurance at acceptable cost or to
otherwise protect against potential product liability claims could prevent or
inhibit the commercialization of products developed by the Company or its
subsidiaries. A product liability claim could have a material adverse effect on
the Company's business, financial condition and results of operations, or that
of its subsidiaries.
The strategy of the Company for growth is substantially dependent upon its
ability to market and distribute products successfully. Other companies,
including those with substantially greater financial, marketing and sales
resources, compete with the Company, and have the advantage of marketing
existing products with existing production and distribution facilities. There
can be no assurance that the Company will be able to market and distribute
products on acceptable terms, or at all. Failure of the Company to market its
products successfully could have a material adverse effect on the Company's
business, financial condition or results of operations.
The non-regulated medical products industry has been under increasing
scrutiny by various state and federal regulatory agencies. While the Company
does not presently require any government approval to promote its vitamin,
mineral and herb health supplements, the Company may be subject to various forms
of government regulations, including consumer safety laws and environmental
safety laws. Any future violation of, and the cost of compliance with, these
laws and regulations could have a material adverse effect on the Company's
business, financial condition and results of operations.
6
<PAGE>
The non-regulated medical products industry is rapidly changing through the
continuous development and introduction of new products. The strategy of the
Company for growth is substantially dependent upon its ability to introduce
successfully new products. Accordingly, the ability of the Company to compete
may be dependent upon the ability of the Company to continually enhance and
improve its products. There can be no assurance that competitors will not
develop technologies or products that render the products of the Company
obsolete or less marketable. The Company may be required to adapt to
technological changes in the industry and develop products to satisfy evolving
industry or customer requirements, any of which could require the expenditure of
significant funds and resources, and the Company does not have a source or
commitment for any such funds and resources. Development efforts relating to the
production and distribution of the various products to be developed by the
Company are not substantially completed. Accordingly, the Company might be
required to refine and improve those products. Continued refinement and
improvement efforts remain subject to the risks inherent in new product
development, including unanticipated technical or other problems which could
result in material delays in product commercialization or significantly increase
costs.
Liquidity and Capital Resources. During the six months ended June 30, 1998,
the Company realized $397,000 through the sale of common stock, issuance of
common stock as a result of the exercise of warrants, and the payment of a stock
subscription receivable. After payment of development and operating expenses,
the Company had cash resources of $413,000 at June 30, 1998. The cash and
equivalents constitute the Company's present internal sources of liquidity.
Because neither the Company nor its subsidiaries are generating any revenues
from the sale or licensing of their products, the Company's only external source
of liquidity is the sale of its capital stock.
The Company believes these cash resources are sufficient to complete
prototype development and clinical trials of the ELAST Device. If the ELAST
Device is approved by the FDA, the Company believes that it will be able to
raise the amounts necessary to begin production of the ELAST Device through the
sale of equity, incurring debt, or both. Should the development of the prototype
or clinical testing of the prototype take longer than anticipated, or if the
results of testing require significant modifications to the ELAST Device,
sufficient funds may not be available to enable the device to be completed and
brought to market during the time period currently anticipated by the Company,
or at all.
Sales of common stock and exercise of warrants pursuant to an offering of
unregistered securities by Elast Delaware resulted in cash flows of $197,000 and
$189,990, respectively, in the year to date ended June 30, 1998. Collection of
an outstanding receivable relating to the sale of common stock resulted in an
additional $10,000 of cash flow to the Company or its subsidiaries.
On August 29, 1997, the Company commenced an offering of 1,200,000 shares
of its common stock, offering price $.05 per share, pursuant to a registration
statement filed with the State of Nevada pursuant to the requirements of Nevada
Revised Statutes Section 90.490, and in reliance on an exemption from
registration pursuant to the Securities Act of 1933, provided by Rule 504 of
Regulation D of that Act. The Company sold a total of 920,000 shares of common
stock pursuant to that offering. Gross proceeds from the offering were $46,000
in cash, obtained from 37 non-accredited investors.
Results of Operations. The Company has not yet realized any revenue from
operations, nor does it expect to in the foreseeable future. Loss from
operations increased from $38,000 in 1996 to $63,000 in 1997 due primarily to an
increase in the cost of developing the prototype ELAST Device. Loss increased
from $14,460 in the second quarter of 1997 to $49,137 in the same period of
1998. Loss for the six months ended June 30, 1998 was $242,071 compared to
$22,168 for the same period in 1997. The majority of this increase resulted from
compensation costs, which were paid through the issuance of common stock. Legal
and professional costs increased significantly from $4,046 for the year to date
period ending June 30, 1997
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to $11,844 for the comparable period ending June 30, 1998; those increases were
due to costs associated with the Company's acquisition of the capital stock of
Elast Delaware and a merger between Elast Delaware and Elast Merger, Inc., a
Nevada corporation. The Company has expended $25,000 for public relations
expenses for the year to date ended June 30, 1998, a significant increase from
the comparable period ending June 30, 1997.
The commencement of compensation costs and travel costs in 1998 relate to
the Company's preparation for clinical testing of the ELAST Device. Continuing
compensation costs in the last six months of 1998 should be at substantially
smaller amounts than those incurred in the first three months of 1998. Legal and
public relations costs in the first six months of 1998 relate to the merger of
Elast Delaware with Elast Merger, Inc., a Nevada corporation, and costs
associated with providing the investment community and the Company's
shareholders with current information. The Company anticipates that it has
current cash reserves to satisfy its cash requirements and will not be required
to raise additional funds in the next 12 months; however, the Company may raise
additional funds as part of its plan to continue the acquisition of new products
or, in the alternative, other corporations or business entities which own or
control such products.
Manufacturing and Marketing the Company's Products. The Company anticipates
that it will purchase its products from a wide variety of sources and does not
anticipate any supply problems. As for Elast Delaware, since the principal
components of the ELAST Device consist of electronic parts that are readily
available, Elast Delaware does not anticipate that its manufacturer will have
any supply problems. Neither the Company's operations nor Elast Delaware's
operations are effected by any seasonal factors.
Once testing of the ELAST Device is completed, and assuming FDA approval is
received, the Company will manufacture, or cause to be manufactured, about 200
units, which will be provided to a target group of physicians including eye,
ear, nose and throat specialists, chemical ecologists, and allergy specialist
medical doctors, naturopaths, and chiropractors. Thereafter, the ELAST Device
will be marketed to physicians and hospitals to test for prescription drug
compatibility with patients to avoid iatrogenic (drug- related) illnesses. The
Company's overall operating plan is to market the initial product as a
stand-alone device that can be attached to "medical environment" computers. Once
the product gains acceptance in the medical community, the Company anticipates
that a patient home-testing unit will be developed.
The size and scope of the health and nutritional food supplement business
is difficult to determine. Certain foods may or may not be considered health
foods. Estimates of the health food industry's gross sales run as high as $120
billion per year. In such a vast industry there are many segments and
crossovers. With that in mind, the Company plans to focus its initial efforts on
the vitamin, mineral and herb segment of the industry. The Company plans to
build a marketing network and add other products as opportunity and finances
allow. The Company will seek to establish relationships with alternative
medicine practitioners and others who will sell the Company's products to the
public.
The Company plans to focus its initial marketing efforts on the states of
Nevada, Utah and California. The Company hopes to become national in scope and
is considering advertising in national publications as it broadens its product
line. The Company plans to market its products by distributing brochures and
price lists through the mails. Follow-up calls will be made to promising
prospects. This approach will be the Company's primary marketing method.
The Company also plans to place advertisements in magazines that promote
various sports and activities. These sources, as well as magazines promoting
health products and targeted to the alternative medicine practitioner, will be
the main focus of the Company's magazine advertising. To support the magazine
advertising, the Company will seek regional marketing contracts with existing
manufacturing
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representatives. Currently the Company has no contractual relationships with
such representatives and no assurance can be given that such representation will
be available on terms and conditions that will allow the Company to sell its
products profitably.
Item 3. Description of Property
Property held by the Company. The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiary, Elast Delaware. All
significant intercompany transactions have been eliminated. As of the dates
specified in the following table, the Company held the following property:
================================================================================
Property June 30, 1998 June 30,1997
================================================================================
Cash and equivalents $414,003.00 $147,334.00
================================================================================
License to use Patent No. 5413113 $800.00 $800.00
================================================================================
Retainer with Certified Public Accountants $2,000.00 $0.00
- --------------------------------------------------------------------------------
The Company defines cash equivalents as all highly liquid investments with
a maturity of 3 months or less when purchased. The Company does not presently
own any interests in real estate. The Company does not presently own any
inventory or equipment.
Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. Other than officers
and directors, there are no persons who are beneficial owners of 5% or more of
the Company's issued and outstanding common stock.
(b) Security Ownership of Management. The directors and principal executive
officers of the Issuer beneficially own, in the aggregate, 2,780,808 shares of
the Issuer's common stock, or approximately 40.3% of the issued and outstanding
shares, as set forth on the following table:
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Percent of
of Beneficial Owner Nature of Class
Beneficial Owner
<S> <C> <C> <C>
Common Stock Dr. Robert Milne 2,503,476 36.3%
2432 Greens Ave.
Henderson, NV 89014
Common Stock Thomas Krucker 277,332 4.0%
2505 Rancho Bel Air
Las Vegas, NV 89107
All officers and directors
as a group 2,780,808 40.3%
</TABLE>
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Dr. Milne, the Chairman of the Board, owns 2,383,476 shares of the Issuer's
common stock, or approximately 34.6% of the issued and outstanding common stock.
Dr. Milne's spouse, Julie Milne, and immediate family members residing with him,
Drew Milne, Meredith Milne and Brook Milne, own, in the aggregate, an additional
110,000 shares of the Issuer's common stock, or approximately 1.6% of the issued
and outstanding common stock. The Milne Medical Center, an affiliate of Dr.
Milne, owns 10,000 shares of the Issuer's common stock, or approximately 0.15%
of the issued and outstanding common stock. Thomas Krucker, the President and
Chief Executive Officer of the Issuer, owns 180,000 shares of the Issuer's
common stock, or approximately 2.6% of the issued and outstanding common stock.
Mr. Krucker's spouse, Katherine, and an immediate family member residing with
him, Kimberly Krucker, own, in the aggregate, 97,332 additional shares of the
Issuer's common stock, or approximately 1.4% of the issued and outstanding
common stock.
Changes in Control. Management of the Company is not aware of any
arrangements which may result in "changes in control" as that term is defined by
the provisions of Item 403(c) of Regulation S-B. On or about June 10, 1998,
Elast Technologies Corporation, a Delaware corporation ("ETC"), merged with an
into Elast Merger, Inc., a Nevada corporation, a wholly-owned subsidiary of Med
Mark, Inc., a Nevada corporation ("Company"). ETC was the surviving corporation,
and is now a wholly-owed subsidiary of the Company. Shareholders who formerly
held stock in ETC received 4 shares of the Company's common stock for each share
of their ETC stock on or about June 30, 1998, with the result that the former
shareholders of ETC now hold a controlling interest in the Company. The Company
changed its name from Med Mark, Inc. to Elast Technologies, Inc. on or about
June 29, 1998.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The directors and principal executive officers of the Company are as
specified on the following table:
================================================================================
Name Age Position
================================================================================
Thomas Krucker 58 President and Director
================================================================================
Robert D. Milne, M.D. 51 Chairman of the Board of Directors
================================================================================
Thomas Krucker is the President, Chief Executive Officer, and a director of
the Company. His term of office as a director expires in 1999. Mr. Krucker
graduated from the University of Arizona in 1962 and received a Juris Doctorate
degree from Pepperdine University in 1969. From 1990 through 1994 he was the
president of Pacific Snax, Inc., a California corporation which produced and
distributed light snacks sold to retail outlets and the food service industry.
Pacific Snax filed a bankruptcy petition pursuant to Chapter 11 of the United
States Bankruptcy Code in 1994 after Mr. Krucker had left that company. Mr.
Krucker is currently the chief operating officer of Fun City Popcorn, Inc., a
Nevada corporation which recently changed its name to Tone Products. Based in
Chicago, Tone Products produces a wide range of food products, including
concentrated base for juices, sauces and syrups.
Robert D. Milne, M.D. is the Chairman of the Board of Directors of the
Company. His term of office as a director expires in 1999. Dr. Milne is a
board-certified family practice physician with extensive experience in allergy
testing and preventative medicine. He is also the inventor of the ELAST Device.
Before starting his own practice at the Milne Medical Center in Las Vegas,
Nevada, Dr. Milne was Medical Director at the Omni Medical Center and also
practiced medicine at the Nevada Clinic after previous assignments in emergency
medicine and a family practice. Dr. Milne is the author of numerous papers in
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the medical field and has authored several books, including The Definitive Guide
to Headaches and The Photon Connection - Energy for the New Millennium.
There is no family relationship between Mr. Krucker and Dr. Milne. Other
than Dr. Milne, there are no significant employees expected by the Company to
make a significant contribution to the business of the Company.
There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining either Mr. Krucker or Dr. Milne from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are either Mr. Krucker or Dr. Milne the officers or directors of any
corporation or entity so enjoined.
Item 6. Executive Compensation - Remuneration of Directors and Officers.
Specified below, in tabular form, is the aggregate annual remuneration of
the Company's Chief Executive Officer and the four (4) most highly compensated
executive officers other than the Chief Executive Officer who were serving as
executive officers at the end of the Company's last completed fiscal year.
================================================================================
Name of individual or Capacities in which Aggregate
Identity of Group remuneration was received remuneration
- --------------------------------------------------------------------------------
None(1) None None
================================================================================
There was no compensation paid to any executive officer of Elast Delaware
during that corporation's last completed fiscal year.
Item 7. Certain Relationships and Related Transactions
Compensation to Officers and Directors of the Company As of December 31,
1997, no compensation has been paid or accrued to any of the officers or
directors of the Company.
Related Party Transactions. Dr. Milne, the Chairman of the Board of the
Company, provides office space and services to the Company, at no cost to the
Company. At such time as the Company begins receiving revenue from operations,
management of the Company anticipates that the Company will begin paying rent
for 800 square feet of this office space, at a rate of $1,200 per month.
As of June 30, 1998, compensation of $152,804 in the form of common stock
has been paid or accrued to the officers or directors of the Company. No such
compensation to the officers or directors of the Company was outstanding or paid
as of June 30, 1997.
Licensing Agreement Was Not the Result of Arms-Length Negotiations. As set
forth above, on or about June 12, 1996, Elast Delaware acquired a license from
Robert D. Milne, M.D., who was, at that time, Chairman of the Board of Directors
and a major shareholder of Elast Delaware, whereby Elast Delaware
- ----------
(1) The officers and directors of the Company received no direct compensation
from the Company during the Company's most recent fiscal year. The officers
and directors of the Company are reimbursed for expenses incurred on behalf
of the Company.
11
<PAGE>
acquired the exclusive right to develop, manufacture and market the ELAST
Device. Elast Delaware issued to Dr. Milne 800,000 shares of its common stock to
acquire the licensing rights. The Company believes that the fair market value of
800,000 shares of Elast Delaware's common stock at the time of the transaction
was $800.00. Kelly & Company, Elast Delaware's independent certified public
accountants, determined that 800,000 shares of Elast Delaware's common stock was
fair consideration for the license agreement with Dr. Milne. Because
modifications may be made during the development and testing of the ELAST
Device, it is not certain that the final technology developed by Elast Delaware
will be protected by the original patent.
Transactions with Promoters. Thomas Krucker and Dr. Milne were the
promoters of the Company. Mr. Krucker received 50,000 shares of common stock of
the Company for his management and organizational services provided to the
Company. Dr. Milne received all of his shares of common stock of the Company
pursuant to the licensing agreement for the ELAST Device.
Item 8. Legal Proceedings
There are no legal actions pending against the Company nor are any such
legal actions contemplated.
Item 9. Market For Common Equity and Related Stockholder Matters
The Company participates in the OTC Bulletin Board, an electronic quotation
medium for securities traded outside of the Nasdaq Stock Market, and prices for
the Company's common stock are published on the OTC Bulletin Board under the
trading symbol "ESTG". This market is extremely limited and the prices quoted
are not a reliable indication of the value of the Company's common stock. Over
the last 52 weeks, the Company's common stock had a low bid price of $1.00 per
share and a high bid price of $3.25 per share. The bid price is currently
approximately $2.50 per share.
The Company was listed with Standard & Poor's Corporation Records by
publication on or about December 3, 1998. As of June 30, 1998, there were 10,000
warrants to purchase common stock at $1.50 per share outstanding, which warrants
expire by their own terms on September 30, 1999. There have been no cash
dividends declared on the Company's common stock in the last two fiscal years.
Dividends are declared at the sole discretion of the Company's Board of
Directors.
Item 10. Recent Sales of Unregistered Securities
There have been sales of unregistered securities within the last three (3)
years which would be required to be disclosed pursuant to Item 701 of Regulation
S-B, except for the following:
On or about December 9, 1996, Elast Delaware sold 136,668 units, at $1.50
per unit, in a private placement offering in reliance upon the exemptions from
registration provided in Sections 4(2), 4(6) and 3(b) of the Securities Act of
1933, as amended, and Regulation D promulgated by the Securities and Exchange
Commission. Specifically, the offer was made to "accredited investors", as that
term is defined under applicable federal and state securities laws, and no more
than 35 non-accredited investors. Each unit was comprised of one share of Elast
Delaware's unregistered and restricted one mill ($.001) par value common stock
and one warrant to purchase an additional unregistered and restricted share of
Elast Delaware's common stock at a price of $1.50 per share. The offering price
for the units was arbitrarily set by Elast Delaware and had no relationship to
assets, book value, revenues or other established criteria of value. The
warrants and the shares of common stock issuable upon its exercise were
non-transferrable and were restricted securities as defined by Rule 144 of the
Securities Act of 1933. The proceeds of the offering were used to pay for past
expenses incurred in designing the ELAST Device and for costs incurred to
refine, engineer and test the ELAST Device and to produce and market a limited
initial production run of the Device, and also to pay
12
<PAGE>
Elast Delaware's start-up costs, including legal fees and equipment and office
expenses. There were 136,668 warrants issued as a result of the 1996 private
placement offering which expire on September 30, 1999. As of June 30, 1998,
126,668 of the warrants have been exercised at $1.50. There were no commissions
paid on the sale of units.
Item 11. Description of Securities
The Company is authorized to issue 10,000,000 shares of common stock, $.001
par value, each share of common stock having equal rights and preferences,
including voting privileges. As of June 30, 1998, 6,876,116 shares of the
Company's common stock were issued and outstanding.
The shares of $.001 par value common stock of the Company constitute equity
interests in the Company entitling each shareholder to a pro rata share of cash
distributions made to shareholders, including dividend payments. The Bylaws of
the Company specify how the cash available for distribution, whether occurring
from operations or sales or refinancing, is to be shared among the shareholders.
The holders of the Company's common stock are entitled to one vote for each
share of record on all matters to be voted on by shareholders. There is no
cumulative voting with respect to the election of directors of the Company or
any other matter, with the result that the holders of more than 50% of the
shares voted for the election of those directors can elect all of the Directors.
The holders of the Company's common stock are entitled to receive dividends
when, as and if declared by the Company's Board of Directors from funds legally
available therefor; provided, however, that cash dividends are at the sole
discretion of the Company's Board of Directors. In the event of liquidation,
dissolution or winding up of the Company, the holders of common stock are
entitled to share ratably in all assets remaining available for distribution to
them after payment of liabilities of the Company and after provision has been
made for each class of stock, if any, having preference in relation to the
Company's common stock. Holders of the shares of Company's common stock have no
conversion, preemptive or other subscription rights, and there are no redemption
provisions applicable to the Company's common stock. All of the outstanding
shares of Company's common stock are duly authorized, validly issued, fully paid
and non-assessable.
Item 12. Indemnification of Directors and Officers
Article Twelfth of the Company's Articles of Incorporation provides that no
director or officer of the Company shall be personally liable to the Company or
any of its stockholders for damages for breach of fiduciary duty as a director
or officer involving any act or omission of any such director or officer;
provided, however, that the foregoing provision does not eliminate or limit the
liability of a director or officer for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.
The Company will enter into indemnification agreements with each of its
executive officers pursuant to which the Company agrees to indemnify each such
person for all expenses and liabilities, including criminal monetary judgments,
penalties and fines, incurred by such person in connection with any criminal or
civil action brought or threatened against such person by reason of such person
being or having been an officer or director or employee of the Company. In order
to be entitled to indemnification by the Company, such person must have acted in
good faith and in a manner such person believed to be in the best interests of
the Company and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
POLICY AND, THEREFORE, UNENFORCEABLE.
13
<PAGE>
Item 13. Financial Statements.
Copies of the financial statements specified in Regulation 228.310 (Item
310) are filed with this Registration Statement, Form 10-SB (see Item 15 below).
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no changes in or disagreements with the Company's
accountants since the formation of the Company required to be disclosed pursuant
to Item 304 of Regulation S-B.
Item 15. Financial Statements and Exhibits
(a) Index to Financial Statements. Page
Elast Technologies, Inc.:
Balance Sheet for the Period Ending September 30, 1998 F-1
Statement of Operations for the periods ending September 30, 1998
and 1997 and the quarters ending September 30, 1998 and 1997 F-2
Statement of Shareholders' Equity
for the period ending September 30, 1998 F-3
Statement of Cash Flows for the period ending September 30, 1998 F-4
(b) Index to Exhibits.
Copies of the following documents are filed with this Registration
Statement, Form 10-SB as exhibits:
Index to Exhibits Page
- ----------------- ----
1 Corporate Charter of Med Mark, Inc. E-1
(Charter document)
2 Bylaws of Med Mark, Inc. E-2 through E-16
(Instrument defining the rights of
Security holders)
3 Articles of Incorporation of E-17 through E-22
Med Mark, Inc. (Charter document)
4 Certificate of Amendment to the E-23 through E-24
Articles of Incorporation of Med
Mark, Inc. (Charter document)
14
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, Elast Technologies, Inc. has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on February 1, 1999.
Elast Technologies, Inc.,
a Nevada corporation
By: /s/ Thomas Krucker
--------------------------
Thomas Krucker
Its: President
15
<PAGE>
ELAST TECHNOLOGIES CORP, INC
( A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
(Unaudited)
Y/T/D ENDED Y/T/D ENDED
30-Sep-98 31-Dec-97
--------- ---------
CURRENT ASSETS:
Cash & equivalent $355,521 $108,280
License $800 $800
Retainer $2,000
--------- ---------
TOTAL CURENT ASSETS $358,321 $109,080
========= =========
FIXED ASSETS, net $2,678
---------
TOTAL ASSETS $360,999
=========
Liabilities
Accounts payable $1,925 $1,925
--------- ---------
Total Liabilities $1,925 $1,925
========= =========
Shareholder' equity
Common stock ($.001 par value; 25,000,000 shares
authorized; 6,896,116 and 942,001 shares issued
and outstanding at June 30, 1998 and
June 30, 1997, respectively $5,954 $942
Additional paid-in-capital $751,084 $217,244
Deficit accumulated during the development stage ($397,964) ($101,031)
--------- ---------
$359,074 $117,155
Less; common stock subscription receivable $0 ($10,000)
--------- ---------
Total shareholders' equity $359,074 $107,155
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $360,999 $109,080
========= =========
F-1
<PAGE>
ELAST TECHNOLOGIES CORP, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Y/T/D ENDED QTR ENDED
30-Sep-98 30-Sep-97 30-Sep-98 30-Sep-97
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
REVENUE
COST OF SALES
GROSS PROFIT
COMPENSATION $152,804
RESEARCH & DEVELOPMENT $20,151 $17,865 $3,000 $12,162
TRAVEL & ENTERTAINMENT $50,109 $16,081
LEGAL & PROFESSIONAL $37,828 $4,719 $21,634 $583
PUBLIC RELATIONS $40,000 $10,500 $15,000
OTHER OPERATING COSTS & EXPENSES $6,289 $1,829 $7,896
--------- --------- --------- ---------
TOTAL OPERATING COSTS $307,181 $34,913 $63,611 $12,745
--------- --------- --------- ---------
OTHER INCOME & EXPENSES
INTEREST INCOME ($9,306) ($7,555)
---------
--------- --------- --------- ---------
NET LOSS $297,875 $34,913 $56,056 $12,745
--------- --------- --------- ---------
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
ELAST TECHNOLOGIES CORP, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLHERS' EQUITY
FOR THE SIX MONTHS ENDING SEPTEMBER 30, 1998
Deficit Accumulated Less: common stock
Common Shares Additional During the Subscription
Number Amount Pd-In Capital Development Stage Subtotal Receivable Total
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1997 942,001 $942 $217,244 ($101,031) $117,155 ($10,000) $107,155
Additional shares resulting
from 4 for 1 stock split 2,826,003 $2,826 ($2,826)
Issuance of common stock
in conjunction with reverse
merger 1,220,000 $1,220 ($1,220)
Issuance of common stock
upon exercise of warrants $506,640 $507 $189,483 $189,990 $189,990
Issuance of common stock
for cash $394,000 $394 $196,606 $197,000 $197,000
Collection of note receivable $10,000 $10,000
Issuance of common shares
for services $1,007,472 $1,007 $151,797 $152,804 $152,804
Net loss for the period ($297,875) ($297,875) ($297,875)
--------------------------------------------------------------------------------------------------
Balance, June 30, 1998 6,896,116 $6,896 $751,084 ($398,906) $359,074 $0 $359,074
==================================================================================================
</TABLE>
F-3
<PAGE>
ELAST TECHNOLOGIES CORP, INC
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDING SEPTEMBER 30, 1998
(Unaudited)
Y/T/D ENDED Y/T/D ENDED
30-Sep-98 30-Sep-97
--------- ---------
Cash flows used in operating activities
Net Loss $297,875 $34,913
Compensation paid with stock ($152,804)
Increase in liabilities accounts payable
Increase in Fixed Assets $2,678
Retainer $2,000
--------- ---------
Net cash used in operating activities $149,749 $34,913
--------- ---------
Cash Flows provided by financing activities:
Sale of common stock $197,000
Exercise of warrants $189,990
Collection of common stock
subscription receivable $10,000
--------- ---------
Net cash provided by financing activities $396,990 $0
--------- ---------
Net increase (decrease) in cash $247,241 ($34,913)
Cash at beginning of period $108,280 $176,813
--------- ---------
--------- ---------
Cash at end of period $355,521 $141,900
========= =========
F-4
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that MED MARK, INC. did on the FIFTH day of NOVEMBER, 1996 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Nevada Secretary of State, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office, in Carson City,
Nevada, this FIFTH day of NOVEMBER,
1996.
/S/ DEAN HELLER
Secretary of State
[SEAL]
By /S/ [ILLEGIBLE]
Certification Clerk
<PAGE>
BYLAWS
OF
MED MARK, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be located in the City of Las Vegas, Nevada, Clark County, State of Nevada.
SECTION 2. OTHER OFFICES. In addition to the principal office at 7604
Delaware Bay, Las Vegas, Nevada 89128, other offices may also be maintained at
such other place or places, either within or without the State of Nevada, as may
be designated from time to time by the Board of Directors, where any and all
business of the Corporation may be transacted, and where meetings of the
stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.
ARTICLE II
MEETING OF THE STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholder,
commencing with the year 1995, shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of said meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as the
shareholders shall decide, for the election of directors and for the transaction
of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETING. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these Bylaws, or deliver a written
or printed notice of each annual meeting to each stockholder of record, entitled
to vote thereat, or may notify by telegram, at least ten and not more than sixty
(60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any
E-2
<PAGE>
place either within or without the State of Nevada, as the place for holding of
such meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of Corporation in the
State of Nevada, except as otherwise provided in Section 6, Article II of these
Bylaws, entitled "Meeting of All Stockholders".
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall be
held at the principal office of the Corporation or at such other place as shall
be specified or fixed in a notice hereof. Such meetings of the stockholders may
be called at any time by the President or Secretary, or by a majority of the
Board of Directors then in office, and shall be called by the President with or
without Board approval on the written request of the holders of record of at
least fifty percent (50%) of the number of shares of the Corporation then
outstanding and entitled to vote, which written request shall state the object
of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and, in case of special meeting, the purpose for
which the meeting is called, shall be delivered not less than ten (10) nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction of the President or the Secretary to each
stockholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his/her address as it appears on the records of
the Corporation, with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to
that effect, waive any statutory or other notice of any meeting, whether such
statement by signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall meet
at any time and place, either within or without the State of Nevada, and consent
to the holding of the meeting at such time and place, such meeting shall be
valid without call or notice and at such meeting any corporate action may be
taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person or
by proxy of the holders of a majority of the outstanding stock entitled, to vote
shall be necessary to constitute a quorum for the transaction of business, but a
lesser number may adjourn to some future tithe not less than seven
E-3
<PAGE>
(7) nor more than twenty-one (21) days later, and the Secretary shall thereupon
give at least three (3) days' notice by mail to each stockholders entitled to
vote who is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting
may be voice vote, but any qualified voter may demand a stock vote whereupon
such stock vote shall be taken by ballot, each of which shall state the name of
the stockholder voting and the number of shares voted by him/her and, if such
ballot be cast by proxy, it shall also state the name of such proxy; provided,
however, that the mode of voting prescribed by statute for any particular case
shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may
be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event any such instrument in writing shall designate two or more
persons to act as proxies, a majority of such persons present at the meeting, or
if only one shall be present, then that one shall have and may exercise all of
the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No such proxy shall be
valid after the expiration of six (6) months from the date of its execution,
unless coupled with an interest, or unless the person executing it specified
therein the length of time for which it is to continue in force, which in no
case shall exceed seven (7) years from the date of its execution. Subject to the
above, any proxy duly executed is not revoked and continues in full force and
effect until any instrument revoking it or duly executed proxy bearing a later
date is filed with the Secretary of the Corporation. At no time shall any proxy
be valid which shall be filed less than ten (10) hours before the commencement
of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer
books for shares of the corporation shall make, at least three (3) days before
each meeting of stockholders, a complete list of the stockholders entitled to
vote at such meeting, arranged in alphabetical order with the number of shares
held by each, which list for a period of two (2) days prior to such meeting
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any stockholder at any time during the whole time of
the meeting. The original share ledger or transfer book, or duplicate thereof,
kept in this state, shall be prima facie evidence as to who are the stockholders
entitled to examine such list or share ledger or transfer book or to vote at any
meeting of stockholders.
E-4
<PAGE>
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OR RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for a stated period but not to exceed in
any case sixty (60) days before such determination. If the stock transfer books
be closed for the purpose of determining stockholders entitled to notice of a
meeting of stockholders, such books shall be closed for at least fifteen (15)
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date in any case to be not
more than sixty (60) days, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is to
be taken. If the stock transfer books are not closed and no record date is fixed
for determination of stockholders entitled to notice of meeting of stockholders,
or stockholders entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the resolution of the Board
of Directors declaring such dividend is adopted, as the case may be, shall be
the record of date for such determinations of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the Bylaws of such corporation by prescribe, or, in the
absence of such provisions, the Board of Directors of such corporation may
determine.
Shares standing in the name of deceased person may be voted by his/her
administrator or executor, either in person or by proxy. Shares standing in the
name of the guardian, conservator or trustee may be voted by such fiduciary
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his/her name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court at which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
E-5
<PAGE>
Shares of its' own stock belonging to this corporation shall not voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be
taken at a meeting of the stockholders or any other action which may be taken at
a meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entit1ed to vote with respect to the
subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote shall
be entitled to one (1) vote upon each matter submitted to vote at a meeting of
stockholders.
ARTICLE III
DIRECTORS
SECT1ON 1. GENERAL POWERS. The Board of Directors shall have the control
and general management of the affairs and business of the Corporation. Such
directors shall in all cases act as Board, regularly convened, by a majority,
and they may adopt such rules and regulations for the conduct of their meetings
and the management of the Corporation, as they may deem proper, not inconsistent
with these Bylaws, Articles of Incorporation and the laws of the State of
Nevada. The Board of Directors shall further have the right to delegate certain
other powers to the Executive Committee as provided in these Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of not less than
one (1) or more than seven (7), until changed by amendment to these Bylaws
adopted by the shareholders amending this Section 2, Article III, and except as
authorized by the Nevada Revised Statutes, there shall in no event be less than
one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected at
the annual meeting of the stockholders except as hereinafter otherwise provided
for the fi1ling of vacancies. Each
E-6
<PAGE>
Director shall hold office for a term of one (1) year and until his successor
shall have duly chosen and shall have qualified, or until his death, or until he
shall resign or shall have been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors
occurring during the year through death, resignation, removal or other cause,
including vacancies caused by an increase in the number of directors, shall be
filled for the unexpired portion they constitute a quorum, at any special
meeting of the Board called for that purpose, or at any regular meeting thereof;
provided, however, that in the event the remaining directors do not represent a
quorum of the number set forth in Section 2 hereof, a majority of such remaining
directors may elect directors to fill any vacancies.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors
shall be held each year immediately following the annual meeting of the
stockholders. Other regular meetings of the Board of Directors shall from time
to time by resolution be prescribed. No further notice of such annual or regular
meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any Director. The person or
persons authorized to call meetings of the Board of Directors may fix any place,
either within or without the State of Nevada, as the place for holding any
special meeting of the Board of Directors called by them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at least
twenty-four (24) hours previous thereto by written notice if personally
delivered, or five (5) days previous thereto if mailed to each Director at his
business address, or by telegram. If mailed, such notice shall be deemed to have
been delivered when deposited in the United States mail so addressed with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting. The attendance of a Director at
any meeting shall constitute a waive of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
E-7
<PAGE>
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
Directors present shall choose by majority vote a Director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of Directors, whose
number is designated in Section 2 herein, shall constitute a quorum for the
transaction of business at any meeting and the act of a majority of the
Directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
Directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The Directors shall act
only as a Board and the individual Directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed either with or without cause at any time by the vote or written consent
of the stockholders representing not less than two-thirds (2/3) of the issued
and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
Director is to have one (1) vote, irrespective of the number of shares of stock
that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any of attendance of each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of Directors. No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken, shall be conclusively presumed to have assented to the action
unless his/her dissent shall be entered in the minutes of the meeting or unless
he/she shall file his/her written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall file
forward such dissent by certified or registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
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ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its'
discretion, appoint from it's membership an Executive Committee of one (1) or
more Directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take any
action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance of
shares of capital stock, to amend the Bylaws, or a resolution of the Board of
Directors. Any authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee
may be held within or without the State of Nevada at such time and place as the
Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Executive Committee
may be called by or at the request of the President or any member of the
Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
one (1) day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted, nor the purpose of a regular or
special meeting of the Executive Committee need be specified in the notice of
waiver of notice of such meeting. A member may waive notice of any meeting of
the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting of the
Executive Committee; provided that if fewer than a majority of the members are
present at said meeting a majority of the members present may adjourn the
meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members present
at a meeting at which a quorum is present shall be the act of the Executive
Committee, and said Committee
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shall keep regular minutes of it's proceedings which shall at all times be open
for inspection by the Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who
is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action taken unless his/her dissent shall be entered in the minutes of the
meeting or unless he/she shall file his written dissent to such action with the
person acting as Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by certified or registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a member of the Executive Committee who voted in
favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President,
Vice President, a Treasurer and a Secretary and such other or subordinate
officers as the Board of Directors may, from time to time elect. One (1) person
may hold the office and perform the duties of one or more of said officers. No
officer need to a member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of the
Corporation shall be chosen by the Board of Directors and they shall be elected
annually at the meeting of the Board of Directors held immediately after each
annual meeting of the stockholders except as hereinafter otherwise provided for
filling vacancies. Each officer shall hold his/her office until his/her
successor has been duly chosen and has qualified, or until his/her death, or
until he/she resigns or has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors at any time whenever in
its' judgment the best interests of the Corporation would be served thereby, and
such removal shall be without prejudice to the contract rights, if any, or the
person so removed.
SECTION 4. VACANCIES. All vacancies in any of office shall be filled by the
Board of Directors without undue delay, at any regular meeting, or at a meeting
specially called for that purpose.
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SECTION 5. PRESIDENT. The President shall be the Chief Executive Officer of
the Corporation and shall have general supervision over the business of the
Corporation and over its' several officers, subject, however, to the control of
the Board of Directors. He/she may sign, with the Treasurer or with the
Secretary or any other proper officer of the Corporation thereunto authorized by
the Board of Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where signing and execution thereof shall be
expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation; and in general shall perform all duties
incident to the duties of the President, and such other duties as from time to
time may be assigned to him/her by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of all
the funds and securities of the Corporation and deposit the same in the name of
the Corporation in such bank or trust company as the Board of Directors may
designate; he may sign or countersign all checks, drafts and orders for the
payment of money and may pay out and dispose of same under the direction of the
Board of Directors, and may sign or countersign all notes or other obligations
of indebtedness of the Corporation; he/she may sign with the President or Vice
President, certificates for shares of stock of the Corporation; he/she shall at
all reasonable times exhibit the books and accounts to any director or
stockholder of the Corporation under application at the office of the Company
during business hours; and he/she shall, in general, perform all duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors. The Board of Directors may at its discretion require that each
officer authorized to disburse the funds of the Corporation be bonded in such
amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings
of the Board of Directors and also the minutes of the meetings of the
stockholders: he/she shall attend to the giving and serving of all notices of
the Corporation and shall affix the seal of Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers; he/she may
sign
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certificates for shares of stock of the Corporation: he/she may sign or
countersign all checks, drafts and orders for the payment of money; he/she shall
have charge of the certificate book and such other books and papers as the Board
may direct; he/she shall keep a stock book containing the names alphabetically
arranged, of all persons who are stockholders of the Corporation, showing their
places of residence, the number of shares held by them respectively, the time
when they respectively became the owners thereof and the amount paid thereof;
and he/she shall in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him/her
by the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and empower
other persons or other officers appointed by it to perform the duties and
functions of the officers specifically designated above by special resolution in
each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, as may be required by the Board of Directors,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine. The Assistant Secretaries as
thereunto authorized by the Board of Directors may sign with the President or
Vice President certificates for shares of the capital stock of the Corporation,
issued of which shall have been authorized by resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries shall, in general,
perform such duties as may be assigned to them by the Treasurer or the Secretary
respectively, or by the President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify all
of its' officers and directors, past, present and future, against any and all
expenses incurred by them, and each of them including but not limited to legal
fees, judgments and penalties which may be incurred, rendered or levied in any
legal action brought against any or all of them for or on account of any act or
omission alleged to have been committed while acting within the scope of their
duties as officers or directors of this Corporation.
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ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its' name unless authorized
by the Board of Directors or approved by loan committee appointed by the Board
of Directors and charged with the duty of supervising investments. Such
authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A check, draft or other orders for payment
of money, notes or other evidences of indebtedness issued in the name of the
Corporation shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined by
resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATE FOR SHARES. Certificates for shares of stocks of the
Corporation shall be in such form as shall be approved by the incorporators or
by the Board of Directors. The certificates shall be numbered in the order of
their issue, shall be signed by the President or Vice President and by the
Secretary or the Treasurer, or by such other person or officer as may be
designed by the Board of Directors; and the seal of the Corporation shall be
affixed thereto, which said signatures of the duly designated officers and of
the seal of the Corporation. Every certificate authenticated by a facsimile of
such signatures and seal must be countersigned by a Transfer Agent to be
appointed by the Board of Directors, before issuance.
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SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may be
transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the Corporation,
signed by the person appearing by the certificate to the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the Corporation upon
surrender thereof so signed or endorsed. The person registered on the books of
the Corporation as the owner of any shares of stock shall be entitled to all
rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. If may appoint a
transfer agent or registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issue thereof, require the owner of such
lost or destroyed certificate or certificates, or his/her legal representative,
to advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
otter notice thereof, except as expressly provided by the laws of Nevada.
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SECTION 2. Dividends on the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen (15) days preceding the date fixed
for holding any meeting, annual or special of the stockholders, or the day
appointed for the payment of a dividend.
SECTION 4. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or sums as the Directors may from time to time, in their
absolute discretion think proper as a reserve fund to meet contingencies, or for
equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the Directors shall think
conducive to the interest of the Corporation, and the Directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in the
form of a circle and shall bear the full name of the Corporation, the year of
its' incorporation and the words "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of
each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these Bylaws, or under the laws of the State of Nevada, or under the
provisions of the Articles of Incorporation, a waiver in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
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ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the stockholders by a vote of the
stockholders owning a majority of the shares and entitled to vote thereat. These
Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at
any regular or special meeting of the Board of Directors of the Corporation (if
notice of such alteration or repeal be contained in the notice of such special
meeting) by a majority vote of the Directors present at the meeting at which a
quorum is present, by any such amendment shall not be inconsistent with or
contrary to the provision of any amendment adopted by the stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary of
MED MARK, INC. a Nevada corporation hereby acknowledges that the above and
foregoing Bylaws were duly adopted as the Bylaws of said Corporation on the 12th
day of November, 1996.
IN WITNESS WHEREOF, I hereunto subscribe my name this 12th day of November,
1996.
/S/ STANLEY K. STILWELL
- -----------------------
STANLEY K. STILWELL, PRESIDENT
SECRETARY/TREASURER AND DIRECTOR
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[STAMP]
ARTICLES OF INCORPORATION
OF
MED MARK, INC.
FIRST. The name of the corporation is:
MED MARK, INC.
SECOND. It's registered office in the State of Nevada is located at 7604
Delaware Bay Drive, Las Vegas, Nevada 89128, that this Corporation may maintain
an office, or offices, in such other place within or without the State of Nevada
as may be from time to time designated by the By-Laws of said Corporation, and
that this Corporation may conduct all Corporation business of every kind and
nature, including the holding of all meetings of Directors and Stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation
is organized.
(C) Shall have power to have succession by it's corporate name for the
period limited in it's certificate or articles of incorporation, and when
no period is limited, perpetually, or until dissolved and it's affairs
wound up according to law.
(D) Shall have the power to effect litigation in it's own behalf and
interest in any court of law.
(E) Shall have power to make contracts.
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(F) Shall have power to hold, purchase and convey real and personal
estate and mortgage or leased any such real and personal estate with it's
franchises. The power to hold real and legality of the document.
(G) Shall have power to appoint such officers an agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for
the management, regulation and government of it's affairs and property, the
transfer of it's stock, the transaction of it's business, and the calling
and holding of meetings of it's stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and
alter the same. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or
stamp, if it desires, but such sue or nonuse shall not in any way affect
the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of it's business, or for the exercise of it's corporate
rights, privileges or franchises, or for any other lawful purpose of it's
incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable at
a specified event or events, whether secured by mortgage, pledge or
otherwise, or unsecured, or for money borrowed, or in payment for property
purchased or acquired, of for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidences of the indebtedness
created by, any other corporation or corporations of the State of Nevada,
or any other state or government, and, while owners of such stock, bonds,
securities or evidences of indebtedness, to exercise all the rights, powers
and privileges of ownership including the right to vote, if any.
2
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(M) Shall have power to purchase, hold, sell and transfer shares of
it's own capital stock and use therefor it's capital, capital surplus,
surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more offices,
and hold, purchase mortgage and convey real and personal property in the
State of Nevada, and in any of the several states, territories, possessions
and dependencies of the United States, the District of Columbia, and
foreign countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in it's certificate or
articles of incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of the corporation, and, in
general to carry on any lawful business necessary or incidental to the
attainment of the objects of the corporation, whether or not such business
is similar in nature to the objects set forth in the certificate or
articles of incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited,
or joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have authority
to issue shall be TWENTY FIVE M1LLION (25,000,000) shares of common stock, par
value one mil ($.00l) per share, each share of common stock having equal rights
and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).
3
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The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
Name Address
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
Name Address
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
EIGHTH. The resident agent for this corporation shall be:
STANLEY K. STILWELL
The address of said agent, and the registered or statutory address of this
corporation in the state of Nevada shall be:
7604 Delaware Bay Drive
Las Vegas, Nevada 89128
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above
it's capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this
Corporation.
4
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By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one (1) or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers of
the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as may
be stated in the By-Laws of the Corporation, or as may be determined from time
to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including it's goodwill and it's franchises, upon such terms and
conditions as it's Board of Directors deems expedient and for the best interests
of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in it's discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of it's stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer, provided however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Articles by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions to such repeal or modification.
5
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THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator herein before named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 5th day of November, 1996.
/s/ STANLEY K. STILWELL
---------------------------------
Stanley K. Stilwell
STATE OF NEVADA )
:ss.
COUNTY OF CLARK
On this the 5th day of November, 1996, in Las Vegas, Nevada, before me, the
undersigned, a Notary Public in and for Clark County, State of Nevada personally
appeared Stanley K. Stilwell known to me to be the person whose name is
subscribed to the foregoing document and acknowledged to me that he executed the
same.
/s/ JAMES BOLANDER
-----------------------------------
[NOTARY SEAL] Notary Public
I, Stanley K. Stilwell, hereby accept as Resident Agent for the previously named
Corporation.
/s/ STANLEY K. STILWELL
11/5/96 ---------------------------------
Date Stanley K. Stilwell
6
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CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MED MARK, INC.
Med Mark, Inc., a Nevada corporation (the "Company"), by and through its
undersigned President and Secretary hereby execute this certificate calling for
the following amendment to the Articles of Incorporation of the Company:
Section FIRST of the Articles of Incorporation is amended to read in its
entirety as follows:
FIRST, The name of the corporation is:
ELAST TECHNOLOGIES, INC.
The foregoing amendment was approved by a resolution of the Board of
Directors of the Company on June 18, 1998, and by the shareholders of the
Company on June 29, 1998. The outstanding voting shares of the Company on June
29, 1998, totaled 1,230,000 of which 840,000 were represented at the meeting and
all of which voted in favor of the amendment.
DATED this 29th day June, 1998.
/s/ C. BRENTON WOODS
-------------------------
C. Brenton Woods, President
/s/ RUSSELL SEEDBORG
-------------------------
Russell Seedborg, Secretary
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<PAGE>
STATE OF UTAH )
:ss
COUNTY OF SALT LAKE )
This Certificate of Amendment was acknowledged and witnessed before me this
29th day of June, 1998, by C. Brenton Woods.
[NOTARY SEAL] /s/ [ILLEGIBLE]
--------------------
Notary Public
STATE OF NEVADA )
:ss
COUNTY OF CLARK )
This Certificate of Amendment was acknowledged and witnessed this 17 day
of July, 1998, by Russell Seedborg.
/s/ SUSAN ALPERT
----------------------
Notary Public
[NOTARY SEAL]
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