UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
Pacific Industrial Corporation
(Name of Small Business Issuer in its charter)
Nevada 88-0412331
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1800 East Sahara Suite 107, Las Vegas, Nevada
(Address of principal executive offices)
89104
(zip code)
Issuer's telephone number:(702) 940-0425
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
______________________________________________________________
______________________________________________________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares
authorized, 5,748,167 issued and outstanding as of June 30, 1999.
<PAGE>
<TABLE>
<CAPTION> TABLE OF CONTENTS
<S> <C> <C>
Page
Part I 3
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis or Plan of
Operation 7
Item 3. Description of Property 8
Item 4. Security Ownership of Management and Others and
Certain Security Holders 8
Item 5. Directors, Executives, Officers and Significant
Employees 9
Item 6. Executive Compensation 11
Item 7. Certain Relationships and Related Transactions 11
Part II 12
Item 1. Legal Proceedings 12
Item 2. Market for Common Equity and Related Stockholder
Matters 12
Item 3. Recent Sales of Unregistered Securities 13
Item 4. Description of Securities 13
Item 5. Indemnification of Directors and Officers 14
Part F/S 16
Item 1. Financial Statements 16
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 16
Part III 17
Item 1. Index to Exhibits 17
Item 2. Description of Exhibits 20
</TABLE>
<PAGE>
Part I
Item 1. Description of Business
A. Business Development and Summary
Pacific Industrial Corporation ("PIC" or the "Company"), a
Nevada corporation incorporated on November 20, 1998, is a
development stage company with a principal business objective to
establish a regional, integrated solid waste services and landfill
management company in Singapore and Indonesia. The Company recently
completed the acquisition of all the assets and liabilities of a
development stage solid waste and landfill management company,
Pacific Challenge Pte., Ltd. ("Pacific Challenge"). The Company,
however, has yet to establish landfill operations in Indonesia or
Singapore and must be considered a start-up company with no current
established source of revenues until operations commence.
Over the next twelve (12) months, the Company intends to
concentrate its efforts on: (i) establishing a base of solid waste
disposal and landfill operations in Singapore and Indonesia; (ii)
administering new, modern weight and control systems at proposed
landfill and solid waste disposal sites; and (iii) building
recycling centers. The Company has entered into a waste management
agreement with Trudean Consultancy ("Trudean") to build, manage and
operate a to-be-established landfill in the Tangerang area of
Indonesia. Management of the Company believes that the Company's
waste disposal and landfill management contract with Trudean will
enable the Company to establish waste disposal and landfill
operations with which to grow its operations. Future operations are
dependent upon the Company's ability to secure sufficient sources of
financing, however, no guarantees can be given that the Company will
be able to obtain additional capital, or if available, whether it
will be on terms and conditions satisfactory to management.
On January 12, 1999, the Company completed an acquisition of
approximately $547,339 worth of assets and $132,521 of liabilities
from Pacific Challenge Pte., Ltd. - a development stage company in
Singapore and Indonesia in a similar line of business as the Company
- - in exchange for a structured capital investment in the principal
sum of $450,000 USD. Subject to the Asset Purchase agreement, the
Company agreed to provide the first installment of $150,000 USD by
March 15, 2001. The remaining principal amount of $300,000 will be
paid in annual payments due on or before March 15 of each of the
following years beginning 2002. This amended a previous note of
$450,000 which was due on or before March 15, 1999.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
The Company is a developmental stage company which seeks to
establish a base of operations in the waste management industry.
Upon commencing initial operations, the Company intends to offer
collection, disposal and recycling services in Indonesia and
Singapore. The Company seeks to provide solid waste collection
services to commercial and industrial clients, as well as to
residential premises. The Company also intends to establish solid
waste sanitary landfill facilities. In addition, the Company
expects to offer recycling services, which would involve the removal
of reusable materials from the waste stream for processing and sale
or other disposition for use in various applications. The prices to
be received by the Company for recyclable materials may fluctuate
substantially from quarter to quarter depending on worldwide demand
for such materials, the quality of such materials, prices for new
materials and other factors. There can be no assurance that the
Company will establish a base of operations, or if successful in
implementing its initial plan of operations, that the Company will
be able to provide all, or any, of the services set forth.
<PAGE>
(2) Distribution Methods of the Products or Services
The Company's objective is to build an integrated solid waste
services company that will service Indonesia, Singapore and other
Asian countries. The Company's strategy to achieve this objective
is to (i) establish a base of operations with which to commence
initial operations, (ii) generate internal growth and (iii) secure
franchises and provincial contracts throughout Indonesia. The
Company intends to implement its strategy as follows:
Franchise Agreements and Additional Provincial Contracts
The Company intends to devote resources, if available, to
secure franchise agreements and provincial contracts through
competitive bidding and through the acquisition of other companies.
In bidding for franchises and provincial contracts and evaluating
the acquisition of companies holding such franchises and contracts,
the Company's management team intends to research the local service
areas in existing and target markets. The Company seeks to focus on
attracting, maintaining, renewing and renegotiating franchises and
provincial contracts.
Internal Growth
To generate internal growth, the Company plans to focus on
establishing waste management operations, soliciting commercial,
industrial and residential customers in markets where such customers
may elect whether or not to receive waste collection services,
marketing upgraded or additional services (such as compaction or
automated collection) to customers and secure franchise agreements
and contracts.
(3) Status of Any Announced New Product or Service
The Company has limited operating history. The Company was
organized on November 20, 1998. Activities to date have been
limited primarily to organization, initial capitalization, finding
and securing an appropriate, experienced management team and board
of directors, the development of a business plan and commencing with
initial operational plans in Asia.
As of June 30, 1999, the Company has developed a business plan,
recruited and retained a CEO, completed an acquisition of a
development stage solid waste and landfill management company and
established what steps need to be taken to achieve the results set
forth in this Registration Statement. As a start-up and development
stage company, the Company has no new products or services to
announce.
(4) Industry Background
Indonesian Regional Economic Overview
From the late 1980s the economies of Asian countries have led
the world in economic growth. In particular, Indonesia has seen the
development of export oriented industries that have produced double-
digit growth rates. Despite recent economic problems and currency
devaluations, Indonesia's export oriented economic growth rates are
forecast to be robust well into the 21st century.
Industry Overview
The solid waste services industry has undergone significant
consolidation and integration since 1990. The Company believes that
this consolidation and integration have been caused primarily by:
(i) stringent environmental regulation and enforcement, resulting in
increased capital requirements for collection companies and landfill
operators; (ii) the evolution of an industry competitive model that
emphasizes integrating collection and disposal capabilities; (iii)
the ability of larger integrated operators to achieve certain
economies of scale; and (iv) the existence of a regulatory framework
that allows the acquisition of exclusive, long-term waste collection
rights through franchise agreements and municipal contracts.
<PAGE>
Integrating Collection and Disposal Operations
The evolution of the industry competitive model is forcing
operators to become more efficient by establishing an integrated
network of solid waste collection operations and transfer stations,
through which they secure solid waste streams for disposal.
Operators have adopted a variety of disposal strategies, including
owning landfills, establishing strategic relationships to secure
access to landfills and otherwise capturing significant waste stream
volumes, to gain leverage in negotiating lower landfill fees and
securing long-term, most-favored-pricing contracts with high
capacity landfills.
Economies of Scale
Larger integrated operators achieve economies of scale through
vertical integration of their operations. These integrated
companies have increased their acquisition activity to expand the
breadth of services and density in their market areas. Control of
the waste stream in these market areas, combined with access to
significant financial resources to make acquisitions, has allowed
larger solid waste collection and disposal companies to be more cost-
effective and competitive.
(5) Raw Materials and Suppliers
The Company is a waste and landfill management business, and
thus does not use raw materials or have any significant suppliers.
(6) Customers
The Company seeks to provide waste management services to
commercial and industrial establishments, as well as to residential
customers. The Company plans to access these customers by securing
franchise agreements and additional provincial contracts through
competitive bidding and through the acquisition of other companies.
As of June 30, 1999, no sales revenues have been generated by the
Company. In addition, the Company does not expect to generate any
sales revenues over the next approximately nine (9) months. The
Company does not anticipate that its revenues will be dependent,
however, on any one or even a few major customers once its revenues
begin.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company plans to rely primarily on trade secret, trademark
and copyright laws, treaties and contractual agreements to protect
its proprietary rights. The Company also plans to endeavor to keep
the results of its contracts and franchise agreements proprietary,
as well as to protect its service areas against misappropriation and
infringement by third parties, but the Company may not in all
instances be able to prevent others from misappropriating or
infringing upon the Company's proprietary information, without
compensation to the Company. The Company intends to maintain the
integrity of its proposed tradename, trademarks, copyrights and
other proprietary rights against infringement and unfair competition
where circumstances warrant.
Although the Company believes that its services will not
infringe on any copyright or other proprietary rights of third
parties, there are currently significant legal uncertainties
relating to the application of contract law in foreign countries.
The Company has no assurance that third parties will not obtain, or
do not have, contracts covering territories the Company seeks to
enter, in which event the Company or its customers might be required
to obtain licenses to use such features. If a franchise holder
refuses to grant a license on reasonable terms or at all, the
Company may be required to alter certain services or stop performing
them.
<PAGE>
(8) Regulation
Currently, there are no Indonesian government regulations which
may affect the Company's operations. However, the Company's
operations may be subject to, and substantially affected by,
regulations set forth by the Ministry of the Environment in
Singapore which govern environmental protection, health and safety
and other matters. Any company operating as a waste management
company in Singapore must be licensed as a Public Waste Company
(PWC), a five (5) year, renewable license issued under the
Environmental Public Health Act of 1990. PWC licenses shall only be
issued to companies incorporated in Singapore under the Companies
Act, and any applicant for a PWC license must confirm in writing
that it will procure the incorporation of a Singapore company upon
the successful tender of the license. Further, each company must
have a minimum paid-up capital of $3,000,000 for each sector it is
licensed for. All licensed PWCs must provide the Regulators with
annual audited financial statements within three (3) months of the
financial year end, along with a written confirmation from the
licensee's auditors that the shareholders of the licensee have not
changed and a certification of the amount of revenue from refuse
fees by the auditors. Any applicant for a PWC license must also
confirm in writing that it does not, for the five (5) years previous
to filing the application, have any convictions for serious
infringements of environmental law in Singapore or any other
country, such as illegal dumping or improper handling and/or
disposal of toxic waste, or that any director or key supervisory
employee does not have any convictions for the same. Finally, the
Regulators may suspend or cancel the license and/or impose a fine on
a PWC in the event of a breach of the Service Standards or the Code
of Practice for Licensed General Waste Collectors or any other
conditions of the license.
(9) Effect of Existing or Probable Government Regulations
The Company believes that the regulations governing the waste
management industry will not have a material effect on its
operations. However, various foreign and domestic government
agencies may propose new legislation which may adversely affect the
Company's business, financial condition and results of operations.
(10) Research and Development Activities
Management believes that the Company's future growth and
success will not be largely dependent on its ability to develop or
acquire services or products to meet the evolving needs of its
prospective clients. The Company anticipates that the long-term
success of its service offerings will not require intense
development. However, the Company expects to continually evaluate
its services to determine what additional products, services or
enhancements may be required by the marketplace. The Company plans
to develop and enhance its services internally to meet clients'
needs, if necessary, but if the Company can purchase or license
proven services or products at reasonable costs it will do so in
order to avoid the time and expense involved in developing such
products or services.
The Company has yet to incur any research and development costs
from November 20, 1998 (date of inception) through June 30, 1999.
(11) Impact of Environmental Laws
The Company is subject to foreign environmental laws which
would affect its operations. Currently, the Company is subject to
regulations which may affect the operations of the Company in
Singapore. Although the Company believes it is in compliance with
all current legislation, the Company cannot predict the effects of
future changes in legislation governing environmental matters. In
addition, although the Indonesian government does not have any
current regulations which apply specifically to the Company, there
can be no assurance that future legislation will not be proposed
which could have a material adverse effect on the business and
operations of the Company.
<PAGE>
(12) Employees
The Company presently has three (3) full-time employees and
four (4) part-time employees. The Company's employees are currently
not represented by a collective bargaining agreement, and the
Company believes that its relations with its employees are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial, approximately six (6) month, operating period
ended May 31, 1999, the Company incurred a net loss of $148,754.00
for selling, general and administrative expenses related to start-up
operations. It has yet to receive any revenues from operations. On
November 21, 1998, eight (8) founding shareholders purchased four
million (4,000,000) shares of the Company's authorized treasury
stock for cash. This original stock offering was made pursuant to
Section 4(2) of the Securities Act of 1933, as amended. In January
of 1999, the Company completed an offering of nine hundred ninety-
six thousand five hundred (996,500) shares of the Common Stock of
the Company to approximately thirty-five (35) unaffiliated
shareholders. Additionally, in April of 1999, the Company completed
an offering of seven hundred fifty-one thousand six hundred sixty-
seven (751,667) shares of Common Stock of the Company to
approximately eight (8) unaffiliated shareholders. These offerings
were made in reliance upon an exemption from the registration
provisions of the Securities Act of 1993, as amended, pursuant to
Regulation D, Rule 504 of the Act. As of the date of this filing,
the Company has five million seven hundred forty-eight thousand one
hundred sixty-seven (5,748,167) shares of its $0.001 par value
common voting stock issued and outstanding which are held by
approximately fifty-one (51) shareholders of record. The Company
currently has no arrangements or commitments for accounts and
accounts receivable financing. Future operations are dependent upon
the Company's ability to secure sufficient sources of financing.
There can be no assurance that any such financing can be obtained
or, if obtained, that it will be on reasonable terms.
However, on January 12, 1999, the Company completed an
acquisition of approximately $547,339 worth of assets and $132,521
of liabilities from Pacific Challenge Pte., Ltd. in exchange for a
structured capital investment in the principal sum of $450,000 USD.
Subject to the Asset Purchase agreement, the Company agreed to
provide the first installment of $150,000 USD by March 15, 2001.
The remaining principal amount of $300,000 will be paid in yearly
payments due on or before March 15 of each of the following years
beginning 2002. This amended a previous not of $450,000 which was
due on or before March 15, 1999.
This is a developmental stage company. The Company's initial
revenues will be primarily dependent upon the Company's ability to
establish a base of operations and to effectively and efficiently
provide waste management services. The Company designates as its
priorities for the first twelve (12) months of operations as
developing and emphasizing its waste management services to
establish its business in the solid waste services and landfill
management market. The Company's primary interest is the
implementation of waste management solutions for commercial,
industrial and residential properties.
Realization of sales of the Company's services during the
fiscal year ending December 31, 2000, is vital to its plan of
operations. There can be no assurance that the Company will be able
to compete successfully or that the competitive pressures the
Company may face will not have a material adverse effect on the
Company's business, results of operations and financial condition.
Additionally, a superior competitive service could force the Company
out of business.
<PAGE>
As of June 30, 1999, the Company has yet to generate any
revenues. In addition, the Company does not expect to generate any
revenues over the next approximately nine (9) months.
(2) No engineering, management or similar report has been prepared
or provided for external use by the Company in connection with the
offer of its securities to the public.
(3) Management believes that the Company's future growth and
success will not be largely dependent on its ability to develop or
acquire products, services and technology to meet the evolving needs
of its prospective customers. The Company believes that the long-
term success of its service offerings and processes will not require
substantial research and development.
The Company has yet to incur any research and development costs
from November 20, 1998 (date of inception) through June 30, 1999.
(4) The Company currently does not expect to purchase or sell
any of its facilities or equipment.
(5) Management does not anticipate any significant changes in the
number of employees over the next approximately six (6) months.
B. Segment Data
As of June 30, 1999, no sales revenue has been generated by the
Company. Accordingly, no table showing percentage breakdown of
revenue by business segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 1800 East
Sahara, Suite 107, Las Vegas, Nevada 89104. These facilities are
provided at no charge by an officer and director of the Company.
The Company does not have any additional facilities. Additionally,
there are currently no proposed programs for the renovation,
improvement or development of the properties currently being
utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies
regarding the acquisition or sale of assets primarily for possible
capital gain or primarily for income. The Company does not
presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests
in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security
Holders
A. Security Ownership of Management and Certain Beneficial
Owners
The following table sets forth information as of the date
of this Registration Statement certain information with respect to
the beneficial ownership of the Common Stock of the Company
concerning stock ownership by (i) each director, (ii) each executive
officer, (iii) the directors and officers of the Company as a group
and (iv) each person known by the Company to own beneficially more
than five percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with
respect to their respective shares.
<PAGE>
<TABLE>
<CAPTION>
SHAREHOLDERS
<S> <C> <C> <C> <C>
Amount
Title Name and Address of shares Percent
Of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ --------------------- -------------- --------- -------
Common Thomas D. Hobbs President,CEO 2,140,000 37.23%
Common Campbell Mello Associates Beneficial Owner 1,200,000 20.88%
Common Alan Matthews Treasurer,Director 300,000 5.22%
Common Mark Arminta Secretary 100,000 1.74%
Common Bema Day Vice President,Sales 25,000 0.43%
Common Dr. David Tan Director 25,000 0.43%
Common Wee Poh Choo Pearlyn Operations Manager 10,000 0.17%
Common All Executive Officers 2,600,000 45.23%
and Directors as a Group
(6 Persons)
</TABLE>
B. Persons Sharing Ownership of Control of Shares
No person other than Thomas D. Hobbs and Campbell Mello
Associates owns or shares the power to vote ten percent (10%) or
more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities
of the Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or
business entity who controls substantially all (more than 80%) of
the issuers of common stock, the Company has no parents.
<PAGE>
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and
executive officers are as follows:
<TABLE>
[DESCRIPTION] OFFICER DIRECTOR LIST
<S> <C> <C>
Name Age Position
- ------------------------ --- -----------------------------------
Thomas D. Hobbs 41 President, Chief Executive Officer
and Secretary
Dr. David Tan 63 Director
Mark Arminta 44 Regional Vice President
Thomas Kay 44 Vice President, Operations
Alan Matthews 50 Treasurer, Director
Bema Day 44 Vice President, Sales
Wee Poh Choo Pearlyn 37 Operations Manager
</TABLE>
B. Work Experience
Thomas D. Hobbs, President, CEO - Mr. Hobbs was born and raised
in San Bernadino, California. Mr. Hobbs graduated from San
Bernadino High School in June 1978. After graduation Mr. Hobbs
studied Chemistry at California State University, San Bernadino
where he received a Bachelors of Science. He began his employment
with Eastern Municipal Water District where he held positions of
management until 1996. He then formed Southland Industries in 1996,
which was later incorporated into Southland Bio-Tech Corporation,
specializing in hyper bio decomposition, essentially decomposing
organic waste at tremendous speed, utilizing revolutionary and
proprietary inoculant. Mr. Hobbs has remained active in the Waste
Management arena, working with various companies in this industry.
Dr. David Tan, Ph.D., Director - Dr. Tan was born and raised in
Singapore. He graduated in 1956 from Chinese High School in
Singapore. After graduating from high school, Dr. Tan continued his
education at Nanyang University in Singapore, where he graduated in
1960 with a BA in History and Geography. Dr. Tan advanced his
education by accepting a government sponsored scholarship at the
University of Indonesia. There, Dr. Tan earned a Master's degree in
Indonesian language and literature. Soon after graduation, Dr. Tan
began his teaching career. For twelve years Dr. Tan taught at
different institutions, including Ngee Ann College, University of
Singapore and Nanyang University. In 1978, Dr. Tan left his
teaching career and began doing business in Singapore. Since
starting Utraco Pte., Ltd. in 1978 Dr. Tan has worked in Singapore,
Malaysia and Indonesia. Dr. Tan has operated or assisted several
companies in Asia, including Greenwood Development Pte., Ltd.,
Utraco Pte., Ltd., Denver Industries Pte., Ltd., Pacific Era Sdn Bdh
and P. T. Bangun Adyabahan.
Mark Arminta, Regional Vice President - Mr. Arminta has
managerial experience in production systems, precision machinery,
electronic components and marketing. Mr. Arminta has expertise in
strategic marketing, forecasting, research, product development,
advertising campaigns and supplier relations. Mr. Arminta recently
served as Sales and Marketing Director with a production systems
manufacturer of automated production assembly machinery. While
there, he was responsible for bringing in large orders amounting to
over $83 million in revenue. Mr. Arminta was previously the Sales
and Marketing Director and National Sales Manager, increasing sales
between 1995 and 1997. From 1991 to 1994, Mr. Arminta formed an
independent manufacturers sales representative business. Mr.
Arminta received his MBA from National University and his BA in
Liberal Arts from California State University, Fullerton.
<PAGE>
Thomas Kay, Vice President, Operations - Mr. Kay has been in
the waste management industry in Singapore for over 20 years, and
brings experience in both the regulatory and operational aspects of
the industry in Singapore and Malaysia. During that period, Mr. Kay
worked for waste management organizations in Singapore,
concentrating on operational logistics and recycling. In 1989, Mr.
Kay started his own business, Eng Keong Waste Disposal Service ("Eng
Keong").
Alan Matthews, Treasurer, Director - Mr. Matthews was born and
raised in England. Mr. Matthews received his primary education in
Morden County, Surrey, England, and later received a MBA at
Melbourne University in Australia in 1971. From 1972 to 1995, Mr.
Matthews held directors jobs for different companies, including
Mercury House Publications, London, England; ORBA Communications,
Sydney, Australia; SSCB Lintas, Sydney, Australia; Monahan, Dayman
and Adams, Singapore and Perth, Australia; and Cleminger W.A. Pt.,
Ltd., Perth, Australia. During his tenure at these companies, Mr.
Matthews worked on sales and advertisements. In 1995, Mr. Matthews
founded Challenge Marketing Group, with its base of operation in
Singapore. Recently, Mr. Matthews has been doing marketing work for
Eng Keong Waste Disposal Service, where he has negotiated several
contracts .
Bema Day, Vice President - Ms. Day was born and raised in
Bastrop, Louisiana. She graduated from Bastrop High School in 1972.
Ms. Day continued her education and received a Bachelor's degree in
Business Administration from Northeast Louisiana University. Ms.
Day then spent fifteen years working with the San Bernadino,
California and Riverside, California Unified School Districts in
various jobs of management, teaching and law enforcement. During
that time, Ms. Day received numerous additional certificates for
completing advanced management and computer courses. In 1993 Ms.
Day joined Harte-Hanks Corp., where she worked in management and
improved her skills in sales. Ms. Day is also proficient in the
latest Internet advancements, e-commerce and computer networking.
She will be in charge of setting up the Company's international
computer operations.
Wee Poh Choo Pearlyn, Operations Manager - In 1980, Wee Pearlyn
attained London Chamber of Commerce and Industry certificates in
accounting, typing and English. The Vocational and Industrial
Training Board granted Ms. Pearlyn a Private Secretary's Certificate
in 1981. She was later awarded a Diploma in Personnel Management in
1987 from the National Productivity Board, and in June 1996, she
received a Graduate Diploma in Multinational Management from the
Management Development Institute of Singapore/University of
Bradford. From 1995 through 1997, Wee Pearlyn performed as the
Office Manager of MPI International P/L's Johor office, where she
monitored sales revenue and cost control, planned marketing
strategies and managed accounting duties. In 1998, Wee Pearlyn
served as Business Development Executive with Green Singapore Pte.,
Ltd., where her duties included personnel administration and client
coordination.
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During
the Last Five Years
(1) No director, officer, significant employee or consultant has
been convicted in a criminal proceeding, exclusive of traffic
violations.
(2) No director, officer or significant employee has been
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or
banking activities.
(3) No director, officer or significant employee has been convicted
of violating a federal or state securities or commodities law.
<PAGE>
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with
its executive officers but expects to sign employment agreements
with each in the next approximately six (6) months. All executive
officers of the Company prior to June 30, 1999, did not draw a
formal salary from the Company. Over the next twelve (12) months,
however, each executive officer is expected to draw the following
annual compensation. The Company does not currently have an
employee stock option plan.
<TABLE>
[DESCRIPTION]COMPENSATION OF DIRECTORS
<CAPTION>
COMPENSATION OF DIRECTORS
<S> <C> <C> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Thomas D. Hobbs President, CEO, Secretary $ 90,000
Dr. David Tan Director
Mark Arminta Regional Vice President $ 90,000
Thomas Kay Vice President, Operations $ 87,272
Alan Matthews Treasurer $ 90,000
Bema Day Vice President $ 45,000
Wee Poh Choo Pearlyn Operations Manager $ 27,000
</TABLE>
(2) Compensation of Directors
There were no arrangements pursuant to which any director of
the Company was compensated for the period from November 20, 1998 to
June 30, 1999, for any service provided as a director.
Item 7. Certain Relationships and Related Transactions
On January 12, 1999, the Company completed an acquisition of
approximately $547,339 worth of assets and $132,521 of liabilities
from Pacific Challenge Pte., Ltd. - a development stage company in
Singapore and Indonesia in a similar line of business as the Company
- - in exchange for a structured capital investment in the principal
sum of $450,000 USD. Subject to the Asset Purchase agreement, the
Company agreed to provide the first installment of $150,000 USD by
March 15, 2001. The remaining principal amount of $300,000 will be
paid in yearly payments due on or before March 15 of each of the
following years beginning 2002. This amended a previous not of
$450,000 which was due won or before March 15, 1999.
Mr. Thomas Kay, Vice President of Operations of the Company,
founded Eng Keong Waste Disposal Service, which was purchased by
Pacific Challenge Pte., Ltd., whose assets and liabilities were
purchased by Pacific Industrial Corporation. Mr. Alan Matthews,
Treasurer and Director of the Company, founded Pacific Challenge
Pte., Ltd., whose assets and liabilities were purchased by Pacific
Industrial Corporation. Mr. Matthews is also a director of Trudean,
which has contracts with the Indonesian Government to manage to-be-
established waste disposal sites in that country.
<PAGE>
On January 1, 1999, Trudean entered into an agreement with the
Government of Tangerang of the Republic of Indonesia to address
waste management programs in the Tangerang area. The Government of
Tangerang issued an Memorandum of Understanding to Trudean, with the
objective of attracting international investment to develop waste
management operations in Indonesia. Trudean subsequently entered
into a waste management agreement with Pacific Industrial
Corporation to build, manage and operate a to-be-established
landfill in the Tangerang area of Indonesia. There can be no
assurance that the Company will be able to establish a base of
operations in the Tangerang area, or if successful, that the Company
will be able to generate sufficient revenue to continue operations.
In addition, there can be no assurance that the political climate in
Indonesia will remain favorable for the Company. If the Indonesian
government amends regulations governing the waste management
industry, the Company may be materially adversely affected.
Because of the development stage nature of the Company and its
relatively recent inception, November 20, 1998, the Company has no
other relationships or transactions.
<PAGE>
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings
nor does it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder
Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the
OTC Bulletin Board or any other formal or national securities
exchange. Being a start-up company, there is no fiscal history to
disclose.
(2)(i)There is currently no Common Stock which is subject to
outstanding options or warrants to purchase, or securities
convertible into, the Company's common stock.
(ii) There is currently no common stock of the Company which could
be sold under Rule 144 under the Securities Act of 1933 as amended
or that the registrant has agreed to register for sale by security
holders.
(iii) There is currently no common equity that is being or is
proposed to be publicly offered by the registrant, the offering of
which could have a material effect on the market price of the
issuer's common equity.
B. Holders
As of June 30, 1999, the Company had approximately 51
stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition,
it does not anticipate paying dividends in the immediate foreseeable
future. The board of directors of the Company will review its
dividend policy from time to time to determine the desirability and
feasibility of paying dividends after giving consideration to the
Company's earnings, financial condition, capital requirements and
such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate or
as may be required by law. Upon the effectiveness of this
Registration Statement, the Company will be required to comply with
periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the
Company is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S.
Pecos, Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
<PAGE>
Item 3. Recent Sale of Unregistered Securities
In January of 1999, the Company completed a public offering of
shares of Common Stock of the Company pursuant to Regulation D, Rule
504 of the Securities Act of 1933, as amended, whereby it sold nine
hundred ninety-six thousand five hundred (996,500) shares of the
Common Stock of the Company to thirty-five (35) shareholders of
record. Additionally, in April of 1999, the Company completed a
public offering of shares of Common Stock of the Company pursuant to
Regulation D, Rule 504 of the Securities Act of 1933, as amended,
whereby it sold seven hundred fifty-one thousand six hundred sixty-
seven (751,667) shares of Common Stock of the Company to eight (8)
shareholders of record. As of June 30, 1999, the Company has
5,748,167 shares of Common Stock issued and outstanding held by 51
shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common
stock are entitled to receive dividends out of assets legally
available therefore at such times and in such amounts as the board
of directors of the Company may from time to time determine.
ii. Voting Rights - each holder of the Company's common stock
are entitled to one vote for each share held of record on all
matters submitted to the vote of stockholders, including the
election of directors. All voting is noncumulative, which means
that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of
directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder
action.
iii. Liquidation Rights - upon liquidation, the holders of the
common stock are entitled to receive pro rata all of the assets of
the Company available for distribution to such holders.
iv. Preemptive Rights - holders of common stock are not
entitled to preemptive rights.
v. Conversion Rights - no shares of common stock are currently
subject to outstanding options, warrants or other convertible
securities.
vi. Redemption rights - no redemption rights exist for shares
of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock
are subject to further call or assessment by the issuer. The
Company has not issued stock options as of the date of this
Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed
on stockholders under state statues. Certain Nevada regulations,
however, require regulation of beneficial owners of more than five
percent (5%) of the voting securities. Stockholders that fall into
this category, therefore, may be subject to fines in circumstances
where non-compliance with these regulations are established.
<PAGE>
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its
common stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its
directors, officers and employees as follows: Every director,
officer, or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel
fees, reasonably incurred by or imposed upon him/her in connection
with any proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture,
trust or enterprise, or any settlement thereof, whether or not
he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance
or malfeasance in the performance of his/her duties; provided that
in the event of a settlement the indemnification herein shall apply
only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
The Bylaws of the Company further states that the Company shall
provide to any person who is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the
indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
Nevada law. The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the
provisions of this Article. However, the Company has yet to
purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a
director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a
director or officer of the corporation for acts or omissions prior
to such repeal or modification.
The Articles of Incorporation of the Company further states
that every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a person
with whom he or she is a legal representative, is or was a director
of the corporation, or who is serving at the request of the
corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to
be paid in a settlement) reasonably incurred or suffered by him or
her in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in
defending a civil suit or proceeding must be paid by the corporation
as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of such
directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law,
or otherwise, as well as their rights under this article.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Pacific Industrial Corporation
Page
Report of James E. Slayton, CPA F-1
Balance Sheet as of May 31, 1999 F-2
Statement of Operations for the period from
November 20, 1998 through May 31, 1999 F-4
Statement of Stockholder's Equity for the period from
November 20, 1998 through May 31, 1999 F-5
Statement of Cash Flows for the period from
November 20, 1998 through May 31, 1999 F-6
Notes to Financial Statements F-7
b) Interim Financial Statements are not provided at this time as
they are not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired
are not provided at this time as they are not applicable at this time
d) Pro-forma Financial Information is not provided at this time as
it is not applicable at this time
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None -- Not Applicable.
<PAGE>
*********************BEGIN SECTION F/S******************************
Pacific Industrial Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 1998
and
May 31, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT...................... 1
BALANCE SHEET............................... 2
STATEMENT OF OPERATIONS........................ 3
STATEMENT OF STOCKHOLDERS' EQUITY................. 4
STATEMENT OF CASH FLOWS........................... 5
NOTES TO FINANCIAL STATEMENTS.................... 6
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors July 23, 1999
Pacific Industrial Corporation (the Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of Pacific Industrial
Corporation (A Development Stage Company), as of December 31, 1998
and May 31, 1999, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period November 20, 1998
(Date of Inception) to December 31, 1998 and the period ended May 31,
1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on
these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis evidence supporting the amounts and
disclosures in the financial statement presentation. An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
Pacific Industrial Corporation, (A Development Stage Company), as of
December 31, 1998 and May 31, 1999, and the results of its operations
and cash flows for the period November 20, 1998 (Date of Inception)
to December 31, 1998 and the period ended May 31, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations. This
raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
BALANCE SHEET
AS AT
December 31, 1998 and May 31, 1999
May 31 December
1999 31 1998
---------- ---------
=================================================
ASSETS
CURRENT ASSETS
Cash 1,969.00 4,000.00
Due From Shareholders 20,200.00 0.00
---------- ---------
Total Current Assets 22,169.00 4,000.00
---------- ---------
PROPERTY AND EQUIPMENT
Plant and Equipment (net of depreciation) 634,537.05 0.00
---------- ---------
Total Property and Equipment 634,537.05 0.00
---------- ---------
OTHER ASSETS
Organization Costs (net of amortization) 160.00 179.00
---------- ---------
Total Other Assets 160.00 179.00
---------- ---------
TOTAL ASSETS 656,866.05 4,179.00
========== =========
=================================================
LIABILITIES & EQUITY
CURRENT LIABILITIES
Current Portion - Long Term Debt 51,322.00 0.00
---------- ---------
Total Current Liabilities 51,322.00 0.00
LONG TERM LIABILITIES
Notes Payable - Equipment 81,199.00 0.00
Notes Payable - Purchase Agreement 450,000.00 0.00
---------- ---------
Total Long Term Liabilities 531,199.00 0.00
---------- ---------
Total Liabilities 582,521.00 0.00
EQUITY
Common Stock 5,748.17 4,000.00
Additional Paid in Capital 120,011.88 185.00
Contributed Capital 97,339.00 0.00
Retained Earnings (Deficit accumulated during (148,754.00) (6.00)
development stage)
---------- ---------
Total Stockholders' Equity 74,345.05 4,179.00
---------- ---------
TOTAL LIABILITIES & OWNER'S EQUITY 656,865.00 4,179.00
================================================== ========== =========
See accompanying notes to financial statements
-2-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
November 20, 1998 (Date of Inception) to December 31, 1998 and the Period
ended May 31, 1999
November 20,
1998
(Date of
Inception)
to May 31, May 31 December
1999 1999 31 1998
==================================== =========== ========== ==========
REVENUE
Services 0.00 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 103,405.00 103,405.00 0.00
Amortization of Organization Costs 25.00 19.00 6.00
Depreciation of Plant and Equipment 45,324.00 45,324.00 0.00
----------- ---------- ---------
Total Costs and Expenses 148,754.00 148,748.00 6.00
----------- --------- ---------
(148,754.00)(148,748.00) (6.00)
Net Ordinary Income or (Loss) =========== ========== =========
Weighted average number of common
shares outstanding 4,914,889 4,914,889 4,000,000
Net Loss Per Share -0.03 -0.03 0.00
===================================== =========== ========= =========
See accompanying notes to financial statements
-3-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
November 20, 1998 (Date of Inception) to December 31, 1998 and the Period
ended May 31, 1999
Deficit
Accumulated
Additional During Total
Common Stock Donated paid-in Development Stockholder's
Shares Amount Capital Capital Stage Equity
=========== ---------- ---------- --------- ---------- ----------- -------------
Nov 20,
1998
Issued
for cash 4,000,000 4,000.00 185.00 4,185.00
---------- ---------- --------- ---------- ----------- -------------
Net loss
November 20,
1998 (Inception)
to December 31, (6.00) (6.00)
1998
---------- ---------- --------- ---------- ----------- -------------
Balances
as at
Dec 31, 4,000,000 4,000.00 0.00 185.00 (6.00) 4,179.00
1998
---------- ---------- --------- ---------- ----------- -------------
January 12,
1999
Contributed in
exchange
for asset
purchase
Agreement 97,339.00 97,339.00
---------- ---------- --------- ---------- ----------- -------------
January 29,
1999
Issued
for cash 996,500 996.50 48,828.50 49,825.00
---------- ---------- --------- ---------- ----------- -------------
April 6, 1999
Issued for cash
and
services 751,667 751.67 70,998.38 71,750.00
---------- ---------- --------- ---------- ----------- -------------
Net loss
January 1, 1999
to May 31, 1999 (148,748.00) (148,748.00)
---------- ---------- --------- ---------- ----------- --------------
Balances
as at
May
31, 1999 5,748,167 5,748.17 97,339.00 120,011.88 (148,754.00) 74,345.05
========== ---------- ---------- --------- ---------- ----------- -------------
See accompanying notes to financial statements
-4-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
November 20, 1998 (Date of Inception) to December 31, 1998 and the Period
ended May 31, 1999
May 31 December
1999 31 1998
=========================================== ========= =========
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00 0.00
--------- ---------
Net Cash provided by Operating 0.00 0.00
Activities
Cash paid to suppliers and employees 72,156.00 0.00
Cash disbursed for Operating 72,156.00 0.00
Activities
--------- ---------
Net Cash flow provided by Operating (72,156.00) 0.00
Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to shareholders 20,200.00 0.00
--------- ---------
Net Cash used by investing (20,200.00) 0.00
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 90,325.00 4,185.00
Cash paid for Organizational costs 0.00 (185.00)
--------- ---------
Net cash provided by financing 90,325.00 4,000.00
activities
Net increase (decrease) in cash (2,031.00) 4,000.00
Balance as at end of period 1,969.00 4,000.00
See accompanying notes to financial statements
-5-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 23, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 20, 1998 (Date of Inception) under
the laws of the State of Nevada, as Pacific Industrial Corporation. The
Company has no operations and in accordance with SFAS #7, the Company is
considered a development stage company.
On November 21, 1998, the Company issued 4,000,000 Shares of its
$0.001 par value common stock for cash of $4,185.00. On January 29, 1999,
the Company completed a public offering that was exempt from federal
registration pursuant to Regulation D, Rule 504 of the Securities Act of
1933, as amended. The Company sold 996,500 shares of its $0.001 par value
common stock at a price of $0.05 per share for a total amount raised of
$49,825.00.
On January 12, 1999, the Company effectuated the asset purchase of
Pacific Challenge Pte. Ltd., a Singaporean corporation. The Company
completed the acquisition of approximately $547,339.00 worth of assets from
Pacific Challenge Pte. Ltd., a Singaporean company in a similar line of
business as the Company.
Pacific Challenge Pte. Ltd. had acquired two long-term contracts with
estimated values of $11,041,273.00. The Company believes that Pacific
Challenge Pte. Ltd.'s management has accurately determined the value of
this contract. Management has chosen to remove the contract valuation from
the financial statements due to information obtained after January 12, 1999
concerning the uncertainty as to when the contract will commence. The
valuation of the assets purchased is $547,339.00 ($11,588,612.00 -
$11,041,273.00, the value of the contract) as at May 31, 1999 less
depreciation. (See Note 2 paragraph 5).
On April 6, 1999, the Company issued 751,667 shares of its $0.001 par
value common stock for cash of $40,500.05 and in exchange for services
rendered in the amount of $31,250.00. On April 6, 1999, the Company
completed a public offering that was exempt from federal regulation
pursuant to Regulation D, Rule 504 of the Securities Act of 1933, as
amended. The Company sold 26,667 shares of its $0.001 par value common
stock at a price of $0.15 per share, 480,000 shares of its $0.001 par value
common stock at a price of $0.05 per share, 20,000 shares of its $0.001 par
value common stock at a price of $0.125 per share, 100,000 shares of its
$0.001 par value common stock at a price of $0.10 per share, and 125,000
shares of its $0.001 par value common stock at a price of $0.25 per share.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $185.00, is being amortized over a period of
60 months (October 1998 through September 2003).
3. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
-6-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 23, 1999
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (CONTINUED)
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life,
5 years, of the equipment utilizing the straight line method of
depreciation. Depreciation for the period ending May 31, 1999 is
$45,324.00.
6. The Company experienced losses for its first operating period November
20, 1998 (Date of Inception) to May 31, 1999. The Company will review
its need for a provision for federal income tax after each operating
quarter and each period for which a statement of operations is issued.
7. The Company has adopted December 31 as its fiscal year end.
8. All assets, liabilities, revenues and expenses derived from the
Company's Singapore operations were restated in U.S. Dollars for the
financial statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has not commenced its
planned principal operations. Without the realization of additional
capital, it would be unlikely for the Company to continue as a going
concern. The Company has acquired contracts, which will provide a
continuing source of revenue when they commence as part of the asset
purchase agreement of January 12, 1999.
NOTE 4 - RELATED PARTY TRANSACTION
The Company does not lease or rent any property. The officers and
directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution of
such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
-7-
<PAGE>
Pacific Industrial Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
July 23, 1999
NOTE 6 - LONG TERM LIABILITIES
The Company has long term hire purchase agreements.
Total
Debt
As at Monthly
12/31/97 Payment 12/31/1998 12/31/1999 12/31/2000
Hire Purchase $120,543.00 $3,545.00 $38,995.00 $42,540.00 $42,540.00
agreement 5241
Hire Purchase $100,324.00 $3,583.00 $39,413.00 $42,996.00 $42,996.00
agreement 16621 B
$220,867.00 $7,128.00 $78,408.00 $85,536.00 $85,536.00
Pacific Industrial Corporation as part of the asset purchase agreement
has issued a long-term note to Pacific Challenge Pte. Ltd. with the first
payment of $150,000.00 due on or before March 15, 2001. The remaining
principal amount of $300,000.00 will be paid in yearly payments due on or
before March 15 of each of the following years beginning in 2002. This
amended a previous note of $450,000 which was due on or before March 15,
1999.
12/31/2001 12/31/2002 12/31/2003 12/31/2004
Note Payable - Pacific $150,000.00 $100,000.00 $100,000.00 $100,000.00
Challenge
-8-
**********************END SECTION F/S*******************************
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
<TABLE>
<CAPTION>INDEX TO EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
(a)Asset Purchase Agreement with Pacific Challenge Pte., Ltd.
(b)List of Assets
(c)Note
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed November 20, 1998
(b)By-Laws of the Company adopted November 20, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
(a)Memorandum of Understanding Between Trudean Consultancy Group
and The Government of Tangerang of the Republic of Indonesia.
(b)Waste Management Agreement Between Trudean Consultancy and
Pacific Industrial Corporation.
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The Pacific Industrial Corporation ending
May 31, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
</TABLE>
<PAGE>
Item 2. Description of Exhibits
<TABLE>
<CAPTION>DESCRIPTION OF EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
(a)Asset Purchase Agreement with Pacific Challenge Pte., Ltd.
(b)List of Assets
(c)Note
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed November 20, 1998
(b)By-Laws of the Company adopted November 20, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
(a)Memorandum of Understanding Between Trudean Consultancy Group
and The Government of Tangerang of the Republic of Indonesia.
(b)Waste Management Agreement Between Trudean Consultancy and
Pacific Industrial Corporation.
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The Pacific Industrial Corporation ending
May 31, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
</TABLE>
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Pacific Industrial Corporation
(Registrant)
Date: July 23, 1999
By: /s/ Thomas D. Hobbs
Thomas D. Hobbs, President, Chief Executive Officer and
Secretary
By: /s/ Alan Matthews
Alan Matthews, Treasurer
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 2a
Asset Purchase Agreement with Pacific Challenge Pte., Ltd.
<PAGE>
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement") is made and
entered into this 12th day of January, 1999, by and between
Pacific Challenge Pte., Ltd., Inc., a Singapore corporation
("Seller") and Pacific Industrial Corporation, a Nevada
corporation ("Buyer").
RECITALS
A. Seller is the owner of certain assets, a list of which is
attached hereto at Exhibit A and incorporated herein by
reference (the "Assets").
B. Buyer desires to purchase and acquire from Seller such
Assets, and Seller desires to transfer and convey the same
to Buyer, in accordance with the terms and conditions of
this Agreement.
NOW, THEREFORE, in consideration of the mutual
representations, warranties and covenants contained herein,
and on the terms and subject to the conditions herein set
forth, the parties hereby agree as follows:
ARTICLE I
Definitions
As used in this Agreement, the following terms shall have
the meanings set forth below:
1.1 Closing. "Closing" shall mean the closing of the
transaction contemplated by this Agreement, which shall
occur at 10:00 a.m., Pacific Standard Time, on the Closing
Date in the offices of Buyer, or at such other time and
place as shall be mutually agreed in writing by the parties
hereto.
1.2 Closing Date. "Closing Date" shall mean January 12,
1999, unless otherwise mutually agreed in writing by the
parties hereto.
1.3 Assets. "Assets" shall mean all rights and interests in
the assets listed at Exhibit A hereto.
ARTICLE II
Purchase and Sale
2.1 Sale and Purchase of Assets. Subject to and upon the
terms and conditions contained herein, at the Closing,
Seller shall sell, transfer, assign, convey, and deliver to
Buyer, free and clear of all liens, claims and encumbrances,
and Buyer shall purchase, accept and acquire from Seller the
Assets.
<PAGE>
2.2 Purchase Price. The total purchase price for the Assets
shall be FOUR HUNDRED FIFTY THOUSAND DOLLARS ($450,000.00),
payable by Buyer to Seller in the form of a Note. The Note
shall be substantially in the form of Exhibit B attached
hereto.
2.3 Instruments of Transfer,- Further Assurances.'.
(a) At the Closing, Seller shall deliver to Buyer:
(i)An assignment of each Asset, in form and substance
satisfactory to Buyer;
(ii) Such other instrument or instruments of transfer as
shall be necessary or appropriate, as Buyer shall reasonably
request, to vest in Buyer good and marketable title to the
Assets.
(b) At the Closing, Buyer shall deliver to Seller
such instrument or instruments as shall be necessary
or appropriate, as Seller shall reasonably request.
ARTICLE III
Representations and Warranties of Buyer
Buyer represents and warrants that the following are
true and correct as of this date and will be true and
correct through the Closing Date as if made on that
date:
3.1 Organization and Good Standing . Buyer is a
corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada,
with all the requisite power and authority to carry on
the business in which it is engaged, to own the
properties it owns and to execute and deliver this
Agreement and to consummate the transactions
contemplated hereby.
3.2 Authorization and Validity . The execution,
delivery and performance by Buyer of this Agreement
and the other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby,
have been duly authorized by Buyer. This Agreement and
each other agreement contemplated hereby have been or
will be prior to Closing duly executed and delivered
by Buyer and constitute or will constitute legal,
valid and binding obligations of Buyer, enforceable
against Buyer in accordance with their respective
terms.
3.3 No Violation. Neither the execution and
performance of this Agreement or the other agreements
contemplated hereby, nor the consummation of the
transactions contemplated hereby or thereby, will (a)
conflict with, or result in a breach of the terms,
conditions and provisions of, or constitute a default
under, the Articles of Incorporation or Bylaws of
Buyer or any agreement, indenture or other instrument
under which Buyer is bound, or (b) violate or conflict
with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or
regulatory agency or body having jurisdiction over
Buyer or the properties or Assets of Buyer.
3.4 Consents. No authorization, consent, approval,
permit or license of, or filing with, any governmental
or public body or authority, any lender or lessor or
any other person or entity is required to authorize,
or is required in connection with, the execution,
delivery and performance of this Agreement or the
agreements contemplated hereby on the part of Buyer.
<PAGE>
ARTICLE IV
Representations and Warranties of Seller
Seller represents and warrants that the following are
true and correct as of this date and will be true and
correct through the Closing Date as if made on that
date:
4.1 Organization and Good Standing . Seller is a
corporation duly organized, validly existing and in
good standing under the laws of Singapore, with all
the requisite power and authority to carry on the
business in which it is engaged, to own the properties
it owns and to execute and deliver this Agreement and
to consummate the transactions contemplated hereby.
4.2 Authorization and Validity. The execution,
delivery and performance by Seller of this Agreement
and the other agreements contemplated hereby, and the
consummation of the transactions contemplated hereby,
have been duly authorized by Seller. This Agreement
and each other agreement contemplated hereby have been
or will be prior to Closing duly executed and
delivered by Seller and constitute or will constitute
legal, valid and binding obligations of Seller,
enforceable against Seller in accordance with their
respective terms.
4.3 Title. Seller has good and marketable title to the
Assets which are the subject of this Agreement. Upon
consummation of the
transactions contemplated hereby, Buyer shall receive
good, valid and marketable title to all the Assets
free and clear of all liens, claims, and encumbrances.
4.4 Commitments. Except as set forth in Exhibit C,
Seller has not entered into, nor are the Assets or the
business of Seller bound by, whether or not in
writing, any (i) partnership or joint venture
agreement; (ii) deed of trust or other security
agreement; (iii) guaranty or suretyship,
indemnification or contribution agreement or
performance bond; (iv) employment, consulting or
compensation agreement or arrangement, including the
election or retention in office of any director or
officer; (v) labor or collective bargaining agreement;
(vi) debt instrument, loan agreement or other
obligation relating to indebtedness for borrowed money
or money tent to another; (vii) deed or other document
evidencing an interest in or contract to purchase or
sell real property; (viii) agreement with dealers or
sales or commission agents, public relations or
advertising agencies, accountants or attorneys; (ix)
lease of real or personal property, whether as lessor,
lessee, sublessor, or sublessee; (x) agreement
relating to any material matter or transition in which
an interest is held by a person or entity which is an
affiliate of Seller; (xi) powers of attorney; or (xii)
contracts containing noncompetition covenants.
4.5 Adverse Agreements. Seller is not a party to any
agreement or instrument or subject to any charter or
other corporate restriction or any judgment, order,
writ, injunction, decree, rule or regulation which
materially and adversely affects or, so far as Seller
can now foresee, may in the future materially and
adversely affect the business operations, prospects,
properties, Assets or condition, financial or
otherwise, of Seller.
<PAGE>
4.6 No Violation. Neither the execution and
performance of this Agreement or the other agreements
contemplated hereby, nor the consummation of the
transactions contemplated hereby or thereby, will (a)
conflict with, or result in a breach of the terms,
conditions and provisions of, or constitute a default
under, the Articles of Incorporation or Bylaws of
Seller or any agreement, indenture or other instrument
under which Buyer is bound, or (b) violate or conflict
with any judgment, decree, order, statute, rule or
regulation of any court or any public, governmental or
regulatory agency or body having jurisdiction over
Seller or the properties or Assets of Seller.
4.7 Consents. No authorization, consent, approval,
permit or license of, or filing with, any governmental
or public body or authority, any lender or lessor or
any other person or entity is required to authorize,
or is required in connection with, the execution,
delivery and performance of this Agreement or the
agreements contemplated hereby on the part of Seller.
4.8 Compliance with Laws. 'Mere are no existing
violations by Seller of any applicable federal, state
or local law or regulation, except to the extent that
any such violations would not have a material adverse
effect on the property or business of Seller.
4.9 Accuracy of Information Furnished. All information
furnished to Buyer by Seller is true, correct and
complete in all material respects. Such information
states all material facts required to be stated
therein or necessary to make the statements therein,
in light of the circumstances under which such
statements are made, true, correct and complete.
4.10 Proceedings. No action, proceeding or order by
any court or
governmental body or agency shall have been threatened
in writing, asserted, instituted or entered to
restrain or prohibit the carrying out of the
transactions contemplated by Us Agreement.
ARTICLE V
Indemnification
5.1 Seller's indemnity. Subject to the terms of this
Section, Seller hereby agrees to indemnify, defend and
hold harmless Buyer and its officers, directors,
agents, attorneys, accountants and affiliates from and
against any and all losses, claims, obligations,
demands, assessments, penalties, liabilities, costs,
damages, reasonable attorneys' fees and expenses
("Damages") asserted against or incurred by Buyer by
reason of or resulting from a breach by Seller of any
representation, warranty or covenant contained herein,
or in any agreement executed pursuant thereto.
5.2 Buyer's Indemnity. Subject to the terms of this
Section, Buyer hereby agrees to indemnify, defend and
hold harmless Seller and its officers, directors,
agents, attorneys, accountants and affiliates from and
against any and all losses, claims, obligations,
demands, assessments, penalties, liabilities, costs,
damages, reasonable attorneys' fees and expenses
("Damages") asserted against or incurred by Seller by
reason of or resulting from a breach by Buyer of any
representation, warranty or covenant contained herein,
or in any agreement executed pursuant thereto.
<PAGE>
5.3 Remedies Not Exclusive. The remedies provided for
in this Section shall not be exclusive of any other
rights or remedies available by one party against the
other, either at law or in equity.
ARTICLE VI
Termination
6.1 Termination for Cause. This Agreement may be
terminated prior to Closing upon notice to the other
party at any time by a party if any representation or
warranty of the other party contained in this
Agreement or in any certificate or other document
executed and delivered by one party to the other is or
becomes untrue or breached in any material respect or
if one party fails to comply in any material respect
with any covenant or agreement contained herein, and
any such misrepresentation, breach or noncompliance is
not cured, waived, or eliminated before Closing.
6.2 Termination Without Cause. Anything herein or
elsewhere to the contrary notwithstanding, this
Agreement may be terminated and abandoned at any time
without further obligation or liability on the part of
any party in favor of any other by mutual consent of
Purchaser and Seller.
ARTICLE VII
Miscellaneous Provisions
7.1 Amendment and Modification. Subject to applicable
law, Us Agreement may be amended, modified or
supplemented only by a written agreement signed by
Buyer and Seller.
7.2 Waiver of Compliance; Consents.
7.2.1 Any failure of any party to comply with any
obligation, covenant, agreement or condition herein
may be waived by the party entitled to the performance
of such obligation, covenant or agreement or who has
the benefit of such condition, but such waiver or
failure to insist upon strict compliance with such
obligation, covenant, or agreement or condition will
not operate as a waiver of, or estoppel with respect
to, any subsequent or other failure.
7.2.2 Whenever this Agreement requires or permits
consent by or on behalf of any party hereto, such
consent will be given in a manner consistent with the
requirements for a waiver of compliance as set forth
above.
7.3 Notices. All Notices, requests, demands and other
communications required or permitted hereunder will be
in writing and will be deemed to have been duly given
when delivered by (i) hand; (ii) reliable overnight
delivery service; or (iii) facsimile transmission.
If to Buyer, to:______________________________________
If to Seller, to:_____________________________________
<PAGE>
7.4 Titles and Captions. All section titles or
captions contained in this Agreement are for
convenience only and shall not be deemed part of the
context nor effect the interpretation of this
Agreement.
7.5 Entire Agreement. This Agreement contains the
entire understanding between and among the parties and
supersedes any prior understandings and agreements
among them respecting the subject matter of this
Agreement.
7.6 Agreement Binding. This Agreement shall be binding
upon the heirs, executors, administrators, successors
and assigns of the parties hereto.
7.7 Attorneys' Fees. In the event an arbitration, suit
or action is brought by any party under this Agreement
to enforce any of its terms, or in any appeal
therefrom, it is agreed that the prevailing party
shall be entitled to reasonable attorneys fees to be
fixed by the arbitrator, trial court, and/or appellate
court.
7.8 computation of Time. In computing any period of
time pursuant to this Agreement, the day of the act,
event or default from which the designated period of
time begins to run shall be included, unless it is a
Saturday, Sunday or a legal holiday, in which event
the period shall begin to run on the next day that is
not a Saturday, Sunday or legal holiday.
7.9 Pronouns and Plurals. All pronouns and any
variations thereof shall be deemed to refer to the
masculine, feminine, neuter, singular or plural as the
identity of the person or persons may require.
7.10 Governing Law. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEVADA. THE PARTIES AGREE THAT ANY
LITIGATION RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED BY A
COURT OF CONMETENT JURISDICTION WITHIN THE STATE OF
NEVADA.
7.11 Arbitration. If at any time during the term of
this Agreement any dispute, difference, or
disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof,
every such dispute, difference, and disagreement shall
be referred to a single arbiter agreed upon by the
parties, or if no single arbiter can be agreed upon,
an arbiter or arbiters shall be selected in accordance
with the rules of the American Arbitration Association
and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then
prevailing commercial rules of the American
Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court
having jurisdiction thereof
7.12 Presumption. Ms Agreement or any Section thereof
shall not be construed against any party due to the
fact that said Agreement or any section thereof was
drafted by said party.
<PAGE>
7.13 Further Action. The parties hereto shall execute
and deliver all documents, provide all information and
take or forbear from all such action as may be
necessary or appropriate to achieve the purposes of
the Agreement.
7.14 Parties in Interest. Nothing herein shall be
construed to be to the benefit of any third party, nor
is it intended that any provision shall be for the-
benefit of any third party.
7.15 Savings Clause. If any provision of this
Agreement, or the application of such provision to any
person or circumstance, shall be held invalid, the
remainder of this Agreement, or the application of
such provision to persons or circumstances other than
those as to which it is held invalid, shall not be
affected hereby.
7.16 Confidentiality. The parties shall keep this
Agreement and its terms confidential, but any party
may make such disclosures as it reasonably considers
are required by law or necessary to obtain financing.
In the event that the transactions contemplated by
this Agreement are not consummated for any reason
whatsoever, the parties hereto agree not to disclose
or use any confidential information they may have
concerning the affairs of other parties, except for
information which is required by law to be disclosed.
Confidential information includes, but is not limited
to, financial records, surveys, reports, plans,
proposals, financial information, information relating
to personnel contracts, stock ownership, liabilities
and litigation.
7.17 Costs, Expenses and Legal Fees. Whether or not
the transactions contemplated hereby are consummated,
each party hereto shall bear its own costs and
expenses (including attorneys' fees), except as set
forth in the Escrow Agreement.
7.18 Severability. If any provision of this Agreement
is held to be illegal, invalid or unenforceable under
present or future laws effecting during the term
hereof, such provision shall be fully severable and
this Agreement shall be construed and enforced as if
such illegal, invalid or unenforceable provision never
comprised a part hereof-, and the remaining provisions
hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and
unenforceable provision, there shall be added
automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal,
invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.
7.19 Counterparts and Facsimile Signatures. This
Agreement may be executed in one or more counterparts,
each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument. For purposes of this Agreement, facsimile
signatures shall be treated as originals until such
time that applicable pages bearing non-facsimile
signatures are obtained from the relevant party or
parties.
7.20 Continuing Mature. All representations and
warranties contained in this Agreement shall survive
the Closing for a period of two (2) years and, if
applicable, all covenants, which, according to their
terms are to be performed after the execution of this
Agreement, shall survive the Closing for a period of
two (2) years.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have set thier
hands this 12th day of January, 1999
Pacific Industrial Corporation Pacific Challenge Pte., Ltd.
Nevada Corporation (Buyer) A Singapore Corporation (Seller)
by:/s/Thomas Hobbs, President by:/s/John Wilson
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 2b
List of Assets
<PAGE>
<TABLE>
<CAPTION>
PACIFIC CHALLENGE PTE
ASSET DETAIL
<S> <C> <C>
ASSETS
Current Asset
Cash in Bank 0.00
Other Current Assets 0.00
Total Current Assets 0.00
OTHER ASSETS
Plant and Equipment
Garbage Wagon(w/crane) 133,200
Garbage Wagon(Roll on/off) 22,800
Garbage Wagon(Roll on/off) 100,800
Garbage Wagon(Roll on/off) 85,200
Garbage Wagon(w/crane) 132,000
Excavator w/crusher 22,800
OTC(75 units) 157,200
1m3 Bins(35 units) 14,700
660 bins(8 units) 2,160
Square bins(26 units) 9,000
679,860
Singapore Waste Disposal Contract 1,480,966
Jakarta Waste Disposal Contract 9,560,307
Organization Costs net of Amortization
TOTAL ASSETS $11,721,133
LIABILITIES & EQUITY
Current Liabilities 51,322
Current Portion - Long Term Debt
Total Current Liabilities 51,322
Long Term Liabilities
Notes Payable-Equipment 81,199
Total Long Term Liabilities 81,199
EQUITY
Capital Stock 547,339
Additional paid in capital 0
Contributed Capital 11,041,273
Retained Earnings 0
Total Stockholders' Equity 11,588,612
TOTAL LIABILITIES & OWNER'S EQUITY $11,721,133
</TABLE>
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 2c
Note to Asset Purchase Agreement
<PAGE>
NOTE
For value received, Pacific Industrial Corporation (the "Debtor")
promises to pay to Pacific Challenge Pte., Ltd. (the "Holder") or
order, the principal sum of FOUR HUNDRED FIFTY THOUSAND DOLLARS
($450,000.00). The outstanding principal hereunder shall be due
and payable as follows:
(A) On or before December 15, 2001, the sum of one hundred fifty
thousand dollars ($150,000.00) shall be due and payable.
(B) On or before December 15, 2002, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
(C) On or before December 15, 2003, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
(D) On or before December 15, 2004, the sum of one hundred
thousand dollars ($ 100,000.00) shall be due and payable.
This Note is issued pursuant to an Asset Purchase Agreement (the
"Purchase Agreement) between Debtor and Holder dated January 12,
1999, and supercedes and replaces the Note executed by Debtor in
favor of Holder on January 12, 1999. Repayment of this Note is
secured by a pledge of the Assets purchased by the Debtor from the
Holder pursuant to the Purchase Agreement. Reference is made to
the Purchase Agreement for a full statement of the rights and
obligations of the parties, including, without limitation, the
parties' rights and duties with respect to the Debtor's failure to
pay amounts under this Note when due.
Payment of this Note shall be made in lawful tender of the United
States and shall be credited first to accrued interest then due
and payable with the remainder applied to principal. The Debtor
may at any time prepay without penalty all or any portion of the
principal or interest owing hereunder.
The Holder of this Note shall have full recourse against the
maker, and shall not be required to proceed against the collateral
securing this Note in the event of default.
If action is instituted to collect this Note, the Debtor will pay
all costs and expenses, including reasonable attorney's fees,
incurred in connection with such action. The Debtor hereby waives
notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor and all other notices or demands
relative to this instrument. No delay on the part of the Holder in
exercising any right hereunder shall operate as a waiver of such
right or any other right.
The holding of any provision of this Note to be invalid or
unenforceable by a court of competent jurisdiction shall not
affect any other provisions and the other provisions of this Note
shall remain in full force and effect.
<PAGE>
The Debtor's obligations under this Note may not be transferred
or assigned to another party without the prior written consent of
the Holder hereof. All rights and obligations of the Debtor and
the Holder shall be binding upon and benefit the successors,
assigns, heirs and administrators of such parties.
This Note shall be construed in accordance with the laws of the
State of Nevada, without regard to the conflicts of law
provisions of any state of the United States.
IN WITNESS WHEREOF, the Debtor has caused this Note to be issued
as of August 9th 1999.
PACIFIC INDUSTRIAL CORPORATION
by:/s/Thomas Hobbs, President
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 3 (a)
Articles of Incorporation of the Company
Filed November 20, 1998
<PAGE>
ARTICLES OF INCORPORATION
OF
Pacific Industrial Corporation
1. Name of Company:
Pacific Industrial Corporation
2. Resident Agent:
The resident agent of the Company is:
Nevada Internet Corporation Enterprises
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1)
who is Tom Hobbs; PO Box 2014; San Bernardino, CA 92406.
This individual shall serve as director until their
successor or successors have been elected and qualified.
The number of directors may be increased or decreased by a
duly adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the
corporation shall have authority to issue shall consist of
20,000,000 shares of Common Stock having a $.001 par value,
and 5,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may
be issued from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be
issued for such consideration as may be fixed from time to
time by the Board of Directors. The Board of Directors may
issue such share of Common and/or Preferred Stock in one or
more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right
or right of subscription to acquire shares of the
corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right
of subscription thereto, other than to the extent, if any,
the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the
amount of the subscription price has been fully paid in, in
money, property or services, as the directors shall
determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no
Common Stock issued as fully paid shall ever be assessable
or assessed, and the Articles of Incorporation shall not be
amended to provide for such assessment.
<PAGE>
6. Directors' and Officers' Liability
A director or officer of the corporation shall not
be personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any such
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact
that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or
who is serving at the request of the corporation as a
director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired
by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be
paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the corporation. Such right
of indemnification shall not be exclusive of any other right
of such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing,
the Board of Directors may adopt By-Laws from time to time
without respect to indemnification, to provide at all times
the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase
or maintain insurance on behalf of any person who is or was
a director or officer
8. Amendments
Subject at all times to the express provisions of
Section 5 on the Assessment of Shares, this corporation
reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by
statute or the Articles of Incorporation or said By-Laws,
and all rights conferred upon shareholders are granted
subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) Subject to the By-Laws, if any,
adopted by the shareholders, to make, alter or repeal the By-
Laws of the corporation;
<PAGE>
(b) To authorize and caused to be executed
mortgages and liens, with or without limitations as to
amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the corporation
of the securities, evidences of indebtedness and obligations
of other persons, corporations or business entities;
(d) To set apart out of any funds of the
corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the
whole board, to designate one or more
committees to consist of one or more directors of the of the
corporation, which, to the extent provided on the resolution
or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the
management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees
shall have name and names as may be stated in the By-Laws of
the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall
be exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this
Thursday, November 19, 1998, hereby declaring and certifying
that the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 106
Las Vegas, Nevada 89102
Signature: /s/Thomas C. Cook
State of Nevada )
County of Clark )
This instrument was acknowledged before me on
November 19, 1998, by Thomas C. Cook.
/s/Nannette Richko
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, Ted D. Campbell, as a principal of Nevada Internet
Corporation Enterprises, Inc. (NICE), hereby accept
appointment of NICE as the resident agent for the above
referenced company.
Signature:/s/Ted D. Campbell
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 3 (b)
By-Laws of the Company Adopted November 20, 1998
<PAGE>
BYLAWS
OF
Pacific Industrial Corporation
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
November in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
<PAGE>
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place,
either within or without the State of Nevada, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of the meeting will be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date
in any case to be not more than fifty (50) days and, in case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is
fixed for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such
determination shall apply to any adjournment thereof.
<PAGE>
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
<PAGE>
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by the holders of a
majority of the shares entitled to vote or such greater
proportion as may be required by the laws of the State of
Nevada, the Articles of Incorporation, or these Bylaws, with
respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors
shall be responsible for the control and management of the
affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred
upon or reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
<PAGE>
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
<PAGE>
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation therefor.
<PAGE>
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file written dissent to
such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
<PAGE>
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be
terminable at will.
<PAGE>
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
<PAGE>
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
<PAGE>
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
<PAGE>
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
<PAGE>
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement
is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty first day of
December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
<PAGE>
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provisions of these Bylaws or
under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 21st day of
November, 1998.
/S/ THOMAS HOBBS
Secretary
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 10 (a)
Memorandum of Understanding Between Trudean Consultancy Group and
The Government of Tangerang of the Republic of Indonesia
<PAGE>
MEMORANDUM OF UNDERSTANDING
Between Trudean Consultancy Group - Singapore
The Government of Tangerang of the Republic of Indonesia
A collaboration program to address Waste Management programs within tile
Tangerang area.
The government of Tangerang of the Republic of Indonesia (TG) and Trudean
(TD) Consultancy Group with offices in the UK and Singapore here after
referred to as the Parties.
Considering the experience of Trudean the field of investor management
environmental programs and the desire of the government of Tangerang to
enter into a collaboration and pursuant with the prevailing laws and
regulations in Indonesia as well as the procedure and policy of the
Indonesian government. concerning, technical cooperation;
Have Agreed as Follows
Article I - Collaboration
The objective of the collaboration between the Tangerang Government and
Trudean is., to contribute substantially and on it continuing basis, to
plan and develop programs that will attract to the Tangerang area overseas
investment in Waste Management and New Manufacturing, which will result in
higher employment, revenue for the ar04 and a cleaner environment
Article II - Program Directions & Plan of Proposed Projects
The objective and mechanism of the collaborative programs am defined in the
Program Directive, which will be act out in the Annexes, constitute an
integral part of this MOU. A detailed description of Individual Projects
and programs shall be defined in it plan of Operation. The plan of
operation shall he drawn tip and agreed to by both parties and approved by
the relevant government authorities.
<PAGE>
Article III
In order to implement this MOU, Trudean shall
a)Consult with (TG) in the planning & implementation of programs or
projects contemplated under this MOU.
b)Appoint and maintain in Indonesia a representative office with the
necessary resources to assure adequate liaison between the parties and to
provide appropriate expertise, project development and implementation
management on behalf of Trudean.
c)Source the necessary investors for programs and projects identified under
The MOU
d)Recommend technically qualified consultants both foreign and Indonesian
to assist in the implementation of program and projects agreed upon in
tile MOU. When qualified Indonesian personnel are available, they will be
given preference for recruitment.
Article IV
Contributions by Tangerang Government
Tangerang shall subject to personnel and budgetary limitations and in
accordance with prevailing laws and regulations in Indonesia
a)Designate The appropriate personnel I assist in the development of
information required by potential investors, all identified in each
project.
b)The involved in the planning, supervision, implementation and evaluation
programs and projects identified under the terms of this MOU.
C)Assist in the provision of' Business Visas, Resident visas, exit and re-
entry permits will its as required by investor groups who are affiliated
with program, and projects undertaken under the terms of this MOU
<PAGE>
Article V
Limitations of Activities of both Parties-
1) Trudean or tiny people it engages working on any of the programs
within the MOU, shall not engage in any political. activities, or be
involved in any activity competitive with this MOU.
2) The Tangerang Government shall not make any other agreement that is
within the same activity as defined in the MOU, during the period of the
MOU.
Article VI
Amendment, Interpretation, Extension and Termination
1) This MOU may be amended or supplemented at any time as agreed between
the parties, any resulting modification shall be made only in writing with
the consent of the parties.
2) Any differing viewpoint or interpretation on the implementation of
this MOU will be settled amicably through consultation or negotiation
between the parties.
3) This MOU shall come into effect on the date of its signature and shall
be valid for a period of Five Years and shall be automatically renewed for
a successive five Years,
4) This MOU may be terminated by either party subject to written notice
of it least twelve months in advance . hi case the MOU ceases to be in
effect on account of termination the provisions of the individual project &
shall continue to apply to the extent necessary to secure completion of
existing projects. as identified within each projects plan of operation.
In witness whereof the Authorized representatives of the Parties., whose
names are shown below have signed this MOU
Signed in Tangerang on December in two originals , Indonesian & English ,
both being Equally Authentic
<PAGE>
Waste Management Agreement
Between
Tangerang
With
Trudean Consultancy
Number: TRU/EMS - 001/I/99
Concerning
DEVELOP OVERSEAS WASTE TREATMENT INVESTMENT FOR THE
KABUPATEN DAERAH TINGKAT II TANGERANG
Today, Thursday the seventh of January One thousand Nine
Hundred and Ninety Nine, we the undersigned:
1. AGUS DJUNARA:
As Bupati Kepala Daerah Tinkat II Tangerang
Referred to as the FIRST PARTY
2. ALAN MATTHEWS:
As Director of Trudean Consultancy of 112 East Coast Road
#02-35 Katong Mall, Singapore 428802
Referred to as the SECOND PARTY
Both party agree to work together to Develop overseas waste
treatment investment for the Kaupaten Dearah Tingkat II
Tangerang with the following terms and conditions:
Article 1
COLLABORATION
The objective of the collaboration between the First Party
and the Second Party is to contribute substantially and on a
continuing basis, to plant and develop programs that will
attract to the Tangerang area overseas investment in Waste
Management Projects, which are defined as domestic waste and
industrial waste including hazardous, non hazardous, solid,
liquid, and waste water treatment. Resulting in higher
employment, revenue, cleaner environment, and attracting
further manufacturing investment.
Article 2
PROGRAM DIRECTIONS AND PLAN OF PROPOSED PROJECTS
The program direction of this MOU will be set out in the
Annexes, as an integral part of this MOU and each individual
project proposal will be set out in a separate agreement and
agreed by both parties.
Article 3
CONTRIBUTIONS OF THE FIRST PARTY
Subject to capability and authority limitations and
accordance with prevailing law and regulations in Indonesia
First Party shall contribute as follows:
a) Designate the appropriate personnel to assist in the
development of information required be potential investors,
as identified in each project.
b) Be involved in the planning, supervision,
implementation and evaluation of the programs and project
identified under the terms of this MOU
c) To give exclusive authority to Second Party to
negotiate on it's behalf with the potential overseas
investors and with others that will add to the benefits for
the First Party.
Article 4
CONTRIBUTIONS OF THE SECOND PARTY
In order to implement this MOU Second Party shall contribute
as follows:
a) Consult with the First Party in the planning and
implementation of program or project contemplated in under
this MOU.
b) Appoint a representative in Indonesia to assure
adequate communication with the First Party and to provide
appropriate expertise and project development and
implementation management.
c) Source the necessary investors for programs and
projects identified under the MOU
Article 5
LIMITATIONS OF ACTIVITIES
Second Party or any people it engages working on any of the
programs within the MOU, shall not engage in any political
activities, or be involved in any activity competitive with
this MOU.
During the period of the MOU both parties will not make any
other agreement with other parties that is within the same
activities as defined in the MOU unless with the permission
between the parties.
Article 6
AMENDEMENT, INTERPRETATION, VALIDITY, EXTENSION AND
TERMINATION
This MOU may be amended of supplemented at any time as
agreed between the parties.
This MOU shall come into effect on the date of its signature
for period of five years and has option to extend for
further period agreed between the parties.
Any differing viewpoint or interpretation of this MOU will
be settled amicably through negotiation between parties.
This MOU may terminated by either party subject to written
notice of at least twelve months in advance, In case the MOU
ceases to be in effect on account of termination and if
there are still outstanding projects, the period of MOU
shall continue until completion of the projects.
Article 7
This MOU signed in 2 (two) original copies, both being
equally authentic and have a seal affixed.
SECOND PARTY FIRST PARTY
/S/ALAN MATTHEWS /S/AGUS DJUNARA
Director of Trudean Consultancy Butapi Kepala Dearah
TK.II Tangerang
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 10 (b)
Waste Management Agreement Between Trudean Consultancy and Pacific
Industrial Corporation
<PAGE>
Waste Management Agreement
It is hereby agreed as follows:
TRUDEAN CONSULTANCY, situated at 112 East Coast Road, #02-35, Singapore
428802, and PACIFIC INDUSTRIAL CORP., having its registered offices at 1800
E. Sahara Avenue, Ste. 107, Las Vegas, NV 89104, hereafter referred to as
"PIC".
Article I
REPRESENTATIONS AND WARRANTIES OF PACIFIC INDUSTRIAL CORP.
1.1 Organization. Pacific Industrial Corp., is a corporation duly
incorporated, validly existing and at the closing, in good standing under
the laws of the State of Nevada and has corporate power and authority to
own or lease its properties and to carry on business as now being
conducted.
1.2 Authorization. Pacific Industrial Corp., has the power to enter into
this Agreement, when duly authorized and delivered, will constitute the
valid and binding obligation of Pacific Industrial Corp.
1.3 Effect of Agreement. The execution and delivery by Pacific Industrial
Corp. of this Agreement and the consummation of the transactions herein
contemplated, (1) win not conflict with, or result in a breach of the terms
of, or constitute any default under or violation of, any law or regulation
of any governmental authority, or any material agreement of instrument to
which Pacific Industrial Corp. is a party or by which it is bound or is
subject; (ii) nor will it give to others any interest or rights, including
rights of termination.
1.4 Nature of Representations. No representations, warranty or Agreement
Made by Pacific Industrial Corp. in this Agreement or any of the Schedules
or any other Exhibits hereto and no statement made in the Schedules or any
such, Exhibit, list, certificate, or schedule or other instrument or
disclosure furnished by them in connection with the transactions hereto
make any statement, representation, warranty or agreement not misleading.
1.5 Litigation; Claims. Pacific Industrial Corp., is not a party to, and
there are not any claims, actions, suits, investigations, or proceedings
pending or threatened against Pacific Industrial Corp., or its business, at
law or in equity, or before or by any governmental department, commission,
board, bureau, agency, or instrumentally, domestic or foreign, which if
determined adversely would have a material effect on the business or
financial condition of Pacific Industrial Corp. to carry on its business.
The consummation of the transaction herein contemplated will not conflict
or result in the breach or violation of any judgment order, writ,
injunction, or decree of any court or governmental department, commission
board, bureau, agency, or instrumentally, domestic or foreign.
<PAGE>
Waste Management Agreement
(continued)
1.6 Compliance with Laws and Regulations. To the best of their knowledge,
Pacific Industrial Corp. has complied with and are not in violation of any
local or foreign statute, law, rule or regulation with respect to the
conduct of Pacific Industrial Corp. businesses, which violation might have
a material adverse effect on this contract.
1.7 Finders. Pacific Industrial Corp., is not obligated, absolutely or
contingently, to any person for financial advice, a finders fee, brokerage
commission, or other similar payment in connection with the transactions
contemplated by this Agreement.
1.8 Nature of Representations. Pacific Industrial Corp., have taken
reasonable care to ensure that all disclosures and facts are true and
accurate and that there are not other material facts, the omission of which
would make misleading any statement herein. Further, no representation,
warranty or agreement made by Pacific Industrial Corp. in this Agreement or
any of the schedules or any other Exhibits hereto and no statement made in
the Schedules or any such exhibit, list, certificate or schedule or other
instrument or disclosure furnished by them in connection with the
transactions therein contemplated contain, or will contain, any untrue
statement of a material fact necessary to make any statement,
representation, warranty or agreement not misleading.
Article II
SCOPE OF WASTE MANAGEMENT DUTIES
2.1 Pacific Industrial Corp. will supply plans to manage and operate the
Tangerang Landfill, and complete solid waste management system.
2.2 Pacific Industrial Corp. will build and operate a Recycle Center in
Tangerang to recycle both local and imported waste materials.
2.3 Pacific Industrial Corp. will manage and operate the Tangerang
composting site.
2.4 Pacific Industrial Corp. will employ local personnel to help operate
the facilities, train personnel in the latest technological advancements
in waste management.
2.5 Pacific Industrial Corp. will apply the latest technology in managing
Tangerang's solid waste management.
2.6 Tangerang local government agrees to assist in implementing new
policies by adopting necessary legislation required to
upgrade and modernize.
2.7 Import volumes for 10 years necessary to increase revenue for
waste program.
<PAGE>
Waste Management Agreement
(continued)
Article III
CONTRACT DURATION
3.1 Ten years
3.2 Reasons for cancellation
Article IV
ORGANIZATION AND AUTHORIZATION
4.1 Organization. Pacific Industrial Corp. is a corporation duly
incorporated,
validly existing and, at the closing, in good standing under the laws of
the Country of
Indonesia and has the corporate power and authority to own or lease its
properties and to
carry on business as now being conducted.
4.2 Authorization. Pacific Industrial Corp. has the full power and
authority to enter into this Agreement and to carry out its obligations
hereunder. Other than approval by the Board of Directors and/or
shareholders, no proceedings on the part of Shareholders are necessary to
authorize this Agreement or the transactions completed hereby. This
Agreement constitutes the legal, valid and binding obligation of Pacific
Industrial Corp., enforceable in accordance with its terms. Attached hereto
and made a part hereof by references is a copy of the Board of Directors
resolution authorizing the execution of this Agreement and the authority to
carry out Pacific Industrial Corp.'s obligations hereunder.
Article V
CONDITIONS TO OBLIGATIONS OF BOTH PARTIES
The obligation of both parties under this Agreement, subject to the
satisfaction, at prior to the Closing Date, of the following conditions:
5.1 Fulfillment of Covenants. All the terms, covenants and conditions of
this Agreement to be complied with and performed by both parties, at or
before the Closing Date shall have been duly complied with and performed.
5.2 Accuracy of Representations and Warranties; Other Documents. All of
the Representations and warranties made by all parties to this Agreement
shall be true as of the Closing Date.
<PAGE>
Waste Management Agreement
(continued)
5.3 No litigation.-There shall be no action, proceeding, investigation or
pending or actual litigation the purpose of which is to enjoin or may be to
enjoin the transactions contemplated by this Agreement or which would have
the effect if successful, or imposing a material liability upon Pacific
Industrial Corp., or any of the officers or directors thereof, because of
the consummation of the transaction contemplated by this Agreement.
Article VI
INDEMNIFICATION AND ARBITRATION
6.1 Indemnification. Each of the parties agree to indemnify, and hold
harmless the other against any and all damages, claims, losses, expenses,
obligations and liabilities including reasonable attorneys fees resulting
from or related to any breach of, or failure by each of the parties to
perform any of their representations, warranties, covenants, conditions or
agreements in this Agreement or in any schedule, certificate, exhibit or
other document furnished, or to be furnished under this Agreement.
6.2 Claims of Indemnification. Any claim for indemnification pursuant to
this agreement, unless otherwise received by means or direct negotiation
among the parties upon reasonable oral notification by the party seeking
indemnification to all other parties, shall be made by writing of the
nature and amount of the claim to the other.
6.3 Expenses. Each party shall bear its own expenses.
6.4 Survival. All statements contained in the schedules, any Exhibit or
other Instrument delivered by or on behalf of the shareholders or in
connection with the transactions contemplated by this Agreement, shall be
deemed to be representations made by or on behalf of the parties to this
Agreement, all representations, warranties and agreements made by the
parties to this Agreement or pursuant hereto shall survive.
Article VII
GENERAL
7.1 Notices. All notices or other communications required or permitted
hereunder shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested, and shall be deemed
received upon mailing thereof.
To: Pacific Industrial Corp.
1800 E. Sahara Ste. 107
Las Vegas, Nevada 39104
To: Trudean Group Consultancy
112 East Coast Road, #02-35
Singapore 428802
<PAGE>
Waste Management Agreement
(continued)
7.2 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit or the permitted successors and assigns of the parties
hereto.
7.3 Professional Fees. In the event of the bringing of any action or suit
by a party hereto against another party hereunder by reason of any breach
of any of the covenants, agreements or provisions on the part of the other
party arising out of this Agreement, then in the event the prevailing party
shall be entitled to have and recover of and from the other party all costs
and expenses of the action or suit, including actual attorney's fees,
accounting fees, and other professional fees resulting therefrom.
7.4 Entire Agreement. This Agreement is the final expression of, and
contains the entire agreement between, the parties with respect to the
subject matter hereof and supersedes all prior understandings with respect
thereto. This Agreement may not be modified, changed, supplemented or
terminated, nor may any obligations hereunder be waived, except by written
instrument signed by the party to be charged or by his agent duly
authorized in writing or as otherwise expressly permitted herein, the
parties do no intend to confer any benefit hereunder on any person, firm or
corporation other than the parties hereto.
7.5 Construction. Headings at the beginning of each paragraph and
Subparagraph are solely for the convenience of the parties and are not a
part of the Agreement. Whenever required by the context of this Agreement,
the singular shall include the plural and the masculine shall include the
feminine. This Agreement shall not be construed as if it had been prepared
by one of the parties, but rather as if both parties had prepared the same.
Unless otherwise indicated, all references to paragraphs and subparagraphs
are to this Agreement. In the event the date on which any party is required
to take any action under the terms of this Agreement is not a business day,
the action shall be taken on the next succeeding day.
7.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be an original and all of which taken
together shall constitute one instrument.
7.7 Governing Law. The parties hereto expressly agree that this Agreement
shall be governed by, interpreted under, and construed and enforced in
accordance with the laws of the State of Nevada.
<PAGE>
Waste Management Agreement
(continued)
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in Las
Vegas, Nevada.
Pacific Industrial Corp.
By:/S/ THOMAS HOBBS
Trudean Consultancy
By:/S/ ALAN MATTHEWS
PACIFIC INDUSTRIAL CORPORATION
A Nevada Corporation
Exhibit 23
Consents of Independent Public Accountants
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
July 23, 1999
To Whom It May Concern:
The firm of James E. Slayton, Certified Public Accountant consents to
the inclusion of my report of July 23, 1999, on the Financial Statements of
Pacific Industrial Corporation from the inception date of November 20, 1998
through May 31, 1999, in any filings that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.
Professionally,
/S/James E. Slayton, CPA
Ohio License ID# 04-1-15582
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