<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
JobSort, Inc.
(Name of Small Business Issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0408212
(I.R.S. Employer Identification Number)
5161 Blossom Ave., Las Vegas, Nevada 89122
(Address of principal executive offices) (zip code)
Issuer's telephone number: (702) 431-1848
Securities to be registered under section 12(b) of the Act:
Title of Each Class
to be so registered
_______________________________________
_______________________________________
Name on each exchange on which
each class is to be registered
_______________________________________
_______________________________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $.001 par value per share, 25,000,000 shares
authorized, 1,355,300 issued and outstanding as of March 31,
1999.
<PAGE>
<TABLE>TABLE OF CONTENTS
<S> <C> <C>
Part I 3
Item 1. Description of Business 3
Item 2. Management's Discussion and
Analysis or Plan of
Operation 6
Item 3. Description of Property 7
Item 4. Security Ownership of Management
and Others and Certain 7
Security Holders
Item 5. Directors, Executives, Officers
and Significant Employees 8
Item 6. Executive Compensation 10
Item 7. Certain Relationships and Related
Transactions 10
Part II 11
Item 1. Legal Proceedings 11
Item 2. Market for Common Equity and
Related Stockholder Matters 11
Item 3. Recent Sales of Unregistered
Securities 12
Item 4. Description of Securities 12
Item 5. Indemnification of Directors and
Officers 13
Part F/S 15
Item 1. Financial Statements 15
Item 2. Changes in and Disagreements With
Accountants on Accounting and
Financial Disclosure 15
Part III 16
Item 1. Index to Exhibits 16
Item 2. Description of Exhibits 19
</TABLE>
<PAGE>
Part I
Item 1. Description of Business
A. Business Development and Summary
JobSort, Inc., hereinafter referred to as the "Company" or "JobSort",
was organized by the filing of articles of incorporation with the
Secretary of State of the State of Nevada on October 15, 1998. The
articles of the Company authorized the issuance of twenty five million
(25,000,000) shares of Common Stock at a par value of $0.001 per share.
The Company is a developmental stage company with a principal business
objective to provide an efficient two-way job matching databank that
establishes a new method by which prospective employers and employees
might make an optimal employment match. This service will be offered
via a Company-owned website, www.jobsort.com, whereby both prospective
employers and employees will have access. Initially, the Company
will concentrate its efforts on the Las Vegas, Nevada job market.
For many years, people have assumed that the only way to find top-
quality employees was to resort to paying exorbitant employment
agency or "headhunter" fees, while still having no guarantee that the
new employee would be a good fit. The condition of the Las Vegas job
market today is such that the company-employee fit is essential to
providing, among other things, the level of customer service that is
expected in a primarily tourism-based economy - highly skilled labor
and innovative thinkers and people with strong work ethics for the
wide range of positions available in Las Vegas.
Las Vegas, Nevada, having a population of 1,260,000 people in 1998,
with a projected five-year growth of 350,000, is the fastest growing
city in the nation. Additionally, Las Vegas boasts the nation's
second lowest unemployment rate. Quality employees who will stay for
any appreciable length of time with any company are becoming
increasingly difficult to find. The Company believes that a databank
that provides both prospective employers and employees with
information and matching them based on similar preferences will
ensure that the employment process will work more effectively than
traditional employment agencies and headhunters.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
The main service offered by the Company is an interactive website,
www.jobsort.com, where prospective employees and employers can search
for prospective employers or employees which meet their specific
employment criteria. A variety of categories and sections will be
available, such as clerical, administrative, light industrial,
hotel/casino, medical, legal, and accounting, among others.
Prospective employers and employees will be further classified into
various levels of employment, such as salaried positions, hourly
positions, part-time/flex-time, union or non-union, consultants and
independent contractors. Both prospective employers and employees
will fill out an extensive form that will include information to
properly match employer with employee, then notify the respective
parties of the match. The website will also feature resume and company
information links known as "hotlinks". Prospective employers will be
able to search for resumes by entering certain keywords that will pull
up resumes with those keywords included. Prospective employees will be
able to search for companies by entering certain keywords that will
pull up companies matching their search parameters. Revenues will be
generated by the monthly fees charged to prospective employees for
their access to the system, as well as by "hotlinks" to other websites
such as colleges, resume services, career counselors, printing services,
and training programs.
<PAGE>
(2) Distribution Methods of the Products or Services
Internet Marketing and Sales
The Company's goal is to become the standard for Internet-based job
matching databases. The Company has entered into a website consulting
agreement with Best Website Promotion and Design. Under this agreement,
Best Website Promotion and Design will market the Company's web site
with the major search engines (e.g. Yahoo, Lycos, etc.) in order to
increase traffic across the Company's web site. When finished, potential
employers and employees may access the Company's web site by searching
under common names on these search engines. Some of the common names
will be: Las Vegas Jobs, Job Search, Las Vegas, Employment Services,
Las Vegas Employment Services, and Las Vegas Job Search. By focusing
the majority of its product marketing on web sales, the Company believes
that it will be able to sell its products and services to consumers
who can simply download them directly over the Internet, thereby
eliminating direct sales concerns for those sales opportunities.
(3) Status of Any Announced New Product or Service
The Company is a development stage company, and as such, does not have
nay new announced products and services to offer other than those
described above.
(4) Industry Background
The staffing industry is highly competitive and has low entry barriers
for companies wishing to enter the business. The Company faces intense
competition from large national, international, regional and local
companies and newly established companies. The Company's competitors
include companies such as Manpower, Inc., Kelly Services, inc., The
Olsten Corporation and AccuStaff, Incorporated, which are national in
scope and have substantially greater financial and marketing resources
than the Company. However, the Company believes that it will be able to
recruit many of its prospective employees and employers via local print
advertising in newspapers and magazines as well as through its Internet
search engine and key word registration with various search engines and
web databases.
(5) Raw Materials and Suppliers
The Company is an e-commerce service business, and thus does not use raw
materials or have any principal suppliers.
(6) Customers
For many years, the Company believes that people have assumed that the
only way to find top-quality employees was to resort to paying
exorbitant employment agency or "headhunter" fees, while still having no
guarantee that the new employee would be a good fit. The condition of
the Las Vegas job market today is such that the company-employee fit is
essential to providing, among other things, the level of customer
service that is expected in a primarily tourism-based economy, highly
skilled labor and innovative thinkers and people with strong work ethics
for the wide range of positions available in Las Vegas.
<PAGE>
Las Vegas, Nevada, having a population of 1,260,000 people in 1998, with
projected five-year growth of 350,000, is the fastest growing city in
the nation. Additionally, Las Vegas boasts the nation's second lowest
unemployment rate. Quality employees who will stay for any appreciable
length of time with any company are becoming increasingly difficult to
find. The Company believes that a databank that provides both
prospective employers and employees with information and matching them
based on similar preferences will ensure that the employment process
will work more effectively than traditional employment agencies and
headhunters.
Having identified a general need for a company such as JobSort in the
Las Vegas market, the Company will identify the specific ways in which
it will be the most advantageous to proceed. This will include meeting
with a variety of corporations and discussing with them the advantages
to registering with a job matching database company. Further research
will be conducted to determine the best way to reach prospective
employees, via the Internet, colleges, trade schools, and career
counselors. Based on the research and analysis from Phase I, the
Company will initiate operational planning that will result in the
creation of a fully functional interactive website database company
that will match prospective employers and employees.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements,
or Labor Contracts
The Company believes that its success and ability to compete is
dependent in part on the protection of its potential trademarks, trade
names, service marks and other proprietary rights. The Company intends
to rely on trade secret and copyright laws to protect the intellectual
property that it plans to develop, but there can be no assurance that
such laws will provide sufficient protection to the Company, that others
will not develop products and services that are similar or superior to
those of the Company's, or that third parties will not copy or otherwise
obtain and use the Company's proprietary information without
authorization. In addition, the Company plans to rely on certain
property licensed from third parties, and may be required to license
additional products or services in the future, for use in general
operations. There can be no assurance that these third party licenses
will be available or will continue to be available to the Company on
acceptable terms or at all. The inability to enter into and maintain
any of these licenses could have a material adverse effect on the
Company's business, financial condition or operating results.
Policing unauthorized use of the Company's proprietary and other
intellectual property rights, in the future, could entail significant
expense and could be difficult or impossible. In addition, there can be
no assurance that third parties will not bring claims of copyright or
trademark infringement against the Company or claim that certain of the
Company's products, processes or features violates a patent. There
can be no assurance that third parties will not claim that the Company
has misappropriated their creative ideas or formats or otherwise
infringed upon their proprietary rights. Any claims of infringement,
with or without merit, could be time consuming to defend, result in
costly litigation, divert management attention, require the Company to
enter into costly royalty or licensing arrangements to prevent the
Company from using important technologies or methods, any of which could
have a material adverse effect on the Company's business, financial
condition or operating results.
(8) Regulation
The Company does not need any government approval for its principal
products or services.
<PAGE>
(9) Effect of Existing or Probable Government Regulations
None -- Not Applicable.
(10) Research and Development Activities
The Company's business and industry does not rely on research and
development activities. The Company has yet to incur any research and
development costs from October 15, 1998 (date of inception) through
February 12, 1999. In addition, the Company does not expect to incur
any research and development expenses during the fiscal and calendar
year ending December 31, 1999.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental
laws which would effect its operations.
(12) Employees
The Company presently has zero (0) full-time employees and two (2) 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 four month operating period ended February
12, 1999, the Company incurred a net loss of $10,336 for selling,
general and administrative expenses related to start-up operations. It
has yet to receive any revenues from operations. On October 17, 1998,
founding shareholders purchased 1,000,000 shares of the Company's
authorized treasury stock for cash. Additionally, on January 20, 1999,
the Company completed an offering of three-hundred fifty-five thousand
and three-hundred (355,300) shares of the Common Stock of the Company to
approximately thirty-seven (37) unaffiliated shareholders. This
offering was made in reliance upon an exemption from the registration
provisions of Section 4(2) of the Securities Act of 1993, as amended,
pursuant to Regulation D, Rule 504 of the Act. As of March 31, 1999,
the Company has one million three hundred fifty five thousand three
hundred (1,355,300) shares of its $0.001 par value common voting stock
issued and outstanding which are held by approximately thirty-nine (39)
shareholders of record. Management fully anticipates that the proceeds
from the sale of all of the Common Shares sold in this offering
delineated above will be sufficient to provide the Company's capital
needs for the next approximately six (6) months.
<PAGE>
This is a development stage company. The Company believes that its
initial revenues will be primarily dependent upon the Company's ability
to cost effectively and efficiently provide an efficient two-way job
matching databank that establishes a new method by which prospective
employers and employees Might make an optimal employment match. The
Company designates as its priorities for the first six (6) months of
operations as developing and marketing its services and website to
establish its business in the staffing industry. Realization of sales
of the Company's services during the fiscal year ending December 31,
2000 is vital to its plan of operations. There are no guarantees 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.
As of February 12, 1999, the Company has yet to generate any revenues.
In addition, the Company does not expect to generate any revenues over
the next approximately six (6) to twelve (12) 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) The Company has yet to incur any research and development costs from
October 15, 1998 (date of inception) through February 12, 1999. In
addition, the Company does not anticipate incurring any research and
development expenses through the fiscal and calendar year ending
December 31, 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 in the next approximately six (6) months.
B. Segment Data
As of February 12, 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 5161 Blossom Avenue,
Las Vegas, Nevada 89122. The office space is provided by an officer and
director of the Company at no cost to the Company. The Company does not
have any additional facilities. In addition, there are currently no
proposed programs for the renovation, improvement or development of the
property currently being utilized by the Company. Management believes
this is currently suitable as the main administrative office and should
remain so for the next approximately twelve (12) months.
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
<PAGE>
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, (iv) and 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.
<TABLE> Breakdown of Shares
<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 Paige Gamble (1) President; CEO; Chairman 500,000 31.25%
Common Anna M. Lotter(1) Secretary; Treasurer; 500,000 31.25%
Director
Common All Executive 1,000,000 62.50%
Officers and
Directors as a Group
(2 Persons)
</TABLE>
(1) c/o JobSort, Inc., 5161 Blossom Avenue, Las Vegas, Nevada 89122.
B. Persons Sharing Ownership of Control of Shares
No person other than Paige Gamble and Anna M. Lotter 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.
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> NAMES AND AGES OF OFFICERS
<S> <C> <C>
Name Age Position
Paige Gamble 28 President, CEO and Chairman
Anna M. Lotter 30 Secretary, Treasurer and Director
</TABLE>
<PAGE>
B. Work Experience
Paige Gamble, President, CEO and Chairman - Ms. Gamble brings extensive
business and marketing experience to the development of JobSort. Her
expertise lies in both the domestic and international arenas of
corporate marketing, product and service development, strategic planning
and government contracting. Ms. Gamble, Director of Marketing, is
responsible for global marketing at CashCode Company Inc. - a Toronto
based manufacturer of bill validators. She oversees product marketing,
advertising, market research, market development, and public relations.
She plays a key role in developing the company's brand image and
awareness.
Prior to joining CashCode in 1996, she was employed as the Marketing
Manager at JCM Inc., one of the premier validator manufacturers in the
world. At JCM, some of her clients/contacts included IGT, Bally,
Powerhouse, Williams Gaming, Sigma and Brinks. Many of these companies
are based in Nevada, or have a substantial presence in the state.
Management of the Company believes that the contacts with these
companies will be quite beneficial for JobSort. Previously, Ms. Gamble
was in executive sales at Goodwill Temporary Services, one of the
leading temporary and permanent job placement firms. She created a
niche market for employment of individuals with disabilities - matching
private, public and state agencies with qualified candidates.
Ms. Gamble completed her Bachelor of Arts degree in 1991 at Oregon State
University, specializing in Industrial Business Communications in the
school of Journalism. A Nevada resident for the past four years, she is
knowledgeable of the economic growth that Nevada has experienced.
Management of the Company believes that her experience with job
placement has provided her direct insight into market needs and
requirements of individuals and companies seeking an innovative
alternative to current hiring practices.
Anna M. Lotter, Secretary, Treasurer and Director - Ms. Lotter received
her B.A. from the University of Minnesota. She has over twelve years in
sales and marketing experience in various areas of the hospitality
industry. During her tenure in Las Vegas, Ms. Lotter worked as the
Nevada Account Executive for one of the top gaming trade publications,
Casino Executive. After building the Nevada account base, she moved on
to work with a top supplier of In-Room Coffee to the Hotel Industry,
Mr. Coffee Concepts. She has worked to build the Las Vegas market over
the past year. Management of the Company believes that Ms. Lotter's
experience gives her a clear understanding of the special needs of a
city whose main revenue is derived from the hospitality industry. In
addition, management believes that her involvement in customer service
training, marketing and sales to the Gaming Industry has given her
critical insight into the necessity of a good fit for both employer and
employee. Additionally, the Company believes that Ms. Lotter's
extensive networking in the Las Vegas market over the past three years
will prove to be one of the key elements in the development and success
of JobSort.
C. Family Relationships
None - Not Applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No director, officer, consultant or significant employee has been
convicted in a criminal proceeding, exclusive of traffic violations.
<PAGE>
(2) No director, officer, significant employee or consultant 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.
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 February 12, 1999, did not draw a salary from the
Company. Over the next six (6) months, however, each executive officer
is expected to draw the following annual compensation. The Company does
not currently have a stock option plan.
(1)
<TABLE> COMPENSATION
<S> <C> <C>
Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Paige Gamble President, Chief Executive Officer $12,000
and Chairman
Anna M. Lotter Secretary/Treasurer and Director $12,000
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company
was compensated for the period from October 15, 1998 to February 12,
1999, for any service provided as a director. In addition, no such
arrangement is contemplated for the foreseeable future as the Company's
only directors are its current executive officers who will be drawing a
salary for the management of the Company.
Item 7. Certain Relationships and Related Transactions
Because of the development stage nature of the Company and its
relatively recent inception, October 15, 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, the NQB's "Pink Sheets" 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 March 31, 1999, the Company had 39 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.
<PAGE>
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.
Item 3. Recent Sale of Unregistered Securities
On January 20, 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 335,300 shares of
the Common Stock of the Company to 36 unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and
Exchange Commission on or about March 8, 1999. As of March 10, 1999,
the Company has 1,355,300 shares of common stock issued and outstanding
held by 38 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
<PAGE>
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 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.
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, partners
hip, 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.
<PAGE>
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.
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:
</TABLE>
<TABLE> F/S TABLE OF CONTENTS
<S> <C>
a)JobSort, Inc. Page
Report of
Barry L. Friedman, CPA........F-1
Balance Sheet as of
February 12, 1999.............F-2
Statement of Operations
for the period from
October 15, 1998 through
February 12, 1999.............F-3
Statement of Stockholder's
Equity for the period from
October 15, 1998
through February 12, 1999.....F-4
Statement of Cash Flows
for the period from
October 15, 1998 through
February 12, 1999.............F-5
Notes to Financial Statements..F-6
</TABLE>
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
<PAGE>
JOBSORT, INC.
A Nevada Corporation
Information Statement
UNDER RULE 15c2-11
OF THE SECURITIES EXCHANGE ACT OF 1934
The date of this Information Statement is March 22, 1999
Exhibit "K"
Audited Financial Statements dated February 12, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE> TABLE OF CONTENTS
<S> <C>
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 6-7
</TABLE>
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE
LAS VEGAS, NEVADA 89123
OFFICE (702) 361-8414
FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors
JobSort, Inc.
Las Vegas, Nevada
March 5, 1999
I have audited the Balance Sheet of JobSort, Inc., (A
Development Stage Company), as of February 12, 1999, and the
related Statements of Operations, Stockholders' Equity and
Cash Flows for the period October 15, 1998, (inception) to
February 12, 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
statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to
above present fairly, in all material respects, the financial
position of JobSort, Inc., (A Development Stage Company), as
of February 12, 1999, and the results of its operations and
cash flows for the period October 15, 1998, (inception) to
February 15, 1999, in conformity with generally accepted ac
counting 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 no operations and has no established source of revenue.
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.
/S/Barry L. Friedman
Certified Public Accountant
-1-
<PAGE>
JOBSORT, INC.
(A Development Stage Company)
February 12, 1999
BALANCE SHEET
<TABLE>BALANCE SHEET
<CAPTION>ASSETS
<S> <C>
CURRENT ASSETS:
Cash $9,210
TOTAL CURRENT ASSETS $9,210
OTHER ASSETS:
Organization Costs(Net) $ 219
TOTAL OTHER ASSETS $ 219
TOTAL ASSETS $9,429
</TABLE>
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C>
CURRENT LIABILITIES:Officers Advances(Note #6) $ 0
TOTAL CURRENT LIABILITIES $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
authorized 50,000,000 shares;
issued and outstanding at
February 12, 1999-1,355,300 shares $ 1,355
Additional paid-in capital $ 18,410
Deficit accumulated during -$10,336
development stage
TOTAL STOCKHOLDER'S EQUITY $ 9,429
TOTAL LIABILITIES AND $ 9,429
STOCKHOLDERS' EQUITY
</TABLE>
See accompanying notes to financial statements & audit report
-2-
<PAGE>
JOBSORT, INC.
(A Development Stage Company)
October 15, 1998, (Inception) to February 12, 1999
STATEMENT OF OPERATIONS
<TABLE>STATEMENT OF OPERATIONS
<S> <C>
INCOME: $ 0
Revenue
EXPENSES: $ 800
Accounting 16
Amortization 30
Bank Charges 550
Consulting Fees 8,000
Corporate Services 130
Filing Fees 95
Miscellaneous 20
Office Expense 50
Transfer Fees 645
TOTAL EXPENSES $ 10,336
NET LOSS $-10,336
Weighted average number of 1,078,231
common shares outstanding
Net LOSS
Per Share $- .0096
</TABLE>
See accompanying notes to financial statements & audit report
-3-
<PAGE>
JOBSORT, INC.
(A Development Stage Company)
February 12, 11999
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>STATEMENT OF STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C>
Shares Amount Additional Deficit
paid-in accumulated
capital during
development
stage
October 17, 1998
issued for cash 1,000,000 $ 1,000 $ 1,000 $0
January 20, 1999
public offering
for cash 195,300 +195 +9,570
for corporate
services 160,000 +160 +7,840
Net loss,
October 15, 1998
(inception) to
February 12, 1999
Balance, --------- ------ ------- --------
February 12, 1999 1,355,300 $1,355 $18,410 $-10,336
</TABLE>
See accompanying notes to financial statements & audit report
-4-
<PAGE>
JOBSORT, INC.
(A Development Stage Company)
October 15, 1999 (Inception) to February 12, 1999
STATEMENT OF CASH FLOWS
<TABLE>STATEMENT OF CASH FLOWS
<S> <C>
Cash Flows from
Operating Activities:
Net loss $ -10,336
Amortization + 16
Issue common stock for
Corporate Services + 8,000
Changes in assets and
liabilities:
Organization Costs - 235
Cash Flows from
Investing Activities: 0
Cash Flows from
Financing Activities:
Sale of Common Stock +11,765
Net increase in cash + 9,210
Cash,
Beginning of period 0
Cash, $ 9,210
End of period
See accompanying notes to financial statements & audit report
-5-
<PAGE>
JOBSORT, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 12, 1999
NOTE 1 - HISTORY AND ORGANIZATION 0F THE COMPANY
The Company was organized October 15, 1998, under the
laws of the State of Nevada, as JobSort, Inc. The Company has
yet to generate any revenues and in accordance with Statement
of Financial Accounting Standards No. 7 (SFAS #7), the Com-
pany is considered a developmental stage company.
On October 17, 1998, the company issued t,000,000 shares
of its $0.001 par value common stock for cash of $ 2,000.00 to
its directors.
On January 20, 1999, the Company completed a public of-
fering that was exempt from federal registration pursuant to
Regulation D, Rule 504 of the Securities Act of 1933, as
amended. The Company sold 195,300 shares of common stock at a
price of $0.05 per share for a total amount raised of $
9,765.00. In addition, the Company issued 160,000 shares of
common stock for corporate services to the Company valued at
$0.05 per share or $ 8,000.00.
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, $ 455.00, is being amortized over
a period of 60 months (October 15 through October 14, 2003) .
3. Earnings per share is computed using the weighted average
number of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
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 yet to generate any revenue.
Additionally, the Company does not have significant cash or
other material assets, nor does it an established source of
revenue sufficient to cover its operating costs and to allow
it to continue as a going concern indefinitely.
-6-
<PAGE>
JOBSORT, INC.
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
February 12, 1999
NOTE 3 - GOING CONCERN CONTINUED
It is the intent of the Company to seek to raise additional
capital via a private placement offering pursuant to
Regulation "D", Rule 505/506, once the Company is trading on
the "Pink Sheets" or the OTC-BB. Without realization of
additional capital, it would be unlikely for the Company to
continue as a going concern. Until that time, the
stockholders/officers and/or directors have committed to advancing
the operating costs of the Company interest free.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal
property. A director provides office services without charge.
Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. 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.
NOTE 6 - OFFICERS ADVANCES
While the Company plans to seek additional capital
eventually through a private offering, until that time,
the stockholders/officers and/or directors have committed to
advancing the operating costs of the Company interest free.
As of February 12, 1999, the amount advanced is zero.
-7-
<PAGE>
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None -- Not Applicable.
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed
October 15, 1998
(b) By-Laws of the Company adopted October 17, 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
Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
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
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
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
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 JobSort, Inc., ending February 12, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession
Not applicable
3. Articles of Incorporation & By-Laws
(c) Articles of Incorporation of the Company filed October 15, 1998
(d) By-Laws of the Company adopted October 17, 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
Not applicable
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
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
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
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
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 JobSort, Inc., ending February 12, 1999
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits
Not applicable
<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.
_____________________________ JobSort, Inc. ______________________________
(Registrant)
Date: June 14, 1999 _________________
By: /s/ Paige Gamble _________________
Paige Gamble, Chairman of the Board, President and Chief Executive Officer
By: /s/ Anna M. Lotter _______________
Anna M. Lotter, Director, Secretary, Treasurer
</TABLE>
<PAGE>
Exhibit 3.a
ARTICLES OF INCORPORATION
OF
JobSort, Inc.
1.Name of Company:
JobSort, Inc.
2.Resident Agent:
The resident agent of the Company is:
Nevada Internet Corporation Enterprises, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3.Board of Directors:
The Company shall initially have one director (1) who is Paige Gamble; 3110 S.
Valley View Blvd., Ste 105; Las Vegas, NV 89102. 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 25,000,000 shares of Common Stock having a $.001 par
value. The Common Stock of the Company may be issued from time to time without
prior approval by the stockholders. The Common 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 on Thursday, October 15, 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 105
Las Vegas, Nevada 89102
Signature:/s/Thomas C. Cook, Esq.
****************************************
* NOTARY PUBLIC *
* STATE OF NEVADA *
State of Nevada ) * MATTHEW J. BLEVINS *
County of Clark ) * County of Clark *
* No.98-0220-1 *
* My Appointment Expires Jan. 14, 2002*
****************************************
This instrument was acknowledged before me on
October 15, 1998, by Thomas C. Cook.
/s/Matthew J. Blevins
Notary Public signature
Certificate of Acceptance of Appointment as Resident gent I, TED D CAMPBELL II
as a principal of Nevada Internet Corporation Enterprises ("NICE"), hereby
accept appointment of NICE as the resident agent for the above referenced
company.
Signature: /s/Ted D. Campbell II
Ted D. Campbell II
<PAGE>
SECRETARY OF STATE
**THE GREAT SEAL OF THE STATE OF NEVADA**
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that JobSort, INC. did on OCTOBER 15, 1998, file in this office
the original Articles of Incorporation; that said Articles are now on file and
of record in the office of the Secretary of State of the State of Nevada, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Las Vegas, Nevada, on OCTOBER 15, 1998.
/s/Dean Heller
Secretary of State
By
/s/Judy Pre
Certification Clerk
Exhibit 3.b
BYLAWS
OF
JobSort, Inc.
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
October 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.
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
<PAGE>
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
<PAGE>
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.
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
<PAGE>
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.
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 all of the shareholders
entitled to vote 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.
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
<PAGE>
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.
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.
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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.
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,
<PAGE>
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.
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
<PAGE>
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.
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
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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.
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.
<PAGE>
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 17th day of
October, 1998.
/S/Anna M. Lotter
Secretary
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