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
FENWAY INTERNATIONAL, INC.,
A Nevada corporation
(Exact name of registrant as specified in its charter)
NEVADA 84-1426038
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
308-409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2
(Address of registrant's principal executive offices) (Zip Code)
604.844.2265
(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 72
Exhibit Index is specified on Page 17
Fenway International Inc.,
A Nevada corporation
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Index to Form 10-SB Registration Statement
Item Number and Caption Page
1. Description of Business 3
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 5
3. Description of Property 7
4. Security Ownership of Certain Beneficial Owners and Management 8
5. Directors, Executive Officers, Promoters and Control Persons 9
6. Executive Compensation - Remuneration of Directors and Officers 12
7. Certain Relationships and Related Transactions 12
8. Legal Proceedings 13
9. Market for Common Equity and Related Shareholder Matters 14
10. Recent Sales of Unregistered Securities 15
11. Description of Securities 15
12. Indemnification of Officers and Directors 15
13. Financial Statements 16
14. Changes in and Disagreements with Accountants 16
Financial Statements and Exhibits
15(a) Index to Financial Statements 16
Financial Statements F-1 through F-27
15(b) Index to Exhibits 17
Exhibits E-1 through E-27
Signatures 18
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Item 1. Description of Business.
Development of the Company. Nevada-Utah Gold, Inc., a Nevada corporation
("Company"), was incorporated in the State of Nevada on May 7, 1984 for the
primary purpose of developing mining properties. During 1985, the Company
settled its liabilities and was inactive until 1998, when it began acquiring
certain interests in the Philippines (by acquiring the assets of other entities)
in anticipation of developing commercial grade cement production facilities. On
August 31, 1998, the Company purchased the assets of Fenway Resources, Ltd., a
British Columbia corporation which had redomiciled to Delaware. The Company
issued 7,644,067 shares of its common stock for the net assets acquired. A
summary of the net assets purchased and the common stock issued is specified in
the Company's financial statements. On or about September 4, 1998, the Company
filed a Certificate of Amendment to its Articles of Incorporation changing its
name to Fenway International, Inc. The executive offices of the Company are
located at 308-409 Granville Street, Vancouver, British Columbia, Canada V6C
1T2. The Company's telephone number is 604.844.2265.
Business of the Company. The Company anticipates the development and
construction of two large portland (commercial grade) cement production
facilities located in the Philippines. The Company's predecessor-in-interest,
Fenway Resources, Ltd., spent over five years obtaining the necessary licensing,
permits and environmental approvals necessary to support construction of such
facilities on the island of Negros Oriental (the "Negros Project") and the
Company is continuing its efforts to obtain the necessary licensing, permits and
environmental approvals for the proposed project on the island of Palawan (the
"Palawan Project").
In 1992, Fenway Resources, Ltd. acquired 10,296 hectares and in 1995, it
acquired 3,200 hectares in three contiguous claim blocks on the west central
portion of the Palawan Island near Scott Point, Municipality of Sofronio
Espanola, Palawan, the Philippines. The claims are underlain by several hundred
years of reserves of limestone and shale, the two main ingredients for the
manufacture of Type 1 (heavy construction quality) portland cement. The Company
retained Kilborn Engineering Pacific Ltd. to prepare a project feasibility study
and management of the Company believes that the study supports the proposed
Palawan Project.
On or about July 16, 1998, the Company entered into an option agreement
with Negor RR Cement Corporation, a Philippine corporation, for the purpose of
forming and operating a mining and cement manufacturing company. Pursuant to the
Option Agreement, the Company purchased a 90% equity interest in the Negor RR
Cement Corporation ("Negor Corporation"). Further details of the option
agreement are specified in Note 6 to the Company's financial Statements for
December 31, 1998, 1997 and 1996 attached hereto as exhibits. The Negor
Corporation has claims on the Island of Negros Oriental in the Philippines which
include significant reserves of limestone and shale suitable for the manufacture
of portland cement. Limestone mineral claims lie near the coastal towns of
Guihulngan and La Libertad on the island of Negros Oriental. Geological studies
suggest that the raw resources on those claims could sustain significant cement
manufacturing operation. The Company has received an Environmental Compliance
Certificate and has entered into the Mineral Production Sharing Agreement that
all mining projects in the Philippines must obtain before mining operations can
proceed. The Company has proposed to construct and operate a portland cement
plant near La Libertad, Negros Oriental.
The Company anticipates that significant revenue from the sale of the
Company's products may be derived from customers located outside the United
States and therefore international sales may account for a significant portion
of the Company's revenues. In order to support its overseas customers, the
Company anticipates operating offices outside the continental United States.
There can be no assurance that the
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Company will be able to manage these operations effectively or that the
Company's investment in these activities will enable it to compete successfully
in international markets or to satisfy the service and support requirements of
its customers. In addition, a significant portion of the Company's sales and
operations could be subject to certain risks, including tariffs, and other
barriers, difficulties in staffing and managing foreign subsidiary and branch
operations, currency exchange risks and exchange controls, potentially adverse
tax consequences and the possibility of difficulty in accounts receivable
collection. There can be no assurance that any of these factors will not have a
material adverse effect on the Company's business, financial condition and
results of operations.
The products of the Company may be subject to numerous foreign government
standards and regulations that are continually being amended. Although the
Company will endeavor to satisfy foreign technical and regulatory standards,
there can be no assurance that the products of the Company will comply with
foreign government standards and regulations, or changes thereto, or that it
will be cost effective for the Company to redesign its products to comply with
such standards or regulations. The inability of the Company to design or
redesign products to comply with foreign standards could have a material adverse
effect on the Company's business, financial condition and results of operations.
Employees. The Company currently has seven full-time employees, three of
whom are salaried. Management of the Company anticipates using consultants for
business, accounting, engineering, and legal services on an as-needed basis.
Management has senior company experience in mine management, mineral processing,
engineering, construction, administration, and marketing. All members of the
management team have held senior positions in reputable international companies
or organizations.
Competition. Due to the lack of product differentiation and the commodity
nature of cement, the cement industry is highly competitive. Competition is
based largely on price and, to a lesser extent, quality and service. The Company
may compete with national, international and regional cement producers in its
markets. Many of the Company's competitors are larger and have significantly
greater resources than the Company. The prices that the Company charges its
customers are not likely to be materially different from the prices charged by
other producers in the same markets. Accordingly, profitability in the cement
industry is generally dependent on the level of cement demand and on a cement
producer's ability to contain operating costs. Prices are subject to material
changes in response to relatively minor fluctuations in supply and demand,
general economic conditions and other market conditions beyond the Company's
control. There can be no assurance that prices will not decline in the future or
that such declines will not have a material adverse effect on the Company's
financial condition or results of operations.
The cement industry in highly dependent upon the level of cement demand as
a result of the high fixed costs associated with production. The Company's
anticipated cost per ton of production will be directly related to the number of
tons of cement manufactured; decreases in production will increase the Company's
fixed cost per ton. Equipment utilization percentages or uptime can vary from
year to year based upon demand for the Company's product or as a result of
equipment failure. Much of the Company's anticipated manufacturing equipment
requires long lead-times to replace and is very costly to replace or repair.
While the Company will attempt to maintain sufficient spare parts inventories to
avoid long periods of shutdown in the event of equipment failure, there can be
no assurance such shutdowns can be avoided.
Compliance with Environmental Laws. The proposed site for the Palawan
Project is near the ancestral lands of a Filipino indigenous people. A portion
of these lands may contain a portion of the Company's mineral claims. The risk
of accidental contamination or injury to indigenous peoples from hazardous
materials cannot be completely eliminated. In the event of such an accident, the
Company, or any
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successor-in-interest, 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 will not be required to
incur significant costs to comply with environmental laws and regulations
relating to hazardous materials. There can be no assurance that the Company will
not be required to incur significant costs to comply with current or future
environmental laws and regulations nor that the operations, business or assets
of the Company will not be materially or adversely affected by current or future
environmental laws or regulations; provided, however, that the Company has
retained SNC Lavalin, a Canadian firm, and GAIA, Inc., a Philippine firm, to
prepare and file the requisite environmental impact statements necessary for the
Company to receive its Environmental Compliance Certificate for the Palawan
Project (an Environmental Compliance Certificate has already been issued for the
Negros Project).
Reports to Security Holders. The Company will provide an annual report to
its security holders, which will include audited financial statements. 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 currently maintains its own Internet address at
http://www.fenwayintl.com.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion contains forward-looking statements of management
of the Company. Forward-looking statements are statements that estimate the
happening of future events, are not based on historical fact and are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of forward-looking terminology such as "may", "will", "could", "expect",
"estimate", "anticipate", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. Actual
results may differ materially from those contemplated by the forward-looking
statements.
The Company is not currently producing any products or supplying any services to
any third parties. When the Company develops and constructs its cement
manufacturing facilities, the Company anticipates producing commercial
quantities of portland cement. Portland cement is a finely ground processed
material that, when mixed with sand, gravel, water and other minerals forms
concrete. The raw materials, limestone and shale, are mined, crushed, and burned
in high-temperature rotary kilns, producing a substance commonly referred to as
"clinker". The resulting clinker is then finely ground with small amounts of
gypsum to produce Portland cement. From the Palawan Project, the Company
anticipates developing, constructing and producing 2.5 million metric tonnes of
cement per year, eventually producing up to 10 million tonnes per year.
The Company presently anticipates that initial construction on the Palawan
Project will begin in 1999, with programmed start up to begin in 2003. The
Company represents the only cement manufacturing company on Palawan Island. The
Company anticipates that the Negros Project will consist of a cement producing
facility capable of producing 1.5 million tonnes per year of portland cement
with expansion capacity to 3 million tonnes per year. The Company is currently
accepting bids for an exploratory drilling program by which it hopes to confirm
the limestone reserves on the Company's Negros Oriental Province mineral claims
in the central islands of the Philippines. The Company anticipates that the
cement from both the Negros and Palawan Projects will initially be marketed
exclusively in the Philippines with expanded capacity providing cement to
foreign markets such as Japan, South Korea, Thailand, Malaysia, Singapore,
Taiwan, Vietnam and Indonesia (collectively the "Target Countries").
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The business of the Company will expose it to potential product liability
risks that are inherent in the development, manufacturing and marketing of
cement products. The Company does not currently require product liability
insurance, and, when the Company begins operations which make such insurance
necessary, there can be no assurance that the Company 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 product is alleged to have resulted
in adverse consequences. 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 product liability claims would not materially adversely
affect the Company's business, financial condition and results of operations.
While the Company has taken, and will continue to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant liability exposure. An inability to obtain product liability
insurance at an acceptable cost or to otherwise protect against potential
liability claims could prevent or inhibit the commercialization of products
developed by the Company. A product liability claim could have a material
adverse effect on the Company's business, financial condition and results of
operations. The Company believes, however, that such insurance will be available
at commercially reasonable rates.
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 Company's management believes that both the Palawan and the Negros
Project can operate cleanly and without pollution in an environmentally sound
manner. However, certain environmental consequences associated with mining are
unavoidable. The primary environmental damage from the mineral industry occurs
during the extraction of the raw materials. The extraction of minerals also
requires large amounts of water and energy. The Company believes that with the
utilization of modern technology and careful planning it can significantly
reduce the environmental impact of the manufacturing of cement. As the Company
is not presently manufacturing any products, management of the Company believes
the Company will not have any significant material expenditures in the next
fiscal year 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 environmental laws, rules and regulations.
However, at some time in the future, the Company's operations may involve the
controlled use of hazardous materials. As a result, the Company may be subject
to various laws and regulations governing the use, manufacture, storage,
handling, and disposal of such materials and certain waste products. The Company
cannot presently estimate the potential costs of complying with the applicable
foreign environmental laws.
Liquidity and Capital Resources. The Company had cash resources of $11,583;
accounts receivable of $12,234; and a loan receivable of $85,211 at December 31,
1998. The cash and equivalents constitute the Company's present internal sources
of liquidity. Because the Company is not generating any revenues at this time
from its operations, the Company's only external source of liquidity is the sale
of its capital stock.
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The Company is attempting to acquire funding for both the Palawan Project and
the Negros Project from German financial institutions with assistance from
Marsson Industrial Corporation, which is the Philippine affiliate of
Krupp-Polysins, a German machinery manufacturing, engineering, trading and
financial services company.
Results of Operations. The Company has not yet realized any revenue from
operations.
Manufacturing and Marketing the Company's Products. The Company anticipates
that the construction industries in the Target Countries will experience
positive growth, ranging from modest growth expected for Japan, to more
significant growth anticipated in the lesser developed countries such as
Vietnam, Thailand, the Philippines and Indonesia. The central location of both
the Palawan and the Negros Projects provide easy access to the Target Countries.
Chemical analysis by the Philippine Bureau of Mines and Geosciences, Technical
Services Division, indicates that the site of the Palawan Project contains raw
material ideally suited for manufacture of Type I Portland cement. The
properties are legally surveyed and contain commercial quantities of mineral
reserves.
The Company's present business plan, which is subject to the availability
of financing, weather conditions, the political climate in the Philippines, and
other factors beyond the Company's control, anticipates the completion of
construction of the Palawan Project, including, the cement plant, the
installation of electric power, access to transportation, and port facilities
(with capacity for future expansion), a quarry and a townsite, to be
substantially completed in or before the year 2003. The Company anticipates the
completion of the Negros Project, including, the cement plant, the installation
of electric power, access to transportation, and port facilities, a quarry and a
townsite, to be substantially completed in or before the year 2002. Assuming
completion of the two facilities, the Company might be the largest manufacturer
of cement in the Philippines and one of the largest cement suppliers in the
entire region. Thereafter, the Company will market its product to the Target
Countries. The Company's overall operating plan is to market the initial
production to the Philippines with expanded capacity providing cement to the
various foreign markets.
Item 3. Description of Property
Property held by the Company. As of December 31, 1998, the Company held the
following property:
================================================================================
Property December 31, 1998
-------- -----------------
- - --------------------------------------------------------------------------------
Cash and equivalents $ 11,583
- - --------------------------------------------------------------------------------
Advance Royalty Payments $ 160,813
- - --------------------------------------------------------------------------------
Project Investments $2,685,687
================================================================================
Property and Equipment (consists of office equipment
and computers, less accumulated depreciation) $ 6,399
- - --------------------------------------------------------------------------------
The Company defines cash equivalents as all highly liquid investments with
a maturity of 3 months or less when purchased.
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Item 4. Security Ownership of Certain Beneficial Owners and Management
Raghbir Khabra, a director of the Company, owns 2,000,000 shares of the
Company's common stock; Laurie Maranda owns 5,000 shares of common stock. Mr.
Maranda and the remaining directors and principal executive officers of the
Company hold options to purchase shares of the Company's Common Stock at $3.00
per share, as specified on the following table, rounded to the nearest 1/10 of
1%:
<TABLE>
<CAPTION>
Title of Class Name and Address Amount and Percent of
of Beneficial Owner Nature of Class
Beneficial Owner
<S> <C> <C> <C>
Options to H. John Wilson 500,000 *2.6%
Purchase Common 574 Clearwater Way
Stock at $3.00 Coquitlam, B.C. V3C 5W3
Options to A. Leonard Taylor 500,000 *2.6%
Purchase Common 63 Chadwick Road
Stock at $3.00 R.R.#6, Site 19, C27
Gibsons, B.C. V0N 1V0
Options to Laurie Maranda 300,000 *1.5%
Purchase Common #58-5531 Cornwall Dr. [also owns 5,000 shares of
Stock at $3.00 Richmond, B.C. V7C 5N7 common stock]
Options to R. George Muscroft 300,000 *1.5%
Purchase Common 13339 14A Avenue
Stock at $3.00 Surrey, B.C. V4A 6H6
Options to Rene Cristobal 200,000 *1.0%
Purchase Common 15 Sto. Domingo St.
Stock at $3.00 Urdaneta Village
Makati City, Philippines
Options to Dr. Carlos A. Fernandez 200,000 *1.0%
Purchase Common 59 Caimito Road
Stock at $3.00 Mapayapa Village
Quezon City, Philippines
Common Stock Raghbir Khabra 2,000,000 10.3%
13911 N.W. 21st Avenue
Vancouver, Washington 98685
Common Stock All officers and directors 4,005,000 *20.7%
If All Options as a group
Are Exercised
</TABLE>
*Percent of common stock held if all options are exercised.
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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.
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
- - --------------------------------------------------------------------------------
Herbert John Wilson 58 President
- - --------------------------------------------------------------------------------
Arthur Leonard Taylor 69 Chief Financial Officer, Secretary and Director
- - --------------------------------------------------------------------------------
Laurie Maranda 62 Vice President, Director
- - --------------------------------------------------------------------------------
Robert George Muscroft 70 Vice President, Director
- - --------------------------------------------------------------------------------
Rene E. Cristobal 63 Director
- - --------------------------------------------------------------------------------
Dr. Carlos A. Fernandez 58 Director
- - --------------------------------------------------------------------------------
Raghbir Kahbra 54 Director
- - --------------------------------------------------------------------------------
Herbert John Wilson is the President and the director of the Company. Mr.
Wilson graduated from the University of British Columbia in 1962 with a Bachelor
of Science degree in Chemistry. Beginning in 1962, Mr. Wilson worked for the
Government of Canada Soil Survey Division as an assistant Soil Surveyor and
Chemist. In 1963, Mr. Wilson accepted a position with MacMillan Bloedel Ltd.,
Port Alberni Pulp and Paper Division, as an Industrial Chemist. In 1964, Mr.
Wilson enrolled in the graduate studies program at the University of British
Columbia where he studied soil science and plant physiology. From 1965 to 1973,
Mr. Wilson was employed by Placer Development Ltd., as the Chief Geochemist. In
1973, Mr. Wilson began working for Hallmark Resources Ltd. and Ramm Venture
Corporation as Chairperson and Managing Director, respectively. He was also the
mine manager for Hallmark's quarry and gold prospect at Bullhead City, Arizona
and Cronin Mine at Smithers in British Columbia. Mr. Wilson became President and
a director of Ramm Venture Corporation in 1987 and was responsible for
acquisition and development of silver, zinc and copper prospects in Houston and
British Columbia. Mr. Wilson was the Chief Executive Officer and a director of
Fenway Resources Ltd.
Arthur Leonard Taylor is the Secretary, a Vice President and a director of
the Company. In 1952, Mr. Taylor became a Chartered Accountant in the Province
of British Columbia with Price Waterhouse. In 1954, he enrolled in the Executive
Development Program at the University of British Columbia. From 1952 to 1957,
Mr. Taylor worked as a Staff Accountant with Scott Paper Inc. in Philadelphia.
He then became the Senior Financial Analyst for MacMillan Bloedel. In 1960, Mr.
Taylor became the Vice President of Operations for McDonald's Drive-In
Restaurants. From 1963 to 1971, Mr. Taylor was the Executive Vice President and
General Manager of Burke's World-Wide Travel Ltd. From 1973 to 1981, he worked
for Global Travel Computer Ltd., as Vice President. In 1981, Mr. Taylor accepted
a position as a Consultant
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for Ramm Venture Corporation and Hallmark Resources Inc. In 1983, he became Vice
President and Director of Franchising for Marlin Travel in Vancouver, British
Columbia. Mr. Taylor was the President of Alliance of Canadian Travel
Associations from 1991 to 1992, then became President of the Universal
Federation of Travel Agents Association. Mr. Taylor was the Secretary, a Vice
President and a director of Fenway Resources Ltd. Mr. Taylor is currently the
President of Ramm Venture Corporation.
Robert George Muscroft is a Vice President and a director of the Company.
Mr. Muscroft holds a Bachelor of Science degree in Mining Engineering from the
University of Toronto. Mr. Muscroft currently holds professional affiliations
with the Association of Professional Engineers in British Columbia, the
Association of Professional Engineers in Ontario and the Canadian Institute of
Mining and Metallurgy. Mr. Muscroft worked for Steep Rock Iron Mines in 1953 as
a Junior Engineer. In 1954, he became the Shift Boss for United Keno Hill Mines
in the Yukon Territory. In 1968, he accepted a position as Project Manager of
Cerro's Pine Bay Mine in Flin Flon, Manitoba. From there, he became the General
Superintendent of Patino's Copper Rand Mine in 1969. From 1970 to 1975, he
managed the Manitou Barvue Mines and from 1975 to 1977 he managed Kerr Addison's
Agnew Lake Mine. From 1978 to 1979, Mr. Muscroft worked as Project Engineer for
Ontario Hydro. From 1979 to 1982, he was the Senior Project Engineer for Placer
Development Corporation. In 1982, he accepted a position as the Senior Mining
Engineer for the Government of the Northwest Territories. From 1984 to 1995, Mr.
Muscroft worked as an Independent Consulting Engineer for Fenway Resources Ltd.
He also later assumed a position as a director of that company.
Laurie G. Maranda is currently Vice President and director of the Company.
Mr. Maranda graduated in 1956 from the University of British Columbia with a
Bachelor of Applied Science degree. He received a Master of Arts in Science from
Stanford University in 1956. Mr. Maranda holds the following professional
affiliations: Registered Professional Engineer (British Columbia and the Yukon);
member of the American Concrete Institute; member of the American Society of
Civil Engineers; member of the Post Tensioned Concrete Institute; member of the
Engineering Institute of Canada; past member of the Concrete Code Committee
CAN3-A23.3-M77; past Chairperson of the B.C. Consulting Engineers Association;
past Chairperson of the A.P.E.B.C. Building Code Committee; past Chairperson of
the Richmond Advisory Design Panel; past Board Member of the Association of
Consulting Engineers of Canada; past Chairperson of the A.P.E.B.C. Committee on
Liability. From 1957 to 1995, Mr. Maranda worked for the Vancouver Consulting
Engineering Company of Choukalos Woodburn McKenzie Maranda Ltd. From 1967 to
1995, Mr. Maranda was a Partner with Woodburn McKenzie Maranda Ltd. In 1995, Mr.
Maranda retired, but remained as a consultant with his former company. He also
began working with Fenway Resources as a consultant.
Rene E. Cristobal graduated from the University of the East with a Bachelor
of Science in Business Administration. He later earned a Master of Arts in
Economics at the University of the East Graduate School in 1957. Mr. Cristobal
is the current President of Trans-Orient Overseas Contractors, Inc. as well as
current President of Manpower Resources of Asia, Inc., and Sealanes Marine
Services, Inc. He is the vice president and founder of the Philippine
Association of Manpower Agencies. He is also a director of Overseas Contractors
Association of the Philippines and a member of the Philippine Association of
Service Exporters, Inc. Mr. Cristobal is the Chairman of the Manpower Services
Committee of the Philippine Chamber of Commerce and Industry. Mr. Cristobal
currently serves as Governor of the Employers' Confederation of the Philippines
and vice president of the Employment and Sustainable Development Division. He is
the current vice chairman of the Bagong Bayani Foundation, Inc. Mr. Cristobal
was honored by the POEA as the "Top Performance Awardee" for 1984, 1985, and
1986 and his name currently resides in that organization's Hall of Fame.
Moreover, he was honored by Central Bank as the "Top Foreign Exchange Earner
Awardee" in
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1984. Mr. Cristobal is also active in the International Labor Organization
("ILO") and non-government organizations in labor migration. As such, he has
been not only a participant but also a consultant in the following symposiums
sponsored by the ILO: Intercountry Programme on Overseas Employment
Administration Training in Manila; Standardization of Job Classification for
Overseas Employment; Labour Migration in Bangkok; Return Migration in Pakistan;
Employers' Confederation of the Philippines in Geneva; Rehabilitation of Sri
Lankan Returnees of the Kuwait War in Sri Lanka; and Association of General
Contractors of Finland.
Carlos A. Fernandez earned a Bachelor of Political Science, History and
Government from the Philippine Normal College in 1960 and a Master of Arts in
Anthropology and Sociology from Ateneo de Manila in 1967. In 1969, he enrolled
in the University of California and graduated in 1969 with a Master of Arts in
Social Anthropology. Dr. Fernandez completed his doctoral studies in 1974 in
Social Anthropology. He then received a Master of Science in Rural Policy and
Regional Planning from the Institute of Social Studies, The Hague, Netherlands.
His fellowships for post graduate work include: Small Holder Agriculture and
Food Security, University of Paris, Sorbonne, 1996; Rural Policy of the Year
2000, Land Reform Training Institute, Taiwan 1993; Highland Agricultural Policy
and Plans, International Center for Mountain Development, Nepal 1990; Managing
Farming Systems Research, University of Florida 1989; Museology, City Museum of
Venice (1978); and Mexico Museum of Anthropology, 1986. In addition to the
above, Dr. Fernandez has chaired numerous committees on agricultural and
development programs including: 1996 Planning Adviser for the Livelihood
Components Banati Say Conservation and Rehabilitation Joint Project of 3
Municipalities of Iloilo; 1996 Chairman of the Oversight Committee for the Mt.
Apo National Park And Interagency Technical Study and Policy Team of Mt. Apo
National Park, organized by the Southern Mindanao Regional Agriculture Program,
Davao City (1991-1996); 1996 Planning Adviser to the Sarangani Provincial
government Regional Museum for Culture and Natural Heritage, Alabel, Sarangani
Province; 1996 Planning and Social Development Specialist Advisor for the
Mangrove and Coastal Marine Ecosystem: The Case of Bohol Small Island Ecosystem
Project, European Union, Pitogo, Tagbilaran, Bohol; and 1996 Planning
Specialist/Advisor to the Mangrove Project Small Islands Ecosystems
Project-European Union, Guirnaras. Dr. Fernandez has written papers on
Anthropology and Sociology and on Rural and Regional Planning. He has
participated in and conducted numerous training and educational programs, mostly
in his specialties of agriculture, anthropology and rural planning. Dr.
Fernandez has been previously associated with various regional centers and
government departments (including an eight year tenure as Undersecretary to the
Department of Agriculture). He served in government for 25 years and represented
the Philippines as Chief of Mission in the ASEAN, UN-FAO and the Non-Aligned
Movement. Over the past year, Dr. Fernandez has taken an active role in
assisting both the Company and governmental agencies to provide food, seed,
fertilizer and hand tools to the tribes-people in the region of Southern
Palawan, particularly in the area where the Palawan Cement Project proponents
operate.
11
<PAGE>
Raghbir Kahbra graduated from Panjab University in Chandigarh, India with a
Bachelor of Science in Combined Sciences. He also attended the Control Data
Institute in Frankfurt, Germany studying Computer Technology and the West
Midland School of Business Studies in Wolverhampton, England, where he studied
business. From 1972 to 1974, he worked for A.G. Frankfurt Airport in Frankfurt,
Germany as a computer technician. From 1974 to 1978, Mr. Kahbra worked for the
National Chemsearch U.K. Ltd., in West Bromwich, England as an analyst and
programmer. From 1978 to 1981, he worked for Birmid Qualcast Foundries Ltd., in
Smethwick, England as a senior systems analyst. Mr. Kahbra worked for First
Interstate Bank of Oregon in Portland, Oregon from 1981 to 1989 as a project
manager. In 1989, Mr. Kahbra became a technical consultant for Security Pacific
Automation Company in Seattle, Washington, where he managed and facilitated the
design, development and utilization of state-of-the-art business focused
software. In 1992 Mr. Kahbra became senior project analyst for Seafirst Bank in
Seattle, Washington, where he researched and re-engineered existing business
processes and managed new software implementation. Currently, Mr. Kahbra is
employed by Standard Insurance Company in Portland, Oregon as a senior project
leader. His areas of expertise include Project Management; Analysis and Design,
Enterprise Modeling; Methodology Development; and Business Process
Re-engineering.
None of the above listed individuals share any familial relationship. Other
than the individuals listed above, there are no significant employees expected
by the Company to make a significant contribution to the business of the
Company. All directors of the Company serve until the next annual meeting of
stockholders. The Company's executive officers are appointed by the Company's
Board of Directors and serve at the discretion of the Board of Directors.
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. The
term "Dollars" or the symbol "$" refers to the currency of the United States of
America, unless otherwise stated. The symbol "C$" refers to the currency of
Canada, in Canadian dollars.
================================================================================
Name of individual or Capacities in which Aggregate
Identity of Group Remuneration was received Remuneration
- - --------------------------------------------------------------------------------
Herbert John Wilson President $60,000 (C$)
- - --------------------------------------------------------------------------------
Arthur Leonard Taylor Chief Financial Officer $48,000 (C$)
- - --------------------------------------------------------------------------------
Laurie Maranda Vice President $20,000 (C$)
- - --------------------------------------------------------------------------------
Robert George Muscroft Vice President $20,000 (C$)
================================================================================
Item 7. Certain Relationships and Related Transactions
Transactions with Promoters. Brockington Securities is the market maker for
the Company. Brockington Securities has not received any shares of common stock
of the Company for its services provided to the Company.
12
<PAGE>
Transactions with Related Parties. On August 31, 1998, the Company
purchased the assets of Fenway Resources, Ltd., a British Columbia corporation
which had redomiciled to Delaware. Thereafter, the Company issued 7,644,067
shares of its common stock for the net assets acquired. It is anticipated that
Fenway Resources, Ltd. will wind up and dissolve and those shares of the
Company's common stock will be distributed, pro rata, to the shareholders of
Fenway Resources, Ltd. Rene Cristobal, Carlos Fernandez, Laurie Maranda, R.
George Muscroft, Milton Schlesinger, A. Leonard Taylor, and H. John Wilson were
directors of Fenway Resources, Ltd. at the time of the acquisition, with A.
Leonard Taylor serving as the Secretary and Chief Financial Officer and H. John
Wilson serving as the President and Chief Executive Officer of Fenway Resources,
Ltd.
The option agreement which the Company entered into with Negor RR Cement
Corporation, a Philippine corporation, provided for, among other things, payment
of $50,000 at the date of signing the agreement and an additional $50,000
payment no later than September 30, 1998, both of which payments were made.
Further details of the option agreement are specified in Note 6 to the Company's
financial Statements for December 31, 1998, 1997 and 1996 attached hereto as
exhibits.
The Company assumed two consulting agreements with former directors of
Fenway Resources Ltd. as follows: a consulting agreement with R. George Muscroft
which provides for, among other things, the payment, by the Company to Mr.
Muscroft, of $5,000 Canadian dollars, payable quarterly; and a consulting
agreement with Laurie Maranda which provides for, among other things, the
payment, by the Company to Mr. Maranda, of $5,000 Canadian dollars, payable
quarterly.
The Company has also entered into management contracts with Messrs. Wilson,
Taylor, Muscroft and Maranda. Certain provisions of those management contracts
may have the effect of discouraging unsolicited takeover proposals.
The Company loaned $80,000 to Central Palawan Mining & Industrial Corp.
("CPMIC"), Palawan Star Mining Ventures Inc. ("PSMVI") and Pyramid Hill Mining &
Industrial Corp. ("PHMIC") on September 6, 1995. This loan bears interest at 7%
per annum from the date of signing until repaid in full. The mineral claims of
CPMIC, PSMVI, and PHMIC are held by Palcan Mining Corporation ("PMC"), which was
incorporated in the Republic of the Philippines on August 13, 1998 and which has
several common directors with the Company. Specifically, Herbert John Wilson,
President of the Company, is an incorporator and director of PMC. Arthur Leonard
Taylor, Chief Financial Officer, Secretary and a director of the Company, is an
incorporator and director of PMC. Rene E. Cristobal and Carlos A. Fernandez,
directors of the company, are also incorporators and directors of PMC. Rene E.
Cristobal and Carlos A. Fernandez each own 10% or more of the issued and
outstanding capital stock of PMC.
Fenway Resources Ltd. subscribed for 398 shares of PMC and paid $398,000
for those shares.
On April 30, 1997, the prior agreements between the Company (or its
predecessors in interest) were significantly amended to provide that CPMIC,
PSMVI and PHMIC were to be a "consortium" which would enter into a joint venture
with the Company.
On May 29, 1998, the Company issued 2,000,000 shares of its common stock to
Raghbir Khabra, an officer and director of the Company, for a total
consideration of $20,000.
13
<PAGE>
Item 8. Legal Proceedings
There are no legal actions pending against the Company nor are any such
legal actions contemplated.
Even though Fenway Resources, Ltd. was removed from the register of
companies maintained by the British Columbia Registrar of Companies on or about
August 10, 1998 (when it was redomiciled in Delaware), on January 27, 1999, the
British Columbia Securities Commission issued a Cease Trade Order for failure to
file a comparative financial statement for that entity's fiscal year ended
August 31, 1998, as required under Section 145 of the Securities Rules, B.C.
Reg. 194/97, which Cease Trade Order was revoked on February 2, 1999 because
that entity had already filed the required financial statement.
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 the Nasdaq Stock Market, under the trading
symbol "FWIN". The Company's common stock has closed at a low of 1 3/8 and a
high of 5 1/8 for the 52-week period ending February 26, 1999 and closed at 4
9/16 on that date. This market is extremely limited and the prices for the
Company's common stock quoted by brokers is not necessarily a reliable
indication of the value of the Company's common stock.
As of December 31, 1998, there were 3,450,000 incentive stock options to
purchase common stock at $3.00 per share which expire by their own terms on July
4, 2004. As of December 31, 1998, there were 151,901 warrants to purchase common
stock at C$5.50 per share outstanding, 45,750 of which expire by their own terms
on December 5, 1999; 25,250 of which expire by their own terms on February 25,
2000; 28, 901 of which expire on their own terms on May 29, 2000; 25,000 of
which expire on their own terms on June 2, 2000; and 27,000 of which expire on
their own terms on June 6, 2000. There were also 2,798 warrants to purchase
common stock at $4.00 per share outstanding which expire on their own terms on
October 29, 2000.
As of December 31, 1998, the Company had approximately 140 shareholders.
There were additional warrants to purchase common stock at C$4.00 per share
outstanding, 1,000,000 of which are exercisable upon receipt of certain
production funds (see Note 5 to the Company's financial statements attached as
exhibits hereto). As of December 31, 1998, there were 900,000 warrants to
purchase common stock at C$2.00 per share outstanding (exercisable upon receipt
of certain production funds as specified in Note 5 to the Company's financial
statements attached as exhibits hereto) and an additional 900,000 warrants to
purchase common stock at C$3.00 per share which by their own terms are
exercisable at any time. As of December 31, 1998, there were an additional
4,000,000 warrants to purchase common stock at C$2.00 per share outstanding
which by their own terms are exercisable upon receipt of certain production
funds (see Note 5 to the Company's financial statements attached as exhibits
hereto). Finally, as of December 31, 1998, there were 1,000,000 warrants to
purchase common stock at C$5.00 per share outstanding which by their own terms
are exercisable at any time.
On or about February 15, 1999 the Company granted Michael Laidlaw an option
to purchase 200,000 shares of the Company's common stock at $4.00 per share,
which option expires on February 15, 2000. On or about February 18, 1999, the
Company granted Patrick Hinds an option to purchase 100,000 shares of the
Company's common stock at $4.00 per share, which option expires on February 18,
2000.
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.
14
<PAGE>
The Company has been approved for listing with Standard & Poor's Market
Access Service, which includes having certain information relating to the
Company published in Standard & Poor's Corporation Records and inclusion in the
Standard & Poor's Marketscope program, Stock Guide Database and on the Standard
& Poor's website.
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 May 27, 1998, the Company sold 9,000,000 shares of its $0.001
par value common stock for $0.01 per share. The shares were issued in reliance
upon the exemption from the registration requirements of the Securities Act of
1933 set forth in Rule 504 of 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. The offering price for the shares was
arbitrarily set by the Company and had no relationship to assets, book value,
revenues or other established criteria of value. There were no commissions paid
on the sale of shares. The net proceeds to the Company were $90,000.
On or about October 29, 1998, the Company sold a total of 2,798 shares at
$3.00 per share.
Item 11. Description of Securities
The Company is authorized to issue 100,000,000 shares of common stock,
$.001 par value, each share of common stock having equal rights and preferences,
including voting privileges. As of December 31, 1998, there were approximately
19,360,955 common shares of the Company's stock 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.
15
<PAGE>
Item 12. Indemnification of Directors and Officers
Article Tenth of the Company's Articles of Incorporation provides that no
director, officer or agent, to include counsel, of the Company shall be
personally liable to the Company or any of its stockholders for monetary damage
for any breach or alleged breach of fiduciary or professional duty by such
person acting in such capacity. It shall be presumed that in accepting the
position as an officer, director, agent or counsel, said individual relied upon
and acted in reliance upon the terms and protections provided for by this
Article. Notwithstanding the foregoing sentences, a person specifically covered
by this Article, shall be liable to the extent provided by applicable law, for
acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or for the payment of dividends in violation of Nevada Revised
Statutes Section 78.300.
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.
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
Independent Auditors' Report F-3
Balance Sheets as of December 31, 1998, 1997 and 1996 F-4
Statement of Operations for the years ended December 31, 1998,
1997 and 1996 and for the period from May 7, 1984 (inception)
to December 31, 1998 F-5
16
<PAGE>
Statement of Changes In Shareholders' Equity
for the period ending December 31, 1998 F-6
Statement of Cash Flows for the years ended December 31, 1998,
1997 and 1996 and for the period ending December 31, 1998 F-8
Notes to Financial Statements F-9
(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 Certificate of Existence of Nevada/Utah Gold Inc. E-1
(Charter document)
2 Bylaws of Nevada/Utah Gold Inc. E-2 through E-15
(Instrument defining the rights of
Security holders)
3 Articles of Incorporation of E-16 through E-21
Nevada/Utah Gold Inc. (Charter document)
4 Certificate of Amendment to the E-22 through E-23
Articles of Incorporation of
Nevada/Utah Gold Inc. authorizing
the name change (Charter document)
5 Certificate of Amendment to the E-24 through E-27
Articles of Incorporation of
Fenway International Inc.
17
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Vancouver, British Columbia, Canada, on March 5, 1999.
Fenway International Inc.,
a Nevada corporation
By: /s/ Herbert John Wilson
------------------------------
Its: President
18
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC.
IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 and 1996
F-1
<PAGE>
TABLE OF CONTENTS
Page No.
--------
INDEPENDENT AUDITORS' REPORT .......................................... 1
FINANCIAL STATEMENTS
Balance Sheets ................................................. 2
Statements of Operations ....................................... 3
Statement of Changes in Stockholders' Equity ................... 4 - 5
Statements of Cash Flows ....................................... 6 - 7
Notes to Financial Statements .................................. 8 - 23
F-2
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Fenway International Inc.
(Known as Nevada-Utah Gold, Inc. in 1997 and 1996)
Newport Beach, California
We have audited the accompanying balance sheet of Fenway International Inc. (a
Nevada Corporation) as of December 31, 1998, and the related statements of
operations, changes in stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on the financial
statements based on our audit.
The comparative financial statements of Nevada-Utah Gold, Inc. as of December
31, 1997 and 1996 and for the period from May 7, 1984 (date of incorporation) to
December 31, 1997, were audited by other auditors whose report dated April 8,
1998, expressed an unqualified opinion on those statements. In addition, the
auditors stated that in their opinion, the company had been in the development
stage since its inception and had suffered recurring losses from operations,
which raised substantial doubts about its ability to continue as a going
concern. The financial statements as of December 31, 1997 and 1996 and for the
period from May 7, 1984 to December 31, 1997 did not include any adjustments
that might result from the outcome of this uncertainty.
The information contained in footnotes 4, 5, 7, and 14 were audited by other
auditors whose reports have been furnished to us, and our opinion, insofar as it
relates to the details of these footnotes is based solely on the reports of the
other auditors.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit and the report of the other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audit and the report of the other auditors, the
financial statements referred to above present fairly, in all material respects
the financial position of Fenway International Inc. as of December 31, 1998 and
the results of its operations and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
The Company is developing mining properties in the Republic of the Philippines.
In is imperative that additional capital is received in order to develop the
projects.
/s/ Moffitt & Company, P.C.
Moffitt & Company, P.C.
February 23, 1999
F-3
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1998, 1997 and 1996
ASSETS
<TABLE>
<CAPTION>
December 31,
-----------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash $ 11,583 $ 0 $ 0
Accounts receivable 12,234 0 0
Advance royalty payments (Note 5) 160,813 0 0
Prepaid expenses 3,633 0 0
Investment in Palcan Mining and Cement Corporations (Note 4) 23,558 0 0
Investments in projects in The Republic of the Philippines
(Notes 4, 5 and 6) 2,685,687 0 0
Loan receivable (Note 7) 85,211 0 0
Property and equipment (Note 8) 6,399 0 0
Deferred tax assets (Notes 1 and 9) 0 0 0
----------- ----------- -----------
TOTAL ASSETS $ 2,989,118 $ 0 $ 0
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable
Trade $ 73,850 $ 0 $ 0
Related parties 48,789 0 0
Accrued liabilities 6,715 0 0
Short term notes payable (Note 11) 127,808 0 0
Advances on stock subscriptions (Note 12) 23,900 0 0
----------- ----------- -----------
TOTAL LIABILITIES 281,062 0 0
----------- ----------- -----------
STOCKHOLDERS' EQUITY (NOTES 1, 12 , 13, 14 and 15)
Common stock, par value $0.001 per share
Authorized 100,000,000 shares
Issued and outstanding
1998 - 19,360,955 shares 19,361
1997 and 1996 - 714,090 shares 714 714
Paid in capital in excess of par value of stock 3,096,079 36,310 32,710
Deficit accumulated during development stage (407,384) (37,024) (33,424)
----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY 2,708,056 0 0
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 2,989,118 $ 0 $ 0
=========== =========== ===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-4
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 AND
FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
<TABLE>
<CAPTION>
May 7, 1984
(Date of
Years ended December 31, Inception)
--------------------------------------------- to December
1998 1997 1996 31, 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
DEVELOPMENT COSTS (370,360) 1,300 3,600 407,384
----------- ----------- ----------- -----------
NET (LOSS) $ (370,360) $ (1,300) $ (3,600) $ (407,384)
=========== =========== =========== ===========
NET LOSS PER COMMON SHARE
(NOTE 1)
Basic $ 0.038 $ 0.002 $ 0.005 --
Diluted $ 0.038 0.002 0.005 --
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic 9,679,246 714,090 714,090 --
Diluted 9,679,246 714,090 714,090 --
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-5
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Paid In Accumulated
Capital in Deficit
Common stock Excess of During the
----------------------- Par Value Development
Shares Amount of Stock Stage
-------- -------- ----------- -----------
<S> <C> <C> <C> <C>
BALANCE, MAY 7, 1984
(DATE OF INCEPTION) 0 $ 0 $ 0 $ 0
Issuance of common stock for
mineral lease (unknown value)
and expenses at $.005 -
May 7, 1984 600,000 600 2,400 0
Issuance of common stock for
cash at $.267 - May 7, 1984 8,610 9 2,287 0
Net loss for the period ended
December 31, 1984 0 0 0 (5,296)
Issuance of common stock for
services at $.267 -
February 3, 1985 9,000 9 2,391 0
Issuance of common stock for
cash at $.267 - February 3, 1985 96,480 96 25,632 0
Net loss for the year ended
December 31, 1985 0 0 0 (28,128)
-------- -------- -------- --------
BALANCE, DECEMBER 31, 1985 714,090 714 32,710 (33,424)
-------- -------- -------- --------
BALANCE, DECEMBER 31, 1996 714,090 714 32,710 (33,424)
Contribution to capital -
expenses - 1997 0 0 3,600 0
Net loss for the year ended
December 31, 1997 0 0 0 (3,600)
-------- -------- -------- --------
BALANCE, DECEMBER 31, 1997 714,090 $ 714 $ 36,310 $(37,024)
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-6
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY( CONTINUED)
FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Paid In Accumulated
Capital in Deficit
Common stock Excess of During the
-------------------------- Par Value Development
Shares Amount of Stock Stage
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Contribution to capital -
expenses - 1998 0 $ 0 $ 1,300 $ 0
Issuance of common stock
for cash
$.01 - May 29, 1998 2,000,000 2,000 18,000 0
$.01 - June 9, 1998 9,000,000 9,000 81,000 0
Issuance of common stock for
net assets of Fenway
Resources Ltd - $.387 -
August 31, 1998 7,644,067 7,644 2,950,988 0
Issuance of common stock
for cash
$3.00 - October 29, 1998 2,128 2 6,450 0
$3.00 - October 29, 1998 670 1 2,031 0
Net loss for the year
ended December 31, 1998 0 0 0 (370,360)
---------- ---------- ---------- ----------
BALANCE, DECEMBER 31, 1998 19,360,955 $ 19,361 $3,096,079 $ ( 407,384)
========== ========== ========== ===========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-7
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998, 1997 AND 1996 AND
FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(370,360) $ (3,600)
Adjustments to reconcile net (loss)
to net cash (used) by operating activities
Depreciation 587 0
Contributions to capital and stock issued for
expenses and services 0 3,600
Increases (decreases) in:
Cash-held in lawyer's trust account 118,578 0
Interest receivable (1,867) 0
Accounts receivable and prepaid expenses 2,444 0
Accounts payable 63,985 0
Accrued liabilities 6,715 0
--------- ---------
NET CASH (USED) BY OPERATING
ACTIVITIES (179,918) 0
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Palcan Mining and Cement Corporations (23,558) 0
--------- ---------
NET CASH (USED) BY INVESTING
ACTIVITIES (23,558) 0
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 158,901 0
Proceeds from issuance of short term notes 32,258 0
Advances on stock subscriptions 23,900 0
--------- ---------
NET CASH PROVIDED BY FINANCING
ACTIVITIES 215,059 0
--------- ---------
NET INCREASE IN CASH 11,583 0
CASH AT BEGINNING OF PERIOD 0 0
--------- ---------
CASH AT END OF PERIOD $ 11,583 $ 0
========= =========
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-8
<PAGE>
May 4, 1984
(Date of
Inception)
Year Ended December 31, to December 31,
1996 1998
----------------------- ---------------
$ 0 $(407,384)
0 587
0 9,000
0 118,578
0 (1,867)
0 2,444
0 63,985
0 6,715
--------- ---------
0 (207,942)
--------- ---------
0 (23,558)
--------- ---------
0 (23,558)
--------- ---------
0 186,925
0 32,258
0 23,900
--------- ---------
0 243,083
--------- ---------
0 11,583
0 0
--------- ---------
$ 0 $ 11,583
========= =========
See Accompanying Notes and Independent Auditors' Report.
F-9
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996 AND
FOR THE PERIOD FROM MAY 7, 1984 (DATE OF INCEPTION) TO
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Years Ended December 31,
------------------------
1998 1997
---------- -----------
<S> <C> <C>
SCHEDULE OF NON CASH INVESTING AND
FINANCING ACTIVITIES
Issuance of 400,000 shares of common stock for mineral lease (unknown
value) and expenses - 1984
Issuance of 9,000 shares of common stock for
services - 1985
Contribution to capital - expenses - 1997 $ 3,600
----------
Contribution to capital - expenses - 1998 $ 1,300
----------
Issuance of 7,644,067 shares of stock - August 31, 1998 $2,918,215
----------
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION
Interest paid $ 0 $ 0
========== ==========
Taxes paid $ 0 $ 0
========== ==========
</TABLE>
F-10
<PAGE>
May 4, 1984
(Date of
Inception)
Year Ended December 31, to December 31,
1996 1998
----------------------- ---------------
$ 3,000
-----------
$ 2,400
-----------
$ 3,600
-----------
$ 1,300
-----------
$ 2,918,215
-----------
$ 0 $ 0
=========== ===========
$ 0 $ 0
=========== ===========
See Accompanying Notes and Independent Auditors' Report.
F-11
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Organization and Nature of Business
The Company was incorporated under the laws of the State of Nevada on
May 7, 1984 for the primary purpose of developing mineral properties.
During 1985, the Company abandoned its remaining assets and settled
its liabilities and was inactive until 1998. In 1998, the Company
became active again by acquiring mineral properties in the Republic of
the Philippines. (See notes 4, 5 and 6).
Name Change
On September 2, 1998, the Company changed its name from Nevada-Utah
Gold, Inc. to Fenway International Inc.
Authorized Common Stock
On May 7, 1984, the Company was incorporated with authorized common
stock of 25,000 shares with a par value of $1.00. On July 10, 1997,
the authorized common stock was increased to 100,000,000 shares with a
change in par value to $0.001.
On July 26, 1997, the Company completed a forward stock split of its
outstanding common stock of one share for thirty shares. The financial
statements have been prepared showing after stock split shares with a
par value of $0.001 from its inception.
Accounting Estimates
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting
principles. Those estimates and assumptions affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual
results could vary from the estimates that were used.
Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
See Accompanying Notes and Independent Auditors' Report.
F-12
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (CONTINUED)
Income Taxes
Provisions for income taxes are based on taxes payable or refundable
for the current year and deferred taxes on temporary differences
between the amount of taxable income and pretax financial income and
between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and
liabilities are included in the financial statements at currently
enacted income tax rates applicable to the period in which the
deferred tax assets and liabilities are expected to be realized or
settled as prescribed in FASB Statement No. 109, Accounting for Income
Taxes. As changes in tax laws or rate are enacted, deferred tax assets
and liabilities are adjusted through the provision for income taxes.
Compensated Absences
Employees of the corporation are entitled to paid vacations, sick days
and other time off depending on job classification, length of service
and other factors. It is impractical to estimate the amount of
compensation for future absences, and accordingly, no liability has
been recorded in the accompanying financial statements. The
corporation's policy is to recognize the costs of compensated absences
when paid to employees.
Net Loss Per Share
Net loss per common share is computed by dividing net loss by the
weighted average number of shares outstanding during the period.
Disclosure About Fair Value of Financial Instruments
The company has financial instruments, none of which are held for
trading purposes. The company estimates that the fair value of all
financial instruments at December 31, 1998 as defined in FASB 107,
does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet. The
estimated fair value amounts have been determined by the company using
available market information and appropriate valuation methodologies.
Considerable judgement is required in interpreting market data to
develop the estimates of fair value, and accordingly, the estimates
are not necessarily indicative of the amounts that the company could
realize in a current market exchange.
NOTE 2 DEVELOPMENT STAGE OPERATIONS
As of December 31, 1998, the Company was in the development stage of
operations. According to the Financial Accounting Standards Board of
the Financial Accounting Foundation, a development stage Company is
defined as a company that devotes most of its activities to
establishing a new business activity. In addition, planned principle
activities
See Accompanying Notes and Independent Auditors' Report.
F-13
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 2 DEVELOPMENT STAGE OPERATIONS (CONTINUED)
have not commenced, or have commenced and have not yet produced
significant revenue.
FAS-7 requires that all development costs be expensed during the
development period. The Company expensed $370,360 of development costs
for the year ended December 31, 1998 and $407,384 from May 7, 1984
(date of inception) to December 31, 1998.
NOTE 3 PURCHASE OF NET ASSETS OF FENWAY RESOURCES LTD.
On August 31, 1998, the Company purchased the business which includes
all of the assets, less liabilities of Fenway Resources Ltd. The
Company is accounting for this acquisition under the purchase method
of accounting.
Business combinations accounted for by the purchase method are
recorded at cost. Cost is determined as the fair value of the net
assets acquired or as the fair value of the consideration given,
whichever is more objectively determinable.
In accordance with generally accepted accounting principles,
management allocated the cost of the shares issued based upon the fair
market value of the assets acquired. The fair market value of the
assets was determined by obtaining an independent appraisal of the
assets.
Fenway International Inc. issued 7,644,067 shares of its common stock
for the net assets acquired and valued the stock at $2,958,632.
The following is a summary of the net assets purchased and the common
stock issued:
United
States Canadian
Dollars Dollars
----------- -----------
Cash $ 40,417 $ 63,449
Cash-held in lawyer's trust account 118,578 186,151
Accounts receivable 5,097 8,001
Advance royalty payments 160,813 252,453
Prepaid expenses 11,914 18,704
Investments in projects in Palawan,
Philippines 2,685,687 4,216,149
Loan receivable 83,344 130,838
Property and equipment 6,986 10,967
Accounts payable (58,654) (92,078)
Short term loan (95,550) (150,000)
----------- -----------
Cost of acquired net assets purchased $ 2,958,632 $ 4,644,634
=========== ===========
See Accompanying Notes and Independent Auditors' Report.
F-14
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 3 PURCHASE OF NET ASSETS OF FENWAY RESOURCES LTD. (CONTINUED)
In addition to the net assets acquired, the Company assumed the
following obligations which are detailed in the accompanying
footnotes:
Assumed Obligations Footnote Number
------------------- ---------------
Consulting agreements 16
Incentive stock options and
warrants 14
Stock options and warrants to
Consortium members 5
All liabilities of the company
whether known or unknown,
contingent or absolute 2
NOTE 4 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS
Palcan Mining Corporation
A. Incorporation
Palcan Mining Corporation was incorporated in the Republic of the
Philippines on August 13, 1998 under Republic of the Philippines
Sec Reg No. A199811014. The term for which the corporation is to
exist is fifty years from and after the date of issuance of the
certificate of incorporation.
B. Incorporators and directors
Names and nationalities of the incorporators and directors are as
follows:
Name Nationality
---- -----------
Rene E. Cristobal Filipino
Carlos A. Fernandez Filipino
Dativa C. Dimaano-Sangalang Filipino
Arthur Leonard Taylor Canadian
Herbert John Wilson Canadian
See Accompanying Notes and Independent Auditors' Report.
F-15
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 4 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS (CONTINUED)
C. Authorized capital
The authorized capital stock of the corporation is one million
pesos in lawful money of the Republic of the Philippines, divided
into one thousand shares with the par value of one thousand pesos
per share.
D. Subscribers and issued capital
25% of the authorized capital stock has been subscribed and at
least 25% of the total subscription has been paid as follows:
Number of
Shares Amount Amount
Name Subscribed Subscribed Paid
------------ ------------ ------------- ------------
Rene E. Cristobal 200 p 200,000 p 50,000
Carlos A. Fernandez 150 150,000 37,500
Dativa C. Dimaano-
Sangalang 250 250,000 62,500
Arthur Leonard Taylor 1 1,000 1,000
Herbert John Wilson 1 1,000 1,000
Fenway Resources Ltd. 398 398,000 398,000
------------ ------------- ------------
1,000 p 1,000,000 p 550,000
============ ============= ============
E. The primary purpose of this corporation is to hold the mineral
claims of Central Palawan Mining and Ind. Corp. ("CPMIC"),
Palawan Star Mining Ventures, Inc. ("PSMVI") and Pyramid Hill
Mining & Ind. Corp. ("PHMIC"), their respective MPSA's, ECC's and
quarry shale and limestone and any other commercial minerals
found on the property and to buy, sell, on whole basis only,
exchange or otherwise produce and deal in all kinds of minerals
and in their products and by-products of every kind and
description and by whatsoever process; to purchase, lease,
option, locate or otherwise acquire, own, exchange, sell, assign
or contract out the property and the operation of the property,
or otherwise dispose of, pledge, mortgage, deed in trust,
hypothecate and deal in mining claims, land related to production
from the mining claims, timber lands, water, and water rights and
other property, both real and personal.
See Accompanying Notes and Independent Auditors' Report.
F-16
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 4 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS (CONTINUED)
Palcan Cement Corporation
A. Palcan Cement Corporation was incorporated in the Republic of the
Philippines on August 12, 1998 under Philippines Sec Reg No.
A199811013. The Company has a fiscal year end of December 31.
B. Incorporators and directors
Names and nationalities of the incorporators and directors are as
follows:
Name Nationality
--------------------------- -----------
Rene E. Cristobal Filipino
Carlos A. Fernandez Filipino
Dativa C. Dimaano-Sangalang Filipino
Arthur Leonard Taylor Canadian
Herbert John Wilson Canadian
C. Authorized capital
The authorized capital stock of the corporation is five million
pesos in lawful money of the Republic of the Philippines, divided
into five thousand shares with the par value of one thousand
pesos per share.
D. Subscribers and issued capital
The subscribers to the capital stock and the amounts paid-in to
their subscriptions are as follows
<TABLE>
<CAPTION>
Number of
Shares Amount Amount
Name Subscribed Subscribed Paid
--------------------- -------------- -------------- --------------
<S> <C> <C> <C>
Rene E. Cristobal 170 p 170,000 p 42,500
Carlos A. Fernandez 150 150,000 37,500
Dativa C. Dimaano-
Sangalang 180 180,000 45,000
Laurie G. Maranda 1 1,000 1,000
Robert George Muscroft 1 1,000 1,000
Arthur Leonard Taylor 1 1,000 1,000
Herbert John Wilson 1 1,000 1,000
Fenway Resources Ltd. 4,496 4,496,000 4,496,000
-------------- ------------- ------------
5,000 p 5,000,000 p 4,625,000
============== ============= ============
</TABLE>
See Accompanying Notes and Independent Auditors' Report.
F-17
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 4 INVESTMENT IN PALCAN MINING AND CEMENT CORPORATIONS (CONTINUED)
E. Foreign Investments Act of 1991
The Company has applied to do business under the Foreign
Investments Act of 1991, as amended by RA8179, with 90% foreign
equity, with the intention to operate an export enterprise with
the primary purpose of cement manufacturing.
NOTE 5 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT
Consortium Agreement
By letter amendment agreement dated April 30, 1997, all prior
agreements between Fenway and Central Palawan Mining and Industrial
Corporation ("CPMIC"), Palawan Star Mining Ventures Inc. ("Palawan
Star") and Pyramid Hill Mining and Industrial Corp. ("Pyramid Hill"),
were amended in accordance with the terms and amendments below:
A. Reference and Interpretation
CPMIC, Palawan Star and Pyramid Hill shall be collectively
referred to as the "Consortium".
B. Joint Venture Mining Company ("JVMC")
I. A Joint Venture Mining Company shall be established.
II. Neither the Consortium nor each member of the Consortium
shall have any equity interest in the JVMC and each member
assigns and waives all right to own and subscribe to the
shares of the JVMC.
III. 10% of net profits of the JVMC shall be paid to the
Consortium as consideration for the transfer of their
respective interests in each of the properties, including
the mining claims, the MPSA and the ECC.
IV. Royalty payments applicable to raw material quarried or
mined from property belonging individually to CPMIC, Palawan
Star and Pyramid Hill will be waived and surrendered by each
member of the Consortium in favor of the Consortium.
See Accompanying Notes and Independent Auditors' Report.
F-18
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 5 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT
(CONTINUED)
V. The properties, consisting of mining claims, the MPSA, and
the ECC and all rights, title and interest thereto shall be
transferred by each member of the Consortium to the JVMC.
C. Advances in Relation to the Joint Venture Mining Company
I. In consideration of the amendments in the letter amendment
agreement, Fenway shall, upon signing, pay the Consortium
US$100,000 as an advance maintenance payment which shall be
deducted from the royalties payable to the Consortium.
II. JVMC is to advance US$100,000 to each member of the
Consortium per year payable prorata in quarterly payments as
advance royalty payments to be deducted from the royalties
of $0.35 per ton of raw material used in the manufacture of
cement from the properties. Advance royalty payments shall
cease upon commencement of commercial production of any one
of the properties of the Consortium.
D. Joint Venture Cement Manufacturing Company ("JVCC")
A joint venture cement manufacturing company will be formed for
the development of the Palawan Cement Project for the
manufacturing of cement and related cement products.
E. Interest in Net Profit of JVCC
10% interest in the net profit of the JVCC are to go to the
Consortium out of the interest of Fenway in the JVCC.
F. Conditions Precedent to this Agreement
Receipt of an Environmental Compliance Certificate ("ECC") and a
Mineral Production Sharing Agreement ("MPSA") shall be conditions
precedent to the establishment of JVMC and JVCC, and accordingly
the production funding deadline of June 30, 1997 will be extended
and the right to purchase 10% of Fenway's interest is waived.
See Accompanying Notes and Independent Auditors' Report.
F-19
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 5 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - CONSORTIUM AGREEMENT
(CONTINUED)
G. Share Options and Warrants
I. The Consortium members will have options to purchase Fenway
shares, subject to regulatory approvals, as follows:
<TABLE>
<CAPTION>
CPMIC PALAWAN STAR PYRAMID HILL
---------------------------- ------------ ------------
<S> <C> <C>
Nine hundred Thousand Shares 1 million shares 4 million shares
@ CAN $2.00/sh @ CAN $4.00/sh@ CAN $2.00/sh
With 1:1 warrant 1 million shares
@ CAN $3.00/sh @ CAN $5.00/sh
exercisable at any time exercisable at any time
</TABLE>
II. The common conditions governing both Stock Options and
Warrants in G(I), above, are as follows.
a. The timing of the release of the shares is subject to
the release of the senior financing or funding;
b. They are exercisable only upon receipt of the
Production Funds;
c. The terms and payment are to be determined in a
separate agreement to be entered into between and among
Fenway and the individual members of the Consortium.
III. Subject to the approval by the relevant Securities
Regulatory Authorities, it is expressly understood that the
stock options and warrants referred to above may not be
exercised by the Consortium until such time as Fenway has
received the Acceptable Funding Commitment, provided
however, that Fenway may issue at any time all or a portion
of the warrants and Consortium may exercise at any time the
warrants in the event the issued and outstanding share
capital of Fenway is increased in order to facilitate and/or
meet the financing requirements to undertake the Palawan
Cement Project.
See Accompanying Notes and Independent Auditors' Report.
F-20
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 6 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - OPTION AGREEMENT - NEGOR
RR CEMENT PROJECT
On July 16, 1998, the Company entered into an option agreement with
Negor RR Cement Corporation, a Philippine corporation, for the purpose
of forming and operating a mining and cement manufacturing company.
The following are the details of the option agreement:
A. For a period of four (4) years following the date of acceptance
by the Company of a commercial feasibility study and report for
the Project, which study and report are sufficient to enable the
Company to obtain any and all funds necessary or appropriate to
finance the development and operation of the Project, that number
of shares of the Company's $.001 par value common stock equal to
the lesser of (a) two million (2,000,000) such shares, or (b)
equal to ten percent (10%) of the then issued and outstanding
shares of that common stock, at a purchase price of Five United
States Dollars ($5.00) per share.
B. The Manufacturing Company shall prepare, sign and deliver to
Negor any and all documents and other instruments necessary or
appropriate to vest in Negor a free, carried ownership interest
in the manufacturing Company equal to ten percent (10%). As a
result of such ownership interest, Negor shall be entitled to
have allocated to it ten percent (10%) of the net profits, losses
and credits of the manufacturing company.
C. The Manufacturing Company shall prepare, sign and deliver, to the
Company any and all documents and other instruments necessary or
appropriate to vest in the Company an ownership interest in the
manufacturing Company equal to ninety percent (90%). As a result
of such ownership interest, the Company shall be entitled to have
allocated to it ninety percent (90%) of the net profits, losses
and credits of the manufacturing company.
D. The Mining Company shall prepare, sign and deliver to Negor any
and all documents and other instruments necessary or appropriate
to vest in Negor an ownership interest in the mining Company
equal to forty percent (40%). As a result of such ownership
interest, Negor shall be entitled to have allocated to it forty
percent (40%) of the net profits, losses and credits of the
mining company.
E. The Mining Company shall prepare, sign and deliver to the Company
any and all documents and other instruments necessary or
appropriate to vest in the Company an ownership interest in the
mining company equal to forty percent (40%). As a result
See Accompanying Notes and Independent Auditors' Report.
F-21
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 6 INVESTMENT IN THE REPUBLIC OF PHILIPPINES - OPTION AGREEMENT - NEGOR
RR CEMENT PROJECT (CONTINUED)
of such ownership interest, the Company shall be entitled to have
allocated to it forty percent (40%) of the net profits, losses and
credits of the mining company.
F. The Mining Company shall prepare, sign and deliver to one or more
third party investors any and all documents and other instruments
necessary or appropriate to vest collectively in those third
party investors an ownership interest in the mining company equal
to twenty percent (20%). As a result of such ownership interest,
those third party investors shall be entitled to have allocated
to it twenty percent (20%) of the net profits, losses and credits
of the mining company.
G. Payment obligations $50,000 at date of signing of the agreement
$50,000 no later than September 30, 1998 (Both payments were
made)
At such time as all feasibility studies and similar studies and
reports are completed which are necessary or appropriate for the
construction and operation of the manufacturing facilities and
which will be required prior to the receipt of the funds required
to finance construction of the manufacturing facilities, which
funds may be contributions to capital and proceeds from one or
more borrowing transactions, or either of them, the manufacturing
company shall pay to Negor One Million United States Dollars
($1,000,000.00). In connection with any and all such borrowing
transactions, the acquired claims may be utilized as collateral
or otherwise be pledged to enhance the credit of the borrower.
NOTE 7 LOAN RECEIVABLE
The Company loaned $80,000 to Central Palawan Mining & Industrial
Corp., Palawan Star Mining Ventures Inc. and Pyramid Hill Mining &
Industrial Corp. on September 6, 1995. This loan bears interest at 7%
per annum from date of signing until repaid in full.
NOTE 8 PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Major renewals and
improvements are charged to the asset accounts while replacements,
maintenance and repairs, which do not improve or extend the lives of
respective assets, are expensed. At the time property and equipment
are
See Accompanying Notes and Independent Auditors' Report.
F-22
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 8 PROPERTY AND EQUIPMENT (CONTINUED)
retired or otherwise disposed of, the assets and related depreciation
accounts are relieved of the applicable amounts. Gains or losses from
retirements or sales are credited or charged to income.
The Company depreciates its property and equipment for financial
reporting purposes using the accelerated methods based upon an
estimated useful life of five years.
The components of the property and equipment are as follows:
Office equipment $ 6,189
Computers 5,360
--------------
Total cost 11,549
Less accumulated depreciation 5,150
Total property and equipment $ 6,399
==============
NOTE 9 DEFERRED TAX ASSETS
Deferred tax assets arise from the net operating loss carryforwards
Total deferred tax asset $ 102,000
Less valuation allowance 102,000
--------------
Net deferred tax asset $ 0
==============
NOTE 10 NET OPERATING LOSS CARRYFORWARD
The Company has the following net operating loss carryforwards:
Tax Year Amount Expiration date
----------------- ------------ -----------------
December 31, 1984 $ 5,296 December 31, 1999
December 31, 1985 28,128 December 31, 2000
December 31, 1987 3,600 December 31, 2001
December 31, 1998 370,360 December 31, 2018
------------
$ 407,384
============
See Accompanying Notes and Independent Auditors' Report.
F-23
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 11 SHORT TERM NOTES PAYABLE
The Company has two short term loans as follows:
A. Unsecured, 12% note dated June 3, 1998 for
$150,000 Canadian dollars. There is no due
date on the note. $ 95,856
B. Unsecured, no interest note dated September 28,
1998 for $50,000 Canadian dollars. There is no
due date on the note. 31,952
$ 127,808
==========
NOTE 12 ADVANCES ON STOCK SUBSCRIPTIONS
On September 2, 1998, the Company entered into an agreement to issue
500,000 shares of common stock to G.I. Joe Ltd., a United Kingdom
Corporation, for $0.25 per share or $125,000. As of December 31, 1998,
the Company received $23,900 on the stock subscription. The balance of
the funds were paid on January 15, 1999.
NOTE 13 PRIVATE PLACEMENT OF COMMON STOCK
On May 27, 1998, the Company sold 9,000,000 shares of its $0.001 par
value common stock for $0.01 per share. The shares were issued
pursuant to the provisions of Rule 504 of Regulation D promulgated by
the Securities and Exchange Commission.
The net proceeds to the Company were $90,000.
See Accompanying Notes and Independent Auditors' Report.
F-24
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 14 STOCK OPTIONS AND WARRANTS OUTSTANDING
A. The Company has incentive stock options outstanding at December
31, 1998 as follows:
<TABLE>
<CAPTION>
Number of Exercise Expiration
Name of Optionee Shares Price Date
---------------------- -------------- ----------------- -----------------
<S> <C> <C> <C>
Milton M. Schlesinger 200,000 US $3.00 July 4, 2004
Steven Sobolewski 250,000 US $3.00 July 4, 2004
H. John Wilson 500,000 US $3.00 July 4, 2004
A. Leonard Taylor 500,000 US $3.00 July 4, 2004
Laurie G. Maranda 300,000 US $3.00 July 4, 2004
R. George Muscroft 300,000 US $3.00 July 4, 2004
Willi Magill 200,000 US $3.00 July 4, 2004
Detty Sangalang 200,000 US $3.00 July 4, 2004
Rene E. Cristobal 200,000 US $3.00 July 4, 2004
Carlos Fernandez 200,000 US $3.00 July 4, 2004
Robert Shoofey 200,000 US $3.00 July 4, 2004
Daniel Maarsman 200,000 US $3.00 July 4, 2004
Edward Cardozo 200,000 US $3.00 July 4, 2004
--------------
3,450,000
==============
</TABLE>
In addition there are options outstanding applicable to investment in
Projects in Palawan, Philippine (see note 5).
B. Warrants outstanding as of December 31, 1998
45,750 Shares at a price of Canadian $5.50 per share
if exercised on or before December 5, 1999
25,250 Shares at a price of Canadian $5.50 per share
if exercised on or before February 25, 2000
28,901 Shares at a price of Canadian $5.50 per share
if exercised on or before May 29, 2000
25,000 Shares at a price of Canadian $5.50 per share
if exercised on or before June 2, 2000
27,000 Shares at a price of Canadian $5.50 per share
if exercised on or before June 6, 2000
2,128 Shares at a price of United States $4.00 per
share if exercised on or before October 29, 2000
670 Shares at a price of United States $4.00 per
share if exercised on or before October 29, 2000
----------
154,699
==========
See Accompanying Notes and Independent Auditors' Report.
F-25
<PAGE>
FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 15 ISSUANCE OF 2,000,000 SHARES
On May 29, 1998, the Company issued 2,000,000 shares of common stock
to an officer and director of the Company for a total consideration of
$20,000.
NOTE 16 CONSULTING AGREEMENT WITH RELATED PARTIES
The Company assumed two consulting agreements with former directors of
Fenway Resources Ltd as follows:
R. George Muscroft - $5,000 Canadian dollars payable quarterly
Laurie Maranda - $5,000 Canadian dollars payable quarterly
NOTE 17 OPERATING LEASES
The Company is leasing office facilities in Vancouver, British
Columbia, Canada and Manila, Philippines as follows:
Vancouver
5 year lease expiring February 28, 2001 Monthly
rental of $308 plus occupancy costs
Manila
5 year lease expiring April 30, 2002 Monthly rental
of $1,754 plus occupancy costs
Future minimum lease payments are as follows:
December 31, 1999 $ 24,744
December 31, 2000 24,744
December 31, 2001 23,204
December 31, 2002 7,538
------------
$ 80,230
============
Rent expense for the year ended December 31, 1998 was $11,805.
NOTE 18 CONTINGENCIES
As explained in footnote number 3, the Company purchased all of the
assets of Fenway Resources Ltd. Fenway Resources Ltd. also had a
number of employment contracts with corporation officers. As of the
date of this report, it is not known if the employment contracts with
be transferred to and honored by Fenway International Inc.
See Accompanying Notes and Independent Auditors' Report.
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FENWAY INTERNATIONAL INC.
KNOWN AS NEVADA-UTAH GOLD, INC. IN 1997 AND 1996
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1997 AND 1996
NOTE 19 SUBSEQUENT EVENTS
The Company issued the following stock options in 1999:
Number of Exercise Expiration
Name of Optionee Shares Price Date
------------------- ------------ ---------- ------------
Patrick Hinds 100,000 US $4.00 February 18, 2000
Michael Laidlaw 200,000 US $4.00 February 15, 2000
------------
300,000
============
See Accompanying Notes and Independent Auditors' Report.
F-27
SECRETARY OF STATE
THE GREAT SEAL OF THE STATE OF NEVADA
[GRAPHIC OMITTED]
STATE OF NEVADA
CERTIFICATE OF EXISTENCE
WITH STATUS IN GOOD STANDING
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that I am, by the laws of said State, the custodian of the
records relating to filings by corporations, limited-liability companies,
limited partnerships, and limited-liability partnerships pursuant to Title 7 of
the Nevada Revised Statutes which are either presently in a status of good
standing or were in good standing for a time period subsequent of 1976 and am
the proper officer to execute this certificate.
I further certify that the records of the Nevada Secretary of State, at the date
of this certificate, evidence, NEVADA-UTAH GOLD, INC., as a corporation duly
organized under the laws of Nevada and existing under and by virtue of the laws
of the State of Nevada since May 7, 1984, and is in good standing in this state.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, on July 11, 1997.
/S/ DEAN HELLER
Secretary of State
[SEAL]
By /S/ [ILLIGIBLE]
Certification Clerk
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BYLAWS OF
THE NEVADA UTAH GOLD, INC.,
a Nevada Corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The principal office for the transaction of
the business of the corporation is fixed and located at 4700 South 900 East STE
41-b, Salt lake City, Utah 84117. The Board of Directors may change the
principal office from one location to another as from time to time may be
necessary. Any change of this location shall be noted by the Secretary on these
Bylaws opposite this section, or this section may be amended to state the new
location.
Section 2. OTHER OFFICES. The Board of Directors may, at any time,
establish branch or subordinate offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders may be held
on the last Saturday of March of each year at 10:00 a.m. or at such other date
and time which may be scheduled by the Board of Directors to the extent that
such scheduling is in compliance with the laws of the state of incorporation of
the Company. At this meeting, Directors shall be elected, and any other proper
business within the power of the shareholders may be transacted. In the event
that an annual meeting is not held in any year, the Board of Directors, as then
constituted, shall continue to perform their duties until such annual or special
meeting is properly called and they, or any of them, are re-elected or replaced.
Section 2. PLACE OF MEETINGS. All annual shareholders meetings shall be
held at the corporation's principal office, or a location selected by the Board
of Directors and notice to the shareholders as required by Section 4 of these
Articles, and all other shareholders meetings shall be held either at the
principal office or any other place within or outside the State of Nevada that
may be designated either by the Board of Directors in accordance with these
Bylaws, or by the written consent of all persons entitled to vote at the
meeting, given either before or after the meeting and filed with the Secretary
of the Corporation.
Section 3. SHAREHOLDER ACTION WITHOUT MEETING. Pursuant to Nevada
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law, any action which could be taken at a meeting of the shareholders may be
take without a meeting, if a written consent thereto is signed by shareholders
holding at least a majority of the voting power of the corporation, except that
if a different proportion of voting power is required for such action at a
meeting, then that proportion of written consent shall be required.
Section 4. SPECIAL MEETINGS. A Special shareholders meeting for any purpose
whatsoever may be called at any time by the President, any Vice-President, the
Board of Directors, or one or more shareholders holding not less than one-tenth
(1/10) of the voting power or the Corporation.
Section 5. NOTICE OF MEETINGS. Written notices specifying the place, day,
and hour of the meeting and, in the case of a special meeting, the general
nature of the business to be transacted, shall be given not less than ten (10)
days, nor more than fifty (50) days before the date of the meeting. Such notice
must be given personally or by mail or by other means of written communication,
addressed to the shareholder at the address appearing on the books of the
corporation or given by the shareholder to the corporation for the purpose of
notice. If no such address appears or is given by a shareholder of record
entitled to vote at the meeting, notice is given at the place where the
principal executive office of the corporation is located, or by publication at
least once in a newspaper of general circulation in the county where the
principal executive office is located.
The notice shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of written
communication. An affidavit of mailing of any notice in accordance with the
provisions of this section executed by the Secretary shall be prima facie
evidence of the giving of notice.
Section 6. WAIVER OF NOTICE. A shareholder may waive notice of any annual
or special meeting by signing a written notice of waiver either before or after
the date of such meeting.
Section 7. QUORUM. The presence in person or by proxy of the holders of at
least fifty-one percent (51%) of the outstanding shares entitled to vote at any
meeting of the shareholders shall constitute a quorum for the transaction of
business. The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment notwithstanding
the withdrawal of enough shareholders to leave less than a quorum, any action
taken (other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Section 8. PROXIES. Every person entitled to vote at a shareholders meeting
of the corporation, or entitled to execute written consent authorizing action in
lieu of a meeting, may do so either in person or by proxy executed in writing by
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after eleven (11) months from the date of its execution unless otherwise
provided in the proxy.
Section 9. VOTING. Except & otherwise provided in the Articles of
Incorporation
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or by agreement or by the general corporation law, shareholders at the close of
business on the record date are entitled to notice and to vote.
Section 10. LIST OF SHAREHOLDERS. The Secretary shall prepare, at least ten
(10) days before every meeting of shareholders, a complete list of the
shareholders entitled to vote at the meeting, arranged in alphabetical order,
showing the address of each shareholder and the number of shares registered in
the name of each shareholder. Such list shall be open to the examination of any
shareholder, for any purpose germane to the meeting. This list shall be produced
and kept at the time and place of the meeting during the whole time thereof and
may be inspected by any shareholder present.
Section 11. INSPECTORS. At each meeting of shareholders, the chairman of
the meeting may appoint one or more inspectors of voting, whose duty it shall be
to receive and count the ballots and make a written report showing the result of
the balloting. The Secretary of the Corporation may perform this function.
Section 12. ELECTION BY BALLOT. Election for directors need not be by
ballot at the meeting and before the voting begins. The candidates receiving the
highest number of votes, up to the number of directors to be elected, shall be
elected. No cumulative voting shall be allowed.
Section 13. ORDER OF BUSINESS. The order of business at the annual meeting
of the shareholders insofar as possible, and at all other meetings of
shareholders, shall be as follows:
1. Call to order.
2. Proof of notice of meeting.
3. Reading and disposing of any unapproved minutes.
4. Reports of officers.
5. Reports of committees.
6. Election of Directors.
7. Disposition of unfinished business.
8. Disposition of new business.
9. Adjournment.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. Subject to the provisions of the Nevada
Corporation Act, and any limitations in the Articles of Incorporation and these
Bylaws relating to actions required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the Corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.
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Section 2. ENUMERATION OF DIRECTORS' POWER. Without prejudice to these
general rules, and subject to the same limitation, the Board of Directors shall
have the power to:
(a) Select and remove all officers, agents and employees of the
Corporation; prescribe any powers and duties for them that are consistent
with law, with the Articles of Incorporation, and these Bylaws; fix their
compensation; and require from them security for faithful service.
(b) Change the principal executive office or the principal business
office from one location to another; cause the Corporation to be qualified
to do business in any other state, territory, dependency, or country and
conduct business within or outside the State of Nevada; and designate any
place within or outside the State of Nevada for the holding of any
shareholders meeting of meetings, including annual meetings.
(c) Adopt, make, or use a corporate seal; prescribe the forms of
certificates of stock; and alter the form of the seal and certificate.
(d) Authorize the issuance of shares of stock of the Corporation on
any lawful terms, in consideration of money paid, labor done, services
actually rendered, debts or securities canceled, or tangible or intangible
property actually received.
(e) Borrow money and incur indebtedness on behalf of the Corporation,
and cause to be executed and delivered for the Corporation's purposes, in
the corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, and other evidences of debt and
securities.
(f) Engage in and/or adopt employment agreements, contracts, or other
employment contracts with independent contractors, companies, government
agencies, or individuals.
Section 3. NUMBER, TENURE, QUALIFICATION AND ELECTIONS. To the extent
allowed by the Articles of Incorporation, the Board of Directors shall be fixed
from time to time by resolution of the Board, but shall not be less than three
(3), nor shall it exceed five (5). Directors need not be shareholders of the
Corporation. The number of Directors may be increased beyond five (5) only by
approval of the outstanding shares of the Corporation. The Directors of the
Corporation shall be elected at the annual meeting of the shareholders and shall
serve until the next annual or special meeting is properly called and they, or
any of them, are re-elected and until their successors have been elected and
qualified.
Section 4. VACANCIES. A vacancy or vacancies on the Board of Directors
shall be deemed exist in the event of the death, resignation, or removal of any
Director, or if the Board of Directors by resolution declares vacant that office
of a Director who has been declared of unsound mind by an order of court or
convicted of a felony, or if the authorized number of Directors is increased,
the shareholders fail at any meeting of shareholders at which any Director
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<PAGE>
of Directors are elected, to elect the number of Directors to be voted for at
that meeting.
Any Director may resign effective on giving written notice to the Chairman
of the Board, the President, the Secretary, or the Board of Directors, unless a
notice specifies a later time for that resignation to become effective. If the
resignation of a Director is effective at a future time, the Board of Directors
may elect a successor to take office when the resignation becomes effective.
Vacancies on the Board of Directors may be filled by a majority of the
remaining Directors, whether or not less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a Director by the vote
or written consent of the shareholders or by court order may be files only by
the vote of a majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the unanimous written consent of the
shareholders of the outstanding shares entitles to vote. The shareholders may
elect a Director or Directors at any time to fill any vacancy or vacancies not
filled by the Directors, but any such election by written consent shall require
the consent of a majority of the outstanding shares entitled to vote, except
that filling a vacancy created by a removal of a Director shall require the
written consent of the holders of all outstanding shares entitled to vote.
Each Director so elected shall hold office until the next annual meeting of
the shareholders and until a successor has been elected and qualified.
Section 5. ANNUAL MEETING. Immediately following each annual meeting of
meeting of shareholders was held or at any other place that shall have been
designated by the shareholders, the Board of Directors may hold a regular
meeting at the place that the annual Board of Directors for the purpose of
organization, any desired election of officers, and the transaction of other
business. Notice of this meeting shall not be required.
Section 6. NOTICE OF MEETINGS. Notice need not be given of regular meetings
of the Board of Directors, nor is it necessary to give notice of adjourned
meetings. Notice of special meetings shall be in writing by mail at least four
(4) days prior to the date of the meeting or forty-eight (48) hours' notice
delivered personally or by telephone or telegraph or telecopier. Neither the
business to be transacted at, nor the purpose of any such meeting need be
specified in the notice. Attendance of a Director at a meeting shall constitute
a waiver of notice of that meeting except when the Director attends for the
express purpose of objecting to the transaction of any business in that the
meeting is not lawfully called or convened.
Section 7. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular and special
meetings of the Board of Directors may be held at any place within or outside
the State of Nevada that has been designated from time by the Board. In the
absence of such designation, meetings shall be at the principal executive office
of the Corporation. Any meeting, regular or special, may be held by conference
telephone, or similar communication equipment, as long as all Directors
participating in the meeting can hear one another, and all such Directors shall
be deemed to be present in person at the meeting.
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Section 8. SPECIAL MEETINGS. Special meetings of the Board of Directors for
any purpose or purposes may be called at any time by the Chairman of the Board
or the President, any Vice President, or the Secretary.
Section 9. MAJORITY OR QUORUM. A majority of the authorized number of
Directors constitutes a quorum of the Board for the transaction of business
except as hereinafter provided.
Section 10. TRANSACTIONS OF BOARD. Except as otherwise provided in the
Articles or these Bylaws, or by law, every act or decision done or made by a
majority of the Directors present at a duly held meeting at which a quorum is
present, is the act of the Board, provided, however, that any meeting at which a
quorum was initially present may continue to transact business notwithstanding
the withdrawal of Directors if any action taken is approved by at least a
majority of the required quorum for such meeting.
Section 11. ADJOURNMENT. A majority of Directors present at any meeting,
whether or not a quorum is present, may adjourn the meeting to another time and
place. If the meeting is adjourned for more than twenty-four (24) hours, notice
of the adjournment to another time and place must be given prior to the time of
the adjourned meeting to the Directors who were present at the time of the
adjournment.
Section 12. CONDUCT OF MEETINGS. The Chairman of the Board, or if there is
no such officer, the President, or in his absence, any Director selected by the
Director present shall preside at the meeting of the Board of Directors. The
Secretary of the Corporation or, in the Secretary's absence any person appointed
by the presiding officer, shall act as Secretary of the Board.
Section 13. ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of Directors may be taken without a meeting, if all members
of the Board shall individually or collectively consent in writing to such
action. Such action by written consent shall have the same force and effect as a
unanimous vote of the Board of Directors. Such written consent(s) shall be files
with the minutes of the proceedings of the Board.
Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and members of
committees may receive such compensation, if any, for their services, and such
reimbursement of expenses, as may be fixed or determined by resolution of the
Board of Directors. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation for such services.
Section 15. APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS. No bonuses or
share in the earnings or profits of the Corporation shall be paid to any of the
officers, Directors, or employees of the Corporation except as approved by the
Board of Directors.
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ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the Corporation shall be a President,
a Vice-President, a Secretary, and a Chief Financial Officer (Treasurer). The
Corporation may also have, at the discretion of the Board of Directors, a
Chairman of the Board, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article IV. Any number of offices may be held by
the same person, except the offices of President and Secretary.
Section 2. ELECTION OF OFFICERS. The officers of the Corporation, except
such officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article IV shall be chosen by the Board of Directors, and
each shall serve at the pleasure of the Board, subject to the rights, if any, of
an officer under any contract of employment.
Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint, and
may empower the President to appoint, such other officers as the business of the
corporation may require. Each of them shall hold office for such period, have
such authority and perform such duties as are provided in the Bylaws, or as the
Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the rights, if
any, of an officer under a contract of employment, any officer may be removed,
either with or without cause, by the Board of Directors, at any regular or
special meeting of the Board, or, except in case of an officer chosen by the
Board of Directors, by the Board of Directors.
Any officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect on the date of receipt of that
notice or at any later time specified in that notice; unless otherwise specified
in that notice. Any resignation is without prejudice to the rights, if any, of
the corporation under any contract for which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death,
resignation, removal, disqualification, or any other cause, shall be filled in
the manner prescribed in these Bylaws for regular appointments to that office.
Section 6. PRESIDENT. Subject to such powers, if any, as may be given by
the Bylaws or Board of Directors to other officers of the Corporation, the
President shall be the General Manager and Chief Executive Officer of the
Corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction, and control of the business and the officers of
the Corporation. He shall preside at all meetings of the shareholders and at all
meetings of the Board of Directors. He shall have the general powers and duties
of management usually vested in the office of President of a corporation, and
shall have such other powers and duties as may be prescribed by the Board of
Directors or the Bylaws.
Section 7. VICE-PRESIDENT. In the absence or disability of the President,
the
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Vice-President designated by the Board of Directors shall perform all the duties
of the President, and when so acting shall have all the powers of and be subject
to all of the restrictions upon, the President. The sole duty of the
Vice-President of this Corporation shall be to function as a representative of
the President in such case as the President may by absent or disabled. The
Vice-President may, when not acting in the representative capacity of the
President, hold other positions and be assigned other duties within the
Corporation.
Section 8. SECRETARY. The Secretary shall keep or cause to be kept, at the
principal executive office or such other place as the Board of Directors may
direct, a book of minutes of all meetings and actions of Directors, committees
of Directors and shareholders, with the time and place of holding, whether
regular or special, and, if special, how authorized, the notice given, the names
of those present at Director meetings or committee meetings, the number of
shares present or represented at shareholders meetings, and the proceedings.
The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation's transfer agent or registrar, as
determined by resolution of the Board of Directors, a record of shareholders, or
a duplicate record of shareholders showing the names of all shareholders and
their addresses, the number of shares held by each, the number and date of
certificates issued for the same, and the number and date of cancellation of
every certificate surrendered for cancellation.
The Secretary or Assistant Secretary, if they are absent or unable to act
or refuse to act, any other officer of the Corporation shall give, or cause to
be given, notice of all meetings of the shareholders, of the Board of Directors,
and of committees of the Board of Directors required by the Bylaws or by law to
be given. The Secretary shall keep the seal of the Corporation, if one is
adopted, in safe custody and shall have such other powers and perform such other
duties as may be prescribed by the Board of Directors or by the Bylaws.
Section 9. CHIEF FINANCIAL OFFICER. The Chief Financial Officer (Treasurer)
shall keep and maintain, or cause to be dept and maintained, adequate and
correct books and records of accounts of the properties and business
transactions of the Corporation, including accounts of its assets, liabilities,
receipts, disbursements, gains, losses, capital, retained earnings, and shares.
The book of accounts shall at all reasonable times be opened to inspection by
any Director.
The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform other such duties as may be
prescribed by the Board of Directors or the Bylaws.
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ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Director, officer, employee,
or other agent of this Corporation, or is or was serving at the request of this
Corporation as a Director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a Director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
under Section 4 or Section 5 of this Article.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This Corporation shall
defend and indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding (other than an action by or in the right of this
Corporation) by reason of the fact that such person is or was an agent of this
Corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that that person reasonably believed
to be in the best interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interest of this
Corporation or that the person had reasonable cause to believe that the person's
conduct was lawful.
Section 3. ACTIONS BY THE CORPORATION. This Corporation shall indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this Corporation
to procure a judgment in its favor by reason of the fact that said person is or
was an agent, counsel to the Corporation, officer or director of this
Corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that that person believed to be in the best interests of
this Corporation and with such care, including reasonably inquiry, that such
action would not be deemed grossly negligent on the part of such agent (for the
purposes of this Article V, the term "agent" shall mean and include all
officers, directors, counsel, and employees). Indemnification shall be available
under this Section 3, conditioned only upon the following:
(a) In respect of any claim, issue or matter as to which that person
may be liable to this Corporation, the duty and obligation of the
Corporation to defend and indemnify such agent shall be absolute unless and
only to the extent that the court in which that action was brought shall
determine, upon application, that in view of all the circumstances of the
case, said
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ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS, AND EXPENSES. For the purpose of this
Article, "agent" means any person who is or was a Director, officer, employee,
or other agent of this Corporation, or is or was serving at the request of this
Corporation as a Director, officer, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise, or
was a Director, officer, employee, or agent of a foreign or domestic corporation
which was a predecessor corporation of this corporation or of another enterprise
at the request of such predecessor corporation; "proceeding" means any
threatened, pending or completed action or proceeding, whether civil, criminal,
administrative, or investigative; and "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right to indemnification
under Section 4 or Section 5 of this Article.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This Corporation shall
defend and indemnify any person who was or is a party, or is threatened to be
made a party, to any proceeding (other than an action by or in the right of this
Corporation) by reason of the fact that such person is or was an agent of this
Corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding if that
person acted in good faith and in a manner that that person reasonably believed
to be in the best interests of this corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of that person was
unlawful. The termination of any proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interest of this
Corporation or that the person had reasonable cause to believe that the person's
conduct was lawful.
Section 3. ACTIONS BY THE CORPORATION. This Corporation shall indemnify any
person who was or is a party, or is threatened to be made a party, to any
threatened, pending or completed action by or in the right of this Corporation
to procure a judgment in its favor by reason of the fact that said person is or
was an agent, counsel to the Corporation, officer or director of this
Corporation, against expenses actually and reasonably incurred by that person in
connection with the defense or settlement of that action if that person acted in
good faith, in a manner that that person believed to be in the best interests of
this Corporation and with such care, including reasonably inquiry, that such
action would not be deemed grossly negligent on the part of such agent (for the
purposes of this Article V, the term "agent" shall mean and include all
officers, directors, counsel, and employees). Indemnification shall be available
under this Section 3, conditioned only upon the following:
(a) In respect of any claim, issue or matter as to which that person
may be liable to this Corporation, the duty and obligation of the
Corporation to defend and indemnify such agent shall be absolute unless and
only to the extent that the court in which that action was brought shall
determine, upon application, that in view of all the circumstances of the
case, said
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person acted with reckless disregard equated to gross negligence with
regard to the specific claims made against said person;
(b) The indemnification provisions set-forth herein are to be
interpreted as broadly as possible in their application to any officer,
director, counsel or agent of the corporation, to include accountants and
counsel for the corporation. Such interpretation shall treat these
provisions as continuing contractual obligations of the corporation and
subsequent modification shall not limit the effect of these provisions as
applied to the covered classes who were so covered, at any time following
adoption hereof.
Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an agent of this
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in Section 2 or 3 of this Article, or in defense of any
claim, issue, or matter therein, the agent shall be indemnified against expenses
actually and reasonably incurred by the agent in connection therewith. An agent
shall be deemed successful if the Court fails to make a specific finding
regarding the degree of fault as set forth in Section 3, hereinabove.
Section 5. REQUIRED APPROVAL. Except as provided in Section 4 of this
Article, any indemnification under this Article shall be made by this
Corporation only if authorized in the specific case on a determination that
indemnification of the agent is proper in the circumstances because the agent
has met the applicable standard of conduct set forth in Sections 2 or 3 of this
Article, by:
(a) A majority vote of a quorum consisting of Directors who are not
parties to the proceeding;
(b) Approval by the affirmative vote of a majority of the shares of
this corporation entitled to vote represented at a duly held meeting at
which a quorum is present or by written consent of holders of a majority of
the outstanding shares entitled to vote; or
(c) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or other
person rendering services in connection with the defense, whether or not
such application by the agent, attorney or other person is opposed by this
Corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending any
proceeding may be advanced by this Corporation before the final disposition of
the proceeding on receipt of an undertaking by or on behalf of the agent to
repay the amount of the advance unless it shall be determined ultimately that
the agent is entitled to be indemnified as authorized in this Article.
Section 7. OTHER CONTRACTUAL RIGHTS. Nothing contained in this Article
shall affect any right to indemnification to which persons other than Directors
and officers of this Corporation or any subsidiary hereof may be entitled to
contract or otherwise.
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<PAGE>
Section 8. INSURANCE. Upon and in the event of a determination by the Board
of Directors of this Corporation to purchase such insurance, this Corporation
shall purchase and maintain insurance on behalf of any agent of the corporation
against any liability asserted against or incurred by the agent in such capacity
or arising out of the agent's status as such whether or not this corporation
would have the power to indemnify the agent against that liability under the
provisions of this section.
Section 9. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN. This Article
does not apply to any proceeding against any trustee, investment manager, or
other fiduciary of an employee benefit plan in that person's capacity as such,
even though that person may also be an agent of the Corporation as defined in
Section 1 of this Article. Nothing contained in this Article shall limit any
right to indemnification to which such trustee, investment manager, or other
fiduciary may be entitled by contract or otherwise, which shall be enforceable
to the extent permitted by applicable law other than this Article.
ARTICLE VI
STOCK CERTIFICATES
Section 1. FORM The shares of the Corporation shall be represented by
certificates signed by the President or Vice President, and the Chief Financial
Officer or the Secretary of the Corporation. Any or all of such signatures may
be facsimiles if countersigned by a transfer agent, or registered by a
registrar, other than the Corporation itself or an employee of the Corporation.
Each such certificate shall also state:
(a) The name of the record holder of the shares represented by such
certificate;
(b) The number of shares represented thereby;
(c) A designation of any class or series of which such shares are a
part;
(d) That the shares have a par value of $0.001;
(e) That the corporation is organized under the laws of the State of
Nevada.
(f) Any restrictions applicable to the shares shall be so designated
on the face thereof
Section 2. TRANSFERS. Transfer of shares of the Corporation shall be made
in the manner set forth in the Nevada Uniform Commercial Code. The Corporation
shall maintain stock transfer books, and any transfers shall be registered
thereon only on request ans surrender of the stock certificate representing the
transferred shares, duly endorsed; if transfer is by Power
E-13
<PAGE>
of Attorney, the Power of Attorney shall be deposited with the Secretary of the
Corporation or with the designated Transfer Agency.
Section 3. LOST DESTROYED, AND STOLEN CERTIFICATES. No certificate or
shares of stock in the Corporation shall be issued in place of any certificate
alleged to have been lost, destroyed, stolen, or mutilated except on production
of such evidence and provision of such indemnity to the Corporation as the Board
of Directors may prescribe.
ARTICLE VII
CORPORATE ACTIONS
Section 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, or any agent or agents of the Corporation, to enter into any contract
or to 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 loan shall be made by the Corporation to its officers
or Directors, and no loan shall be made by the Corporation secured by its
shares. No loan shall be made or contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
Section 3. CHECKS, DRAFTS, OR ORDERS. All checks, drafts, or other orders
for the payment of money by or to the Corporation and all notes and other
evidence 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 be determined by resolution of the Board of Directors.
Section 4. BANK DEPOSITS. All funds of the Corporation not otherwise
employed, shall be deposited to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
ARTICLE VIII
MISCELLANEOUS
Section 1. INSPECTION OF CORPORATE RECORDS. The stock ledger and minute
books may be kept by any information storage device if readily convertible into
legible form. Any shareholder of record, in person or by an attorney or agent
who presents proof of such position with guaranteed signature on such proof,
may, upon written demand under oath, stating purpose, inspect for any proper
purpose, the stock ledger, list of shareholders and make written extracts of the
same. Such extracts shall be made in writing by the individual preparing or
E-14
<PAGE>
requesting such inspection and such inspection shall be during normal business
hours and shall not be made without at least five (5) business days Written
notice thereof. Such notice, to be effective must be received not at least five
(5) business days prior to the proposed inspection date, a signed receipt from
the US Postal Service shall be proof of such notice and the date of receipt.
Section 2. INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS. The original
or a copy of the Articles of Incorporation and Bylaws of the Corporation, as
amended or otherwise altered to date, and certified by the Secretary of the
Corporation, shall at all times be kept at the principal executive office of the
Corporation. Such Articles and Bylaws shall be open for inspection to all
shareholders of record or holders of voting trust certificates at all reasonable
times during the business hours of the Corporation.
Section 3. FISCAL YEAR. The fiscal year of the Corporation shall begin on
the first day of January of each year and end at midnight on the last day of
December of the same year or as otherwise determined by the Board of Directors.
Section 4. CONSTRUCTION AND DEFINITION. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions
contained in the applicable Nevada Statutes which shall govern the construction
of these Bylaws.
Without limiting the foregoing, the masculine gender where used included
the feminine and neuter; the singular number includes the plural, and the plural
number includes the singular; "shall" is mandatory and "may" is permissive; and
"person" includes the Corporation as well as a natural person.
ARTICLE IX
AMENDMENTS TO BYLAWS
These Bylaws may be amended at any time by a majority vote of the Board of
Directors or by a majority vote of the outstanding shares held by the
shareholders of the corporation.
CERTIFICATE OF SECRETARY OF ADOPTION BY DIRECTORS
I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary
of the above-names Corporation and that the above and foregoing Bylaws were
adopted as the Bylaws of said Corporation on the date set forth above by a
majority of vote of the directors of said Corporation.
Dated: May 7, 1984
/S/ SANDRA LAUSEN
------------------------------------
Sandra Lausen, Secretary
E-15
Filing Fee $75 00
BY Vaughan, Hull, Copenha[ILLEGIBLE]
& Hull
PO Box 1420
Elko, Nevada 89801
FILED
THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAY 7 1984
[ILLEGIBLE] SECRETARY OF STATE
/s/ [ILLEGIBLE]
No. 3164-84
ARTICLES OF INCORPORATION
OF
NEVADA-UTAH GOLD, INC.
We, the undersigned, hereby associate to establish a corporation under and
subject to the requirements of Title 7, Chapter 78 of Nevada Revised Statutes
and all other applicable laws of the State of Nevada, and for that purpose make
and adopt the following Articles of Incorporation for such corporation.
ARTICLE I
NAME
----
The name of this corporation is Nevada-Utah Gold, Inc..
ARTICLE II
PRINCIPAL OFFICE
----------------
The principal office of the corporation shall be at 530 Idaho Street, in
the City of Elko, County of Elko, State of Nevada. The designation herein of the
principal office of this corporation shall be without limitation upon the
corporation to establish a separate business office and additional places of
business, either in the State of Nevada, or elsewhere, or to at any tine change
said principal or place of business in accordance with any applicable
requirements of law.
ARTICLE III
PURPOSES AND POWERS
-------------------
The nature of the business and the objects or purposes to be transacted,
promoted or carried on by this corporation are:
A. To engage in any lawful activity:
E-16
<PAGE>
B. To have and exercise any and all rights, privileges, and powers which a
corporation may now or hereafter exercise.
This corporation shall be vested with all powers, rights, and privileges,
both general and special, as may be allowed by law, and more particularly, not
by way or limitation, but by way of partial enumeration only, such general and
special powers, rights and privileges as are set forth in 78.060, 78.065 and
78.070 of Chapter 78, Title 7, Nevada Revised Statutes, and as they may
hereafter be amended or supplemented.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
------------------------
A. This corporation is authorized to issue, not to exceed Twenty-Five
Thousand (25,000) shares of common stock of One Dollars ($1.00) par value. This
corporation shall not, except by amendment of the Articles, have authority to
issue any additional shares of stock having a One Dollar ($1.00) par value, and
said shares of stock having a One Dollar ($1.00) par value shall be the only
class of stock issued.
B. The Board of Directors may, from time to time, fix the consideration for
which shares shall be issued and sold by the corporation.
C. Every stockholder shall have such preemptive or preferential rights to
purchase and/or subscribe for his proportionate part of any shares of the same
class as those held by him which may be issued at any time by this corporation
as now or hereafter granted to stockholders under title 7. Chapter 78 of Nevada
Revised Statutes.
-2-
E-17
<PAGE>
D. Restrictions on Stock Transfers: The sale, assignment, negotiation,
pledge, hypothecation, and all other transfers and the registration of transfer
of stock and securities of this corporation, and interests therein, by voluntary
and involuntary manners and methods (whether by sale, assignment, negotiation,
pledge, security agreement and security interest, hypothecation, delivery of
possession, exchange, gift, transfer, devise, bequest, inheritance, succession,
execution, bankruptcy, court order, operation of law, or any other means or
method) is subject to the restrictions, terms and conditions imposed by these
Articles of Incorporation, the By-Laws of this corporation and by the
Stockholder Agreement, or agreements, if any, among the Stockholders of this
corporation and the corporation, and no actual or attempted sale, assignment,
negotiations, transfer, pledge or hypothecation shall be valid or effective
unless the same be in conformity and compliance therewith.
Such restrictions on the transfer or registration of transfer of stock of
this corporation may be enforced against the holder of the restricted stock and
any successor or transferee of the holder, including but not limited to a
spouse, children, other heirs, devisees, legatees, executor, administrator,
trustee, guardian, custodian, nominee, or other fiduciary entrusted with like
responsibility for the person or estate of the holder, and creditors.
-3-
E-18
<PAGE>
ARTICLE V
DIRECTORS
---------
A. Members of the governing board of this corporation shall be styled
"Directors". The number of Directors of this corporation shall be three (3)
unless all of the issued shares of stock of this corporation are owned
beneficially and of record by either one (1) or two (2) stockholders in which
event the number of directors may, by action of the Board of Directors, be the
same as the number of stockholders. The initial number of stockholders shall be
three (3). The names and post office addresses of the first Board of Directors
are:
NAME POST OFFICE ADDRESS
---- -------------------
Gary M. Lee 445 E. 200 South, Suite 300
Salt Lake City, Utah
Sandra Lausen 445 E. 200 South, Suite 300
Salt Lake City, Utah
John J. Trepanowski 445 E. 200 South, Suite 300
Salt Lake City, Utah
B. A director need not be a stockholder of this corporation.
C. At all elections of the directors of the corporation each holder of
voting stock shall be entitled to as many votes as shall equal the number of his
shares of stock multiplied by the number of directors to be elected, and he may
cast all of such votes for a single director, or may distribute them among the
number to be voted for, or any two or more of them, as he may see fit.
-4-
E-19
<PAGE>
ARTICLE VI
NOM-ASSESSABLE STOCK
--------------------
The capital stock, after the amount of the subscription price has been paid
in, shall not be subject to assessment to pay the debts of the capital stock of
said corporation, whether issued for money, services, property or otherwise,
shall be non-assessable. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever.
ARTICLE VII
INCORPORATORS
-------------
The names and post office addresses of the incorporators of this
corporation are:
NAME POST OFFICE ADDRESS
---- -------------------
Gary M. Lee 445 E. 200 South, Suite 300
Salt Lake City, Utah
Sandra Lausen 445 E. 200 South, Suite 300
Salt Lake City, Utah
John J. Trepanowski 445 E. 200 South, Suite 300
Salt Lake City, Utah
ARTICLE VIII
TERM
----
This corporation shall have perpetual existence.
IN WITNESS WHEREOF, the undersigned have hereunto set their respective
hands this 19th day of April, 1984.
-5-
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<PAGE>
/s/ Gary M. Lee
--------------------------
GARY M. LEE
/s/ Sandra Lausen
--------------------------
SANDRA LAUSEN
/s/ John J. Trepanowski
--------------------------
JOHN J. TREPANOWSKI
STATE OF NEVADA )
) SS.
COUNTY OF ELKO )
On April 19th, 1984, personally appeared before me, a Notary Public, GARY
M. LEE, who acknowledged that he executed the above instrument.
/s/ Bobbi Prunty
- - ---------------------------
NOTARY PUBLIC
----------------------------------------------
[SEAL] BOBBI PRUNTY
Notary Public State of Nevada
Elko County, Nevada
My appointment expires April 29, 1986
----------------------------------------------
STATE OF NEVADA )
) SS.
COUNTY OF ELKO )
On April 19th, 1984, personally appeared before me, a Notary Public, SANDRA
LAUSEN, who acknowledged that he executed the above instrument.
/s/ Bobbi Prunty
- - ---------------------------
NOTARY PUBLIC
----------------------------------------------
[SEAL] BOBBI PRUNTY
Notary Public State of Nevada
Elko County, Nevada
My appointment expires April 29, 1986
----------------------------------------------
STATE OF NEVADA )
) SS.
COUNTY OF ELKO )
On April 19th, 1984, personally appeared before me, a Notary Public, JOHN
J. TREPANOWSKI, who acknowledged that he executed the above instrument.
/s/ Bobbi Prunty
- - ---------------------------
NOTARY PUBLIC
----------------------------------------------
[SEAL] BOBBI PRUNTY
Notary Public State of Nevada
Elko County, Nevada
My appointment expires April 29, 1986
----------------------------------------------
-6-
E-21
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 04 1998
No. C3164-84
/s/ Dean Heller
- - -------------------------------
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
NEVADA-UTAH GOLD, INC.
* * * * * *
Pursuant to the provisions of the Nevada Revised Statutes, NEVADA-UTAH
GOLD, INC., a Nevada corporation, adopts the following amendment to its Articles
of Incorporation:
1. The undersigned hereby certify chart on the 2nd day of September, 1998 a
Special Meeting of the Board of Directors was duly held and convened at which
there was present a quorum of the Board of Directors acting throughout all
proceedings, and at which time the following resolution was duly adopted by the
Board of Directors;
BE IT RESOLVED: That the Secretary of the corporation is hereby
ordered and directed to obtain the written consent of
stockholders owning at least a majority or the voting power of
the outstanding stock of the corporation for the following
purpose:
To amend Article One to provide that the name of the corporation
shall be changed from NEVADA-UTAH GOLD, INC. to FENWAY
INTERNATIONAL INC.
2. Pursuant to the provisions of the Nevada Revised Statutes, a majority of
the stockholders holding 7,600,000 shares of the 12,214,000 shares outstanding
of NEVADA-UTAH GOLD INC. gave their written consent to the adoption of the
Amendment to Article One of the Articles of Incorporation as follows:
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<PAGE>
ARTICLE ONE. [NAME]. The name of the corporation is:
FENWAY INTERNATIONAL INC.
IN WITNESS WHEREOF, the undersigned being the President and Secretary of
NEVADA-UTAH GOLD, INC., a Nevada corporation, hereunto affix their signatures
this 2nd day of September, 1998.
NEVADA-UTAH GOLD, INC.
By /s/ Dennis Milne
-------------------------
Dennis Milne
President
By /s/ Ken Kamaldeep Gil
-------------------------
Ken Kamaldeep Gil
Secretary
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On the ______ day of September, 1998, before me, the undersigned, a Notary
Public, personally appeared Dennis Milne, President and Ken Kamaldeep Gil,
Secretary of NEVADA-UTAH GOLD, INC., a Nevada corporation, known to be the
persons described in and who executed the foregoing instrument, and who
acknowledged to me that they executed the same freely and voluntarily and for
the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
[ILLEGIBLE]
------------------------------
NOTARY PUBLIC
Residing in Vancouver, B.C.
My Commission Expires:
Does not expire
- - ---------------------------
2
E-23
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUL 10 1997
No. C 3164-84
-------------------------
/s/ Dean Heller
- - -------------------------------
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
NEVADA/UTAH GOLD, INC.
We the undersigned, Gary M. Lee (President) and Shalise 0. Hewitt (Secretary) of
Nevada/Utah Gold, Inc., do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened, held
on the 16th day of June, 1997, adopted a resolution to amend the original
articles as follows:
Article IV which presently reads as follows:
Article IV
Authorized Capital Stock
------------------------
A. This corporation is authorized to issue, not to exceed Twenty-Five
Thousand (25,000) shares of common stock of One Dollars ($1.00) par value. This
corporation shall not, except by amendment of the Articles, have authority to
issue any additional shares of stock having a One Dollar ($1.00) par value, and
said shares of stock having a One Dollar ($1.00) par value shall be the only
class of stock issued.
B. The Board of Directors may, from time to time, fix the consideration for
which shares shall be issued and sold by the corporation.
C. Every stockholder shall have such preemptive or preferential rights to
purchase and/or subscribe for his proportionate part of any shares of the same
class as those held by him which may be issued at any time by this corporation
as now or hereafter granted to stockholders under Title 7, Chapter 78 of Nevada
Revised Statutes.
D. Restrictions on Stock Transfers: The sale, assignment, negotiation,
pledge, hypothecation, and all other transfers and the registration of transfer
of stock and securities of this corporation, and interests therein, by voluntary
and involuntary manners and methods (whether by sale, assignment, negotiation,
pledge, security agreement and security interest, hypothecation, delivery of
possession, exchange, gift, transfer, devise, request, inheritance, succession,
execution, bankruptcy, court order, operation of law, or any other means or
method) is subject to the restrictions, terms and conditions imposed by these
Articles of Incorporation, the By-Laws of this corporation and by the
Stockholder Agreement, or agreements, in any, among the Stockholders of this
corporation and the corporation, and no actual or attempted sale, assignment,
negotiations, transfer, pledge or hypothecation shall be valid or effective
unless the same in conformity and compliance therewith.
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<PAGE>
Such restrictions on the transfer or registration of transfer of stock of
this corporation may be enforced against the holder of the restricted stock and
any successor or transferee of the holder, including but not limited to a
spouse, children, other heirs, devises, legatees, executor, administrator,
trustee, guardian, custodian, nominee, or other fiduciary entrusted with like
responsibility for the person or estate of the holder, and creditors.
Is hereby amended to read as follows:
Article IV
Authorized Capital Stock
------------------------
The total authorized capital stock of the Corporation is 100,000,000 shares
of Common Stock, with a par value of $0.001 (1 mil). All stock when issued shall
be deemed fully paid and non-assessable. No cumulative voting, on any matter to
which Stockholders shall be entitled to vote, shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors
shall, from time to time, determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this Corporation.
Article V which presently reads as follows:
Article V
Directors
---------
A. Members of the governing board of this corporation shall be styled
"Directors". The number of Directors of this corporation shall be three (3)
unless all of the issued shares of stock of this corporation are owned
beneficially and of record by either one (1) or two (2) stockholders in which
event the number of directors may, by action of the Board of Directors, be the
same as the number of stockholders. The initial number of stockholders shall be
three (3). The names and post office addresses of the first Board of Directors
are:
NAME POST OFFICE ADDRESS
---- -------------------
Gary M. Lee 445 East 200 South STE 300
Salt Lake City, Utah 84111
Sandra Lausen 445 East 200 South STE 300
Salt Lake City, Utah 84111
John J. Trepanowski 445 East 200 South STE 300
Salt Lake City, Utah 84111
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<PAGE>
ARTICLE X
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholders for monetary damage for any breach
or alleged breach of fiduciary or professional duty by such person acting in
such capacity. It shall be presumed that in accepting the position as an
Officer, Director, Agent or Counsel, said individual relied upon and acted in
reliance upon the terms and protections provided for by this Article.
Notwithstanding the foregoing sentences, a person specifically covered by this
Article, shall be liable to the extent provided by applicable law, for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or for the payment of dividends in violation of NRS 78.300
ARTICLE XI
ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444
This Corporation shall NOT be governed by nor shall the provisions of NRS
78.378 through and including 78.3793 and NRS 78.411 through and including 78.444
in any way whatsoever affect the management, operation or be applied in this
Corporation. These Articles may only be amended by a majority vote of not less
than 90% of the then issued and outstanding shares of the Corporation. A quorum
of outstanding shares for voting on an Amendment to these articles shall not be
met unless 95% or more of the issued and outstanding shares are present at a
properly called and noticed meeting of the Stockholders. The super-majority
set-forth in these Articles only applies to any attempted amendment to these
Articles.
The number of shares of the corporation outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 424,450, that the said change(s)
and amendment have been consented to and approved by an affirmative vote of
414,520 shares.
/s/ Gary M. Lee
--------------------------
Gary M. Lee
President
/s/ Shalise O. Hewitt
--------------------------
Shalise O. Hewitt
Secretary/Treasurer
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<PAGE>
State of Utah
County of Salt Lake
On July 1, 1997, personally appeared before me, a Notary Public, Gary Lee
and Shalise Hewitt, who acknowledged that they executed the above instrument.
/s/ Margaret Bullick
-------------------------------
Notary Public
- - -----------------------------------
[SEAL] NOTARY PUBLIC
STATE OF UTAH
My Commission Expires
April 7, 2001
MARGARET BULLICK
4700 South 900 East #41-B
Salt Lake City, Utah 84117
- - -----------------------------------
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