SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
MICRON ENVIRO SYSTEMS, INC.,
A Nevada corporation (Exact
name of registrant as specified in its charter)
NEVADA 98-0202-944
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
17920-105 Avenue, Suite #200, Edmonton, Alberta, Canada T5S 2H5
(Address of registrant's principal executive offices) (Zip Code)
780.951.4876
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered: each class is to be registered:
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $.001
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
Attorneys-at-Law
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
Page 1 of 17
Exhibit Index is specified on Page 16
<PAGE>
Micron Enviro Systems, Inc.,
A Nevada corporation
Index to Form 10-SB Registration Statement
<TABLE>
<CAPTION>
Item Number and Caption Page
- - ----------------------- ----
<S> <C> <C>
1. Description of Business 3
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
3. Description of Property 8
4. Security Ownership of Certain Beneficial Owners and Management 8
5. Directors, Executive Officers, Promoters and Control Persons 10
6. Executive Compensation - Remuneration of Directors and Officers 12
7. Certain Relationships and Related Transactions 13
8. Legal Proceedings 13
9. Market for Common Equity and Related Shareholder Matters 13
10. Recent Sales of Unregistered Securities 14
11. Description of Securities 14
12. Indemnification of Officers and Directors 14
13. Financial Statements 15
14. Changes in and Disagreements with Accountants 15
15. Financial Statements and Exhibits
15(a) Index to Financial Statements 15
Financial Statements F-1 through F-9
15(b) Index to Exhibits 16
Exhibits E-1 through E-35
Signatures 17
</TABLE>
2
<PAGE>
Item 1. Description of Business.
Development of the Company. Strathcona Capital Corp., a Nevada corporation
("Company"), was incorporated in the State of Nevada on or about January 23,
1998. On or about January 22, 1999, the Company filed a Certificate of Amendment
to its Articles of Incorporation changing its name to Micron Enviro Systems,
Inc. The executive offices of the Company are located at 17920-105 Avenue, Suite
#200, Edmonton, Alberta, Canada T5S 2H5. The Company's telephone number is
780.951.4876.
Business of the Company. The Company was originally incorporated for the
purposes of manufacturing low cost housing and acquiring technology related to
the recycling of waste oil. Although remaining interested in the waste oil
recycling business, the Company has nonetheless directed its attention and
assets to acquiring an existing plastics manufacturing business. The Company
plans to develop its own filter and cleaning products.
On or about December 24, 1998, pursuant to a loan agreement, the Company
conditionally acquired from Tangle Creek Cattle Co., a Canadian corporation
("Tangle Creek"), all of the assets including, but not limited to, all of the
equipment and inventory of Dustcheck Filters, Inc. ("Dustcheck"). Tangle Creek
had previously purchased those assets from the judicially appointed
Receiver/Manager of Dustcheck. By separate agreement, the Company acquired the
right to technology and intellectual property relating to a re-usable,
non-mechanical electro-static air filter ("Filter"), as specified in Canadian
Patent application #2,002785-1 which is continuing and is currently in the
reference response period. The Filter was invented by Darrell Kosakewich,
previous President and member of the Board of Directors of Dustcheck and
currently a consultant for the Company. The Company has also researched and
developed an all-purpose cleaning mitt ("Mitt") invented by Mr. Kosakewich. The
Company anticipates that it will apply for United States patent protection for
both the Filter and the Mitt.
Dustcheck began operations in 1988 in Canada. Dustcheck's primary business
purpose was the research and development of a re-usable, non-mechanical
electro-static air filter to clean and sanitize circulated air at the supply
point of a building's heating, ventilating or air conditioning system.
Dustcheck's objective was to create a system which would remove dust and dust
particulate such as mold, fungi, bacteria and dust mites from air circulated by
furnaces and ventilating systems. Dustcheck set out to develop a filter which
would improve current filter systems, in that the Filter would eliminate
contaminants that current systems do not remove. The Company believes that
Dustcheck was able, with the assistance of the Province of Alberta Research
Council, to successfully develop a filtration system capable of removing minute
dust particles.
Standard furnace and air filters do not clean air adequately for people who
suffer from asthma, allergies, hay fever and related respiratory problems. The
Company believes that research indicates that the Filter, employing a re-usable
and easily removed blended fiber filter membrane encased in a polypropylene
support frame, efficiently removes dust particles one micron and larger. On or
about March 19, 1999, the Company completed negotiations with HRC Tool & Die
Mfg. Ltd. ("HRC"), the company that constructed the mold used to produce the
Filter. Pursuant to those negotiations, HRC has committed to provide injection
equipment to the Company and produce the Filter for the Company. The Company
anticipates that it will produce the Filter in four (4) distinct lines. One line
will be a cold air return filter ("Cold Filter") which attaches directly to a
furnace. The other three lines of the Filter attach to a building's forced air
exit points.
The Mitt is a sleeve of blended synthetic fibers woven into a unique
pattern that functions as a durable cleaning utensil for various surfaces. The
Company anticipates that it will introduce the Mitt in trade shows
3
<PAGE>
in Canada and the United States in 1999. The Company anticipates developing
spin-off products using the blended synthetic fibers used in both the Mitt and
the Filter.
Prior to the Company's purchase of the assets of Dustcheck, the Alberta
Research Council and Dustcheck conducted tests on the Filter in accordance with
the guidelines of the American Society of Heating, Refrigerating and Air
Conditioning Engineers, Inc. ("A.S.H.R.A.E."). In the event any additional
domestic or foreign regulatory agency requires approval and testing of the
Filter prior to its commercial exploitation, the Company cannot provide any
assurance that testing procedures will be successfully completed or, if
completed, such tests will demonstrate that the Filter is safe and efficacious.
There can also be no assurance that any required government approvals will be
obtained. Accordingly, there can be no assurance that the Company will be able
to market the Filter in the United States or any foreign country, other than
Canada. The same is true for any other products that the Company may develop.
Any failure by the Company or its collaborators or licensees to obtain any
required regulatory approvals or licenses would adversely affect the ability of
the Company to market its products and would have a significant adverse affect
on the Company's revenues.
Employees. The Company currently has no employees; however, the Company has
entered into a letter of agreement with Mr. Kosakewich wherein Mr. Kosakewich
has agreed to provide month to month consulting services to the Company. The
letter of agreement anticipates the entering of a formal consulting agreement
containing the terms and conditions specified in the letter. Management of the
Company anticipates using consultants for business, accounting and engineering
services on an as-needed basis. Because the Company anticipates entering into
licensing and manufacturing agreements with third parties, the Company
anticipates that it will require very few employees during the next fiscal year.
Competition. The Company currently faces significant competition with
respect to the Cold Filter and this competition may increase as new competitors
enter the market. Several of these competitors may have longer operating
histories and greater financial, marketing and other resources than the Company.
With respect to all of the Company's products, there can be no assurance that
the Company will be able to compete successfully with existing or new entrant
companies. In addition, new product introductions or enhancements by the
Company's competitors could cause a decline in sales or loss of market
acceptance of the Company's existing products. Increased competitive pressure
could also lead to intensified price-based competition resulting in lower prices
and profit margins particularly with respect to the Cold Filter. Such increased
competitive pressure, lower prices and profit margins could adversely affect the
Company's business and results of operations.
The strategy of the Company for growth is substantially dependent upon its
ability to market and distribute products successfully. Other companies,
including those with substantially greater financial, marketing and sales
resources, compete with the Company, and have the advantage of marketing
existing products with existing production and distribution facilities. There
can be no assurance that the Company will be able to market and distribute
products on acceptable terms, or at all. Failure of the Company to market its
products successfully could have a material adverse effect on the Company's
business, financial condition or results of operations.
The strategy of the Company for growth may be substantially dependent upon
its ability to introduce successfully new products and expand into new markets.
Accordingly, the ability of the Company to compete may be dependent upon the
ability of the Company to continually enhance and improve its products. There
can be no assurance that competitors will not develop technologies or products
that render the products of the Company obsolete or less marketable. The Company
may be required to adapt to technological changes in
4
<PAGE>
the industry and develop products to satisfy evolving industry or customer
requirements, any of which could require the expenditure of significant funds
and resources, and the Company does not have a source or commitment for any such
funds and resources. The Company might be required to refine and improve its
products. Continued refinement and improvement efforts remain subject to the
risks inherent in new product development, including unanticipated technical or
other problems which could result in material delays in product
commercialization or significantly increase costs.
The Company competes directly with other companies and businesses that have
developed and are in the process of developing technologies and products which
will be competitive with the products developed and offered by the Company.
There can be no assurance that other technologies or products which are
functionally equivalent or similar to the technologies and products of the
Company have not been developed or are not in development. The Company believes
that many of these competitors have greater financial and other resources, and
more experience in research and development, than the Company.
Compliance with Environmental Laws. The Company has not been materially
impacted by existing government regulation, nor is the Company aware of any
probable government regulation that would materially affect its operations.
However, the Company recognizes that its products and business may be
significantly influenced by the constantly changing body of environmental laws
and regulations, which require that certain environmental standards be met and
impose liability for the failure to comply with such standards. While the
Company makes significant efforts to comply with all applicable environmental
laws and regulations, there can be no assurance that the Company's operations or
activities, or historical operations by others at the Company's locations, will
not result in civil or criminal enforcement actions or private actions that
could have a materially adverse effect on the Company. The Company's costs in
complying with environmental laws to date have been negligible.
The Company's management believes that no toxic or hazardous materials will
be byproducts of the manufacturing processes of either the Mitt or the Filter;
accordingly, as the Company is not presently manufacturing any products,
management of the Company believes that the Company will not have material
expenditures related to the cost of compliance with applicable environmental
laws, rules or regulations. The Company believes that it is presently in
compliance with all applicable federal, state and local environmental laws,
rules and regulations. However, at some time in the future, the research,
development, manufacturing and production processes of the Company may involve
the controlled use of hazardous materials. The Company may be subject to various
laws and regulations governing the use, manufacture, storage, handling, and
disposal of such materials and certain waste products. The risk of accidental
contamination or injury from hazardous materials cannot be completely
eliminated. In the event of such an accident, the Company could be held liable
for any damages that result and any such liability could exceed the financial
resources of the Company. In addition, there can be no assurance that in the
future the Company will not be required to incur significant costs to comply
with environmental laws and regulations relating to hazardous materials. The
Company cannot estimate the potential costs of complying with local, state, and
federal environmental laws.
Reports to Security Holders. The Company will become a reporting company
with the Securities and Exchange Commission ("SEC") when this Form 10-SB is
effective and will be obligated to provide an annual report to its security
holders, which will include audited financial statements. The public may read
and copy any materials filed with the SEC at the SEC's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC. The
5
<PAGE>
address of that site is http://www.sec.gov. The Company does not currently
maintain its own Internet address.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Filter. The Company anticipates initially marketing the Filter for use
in individual housing units with forced air furnaces and air conditioning units.
The Company intends to concentrate its initial marketing efforts in the United
States and Canada. The Company believes that the general filter market grows
each year with the increased installation of forced air heating and air
conditioning in new home construction. The Company expects to enlist the help of
professional marketers to design and implement a marketing program commensurate
with projected revenues and available capital. As set forth above, on or about
March 19, 1999, the Company completed negotiations whereby HRC has committed to
provide injection equipment and produce filters on a production contract basis.
The Company has reviewed the market research findings of Criterion Research
Corp. ("Criterion"), a market research company retained by Dustcheck to conduct
market research on the Filter in both Edmonton, Alberta, Canada and Los Angeles,
California. The Company believes that Criterion's findings indicate a positive
response from consumers in both potential markets to the Filter. No formal
professional commissioned research has been conducted with regard to the Mitt.
However, samples of the Mitt utilized in Canada have resulted in positive
responses. The Company anticipates gathering information and advice from
established telemarketing, Internet marketing and trade show marketers in order
to determine market and advertising strategy for the commercial exploitation of
the Mitt. The Company anticipates that it will, either directly or through
agents, participate in trade shows in the United States and Canada with the hope
of introducing the Mitt to retailers, wholesalers, distributors and marketing
agents. The Company is currently negotiating, and hopes to finalize, a
distribution contract with Fine Plastics Mexico S.A. for the distribution of the
Mitt in Mexico and California.
The Mitt. The material for the Mitt is woven in a mill in North Carolina on
a contract basis utilizing weaving machines owned by the Company which are
specifically designed for the material and pattern. The synthetic yarn used in
the weaving is provided by a supplier located near the mill. The woven material
is shipped to Edmonton, Alberta, Canada where it is manufactured into the Mitt
by individuals paid on a per unit basis. The Company believes that this method
of production avoids unnecessary staffing, employee benefit costs, labor
management costs and production facility costs. The Company is currently
investigating the possibility of finishing the Mitt in North Carolina and then
shipping the finished product to Canada.
The Company contemplates establishing and maintaining staff and facilities
for the packaging, quality control and shipping of both the Filter and the Mitt.
Product Liability. The business of the Company will expose it to potential
product liability risks that are inherent in the testing, manufacturing and
marketing of cleaning and filtration products. The Company does not currently
have product liability insurance, and there can be no assurance that the Company
will be able to obtain or maintain such insurance on acceptable terms or, if
obtained, that such insurance will provide adequate coverage against potential
liabilities. The Company faces an inherent business risk of exposure to product
liability and other claims in the event that the development or use of its
technology or products is alleged to have resulted in adverse effects to
consumers. Such risk exists even with respect to those products that are
manufactured in licensed and regulated facilities or that otherwise possess
regulatory approval for commercial sale. There can be no assurance that the
Company will avoid significant product liability exposure. There can be no
assurance that insurance coverage will be available in the future on
commercially
6
<PAGE>
reasonable terms, or at all, that such insurance will be adequate to cover
potential product liability claims or that a loss of insurance coverage or the
assertion of a product liability claim or claims would not materially adversely
affect the Company's business, financial condition and results of operations.
Although the Company has taken, and will continue to take, what it believes are
appropriate precautions, there can be no assurance that it will avoid
significant liability exposure. An inability to obtain product liability
insurance at acceptable cost or to otherwise protect against potential product
liability claims could prevent or inhibit the commercialization of products
developed by the Company. A product liability claim could have a material
adverse effect on the Company's business, financial condition and results of
operations.
Impact of the Year 2000. The Company anticipates that the Year 2000 ("Y2K")
could impact the business of the Company. Many business software applications
use only the last two digits to indicate the applicable year. Unless these
programs are modified, computers running time-sensitive software may be unable
to distinguish between the year 1900 and the year 2000, resulting in system
failures or miscalculations and disruptions of operations, including, among
other things, a temporary inability to process transactions or engage in other
normal business activities. Many Y2K problems might not be readily apparent when
they first occur, but instead could imperceptibly degrade technology systems and
corrupt information stored in computerized databases, in some cases before
January 1, 2000.
In order to improve operating performance and meet Y2K compliance, the
Company anticipates it will undertake a number of significant systems
initiatives. The Company has determined that the incremental cost of ensuring
that its computer systems are Y2K compliant is not expected to have a material
adverse impact on the Company. The Company has completed a preliminary
assessment of each of its operations and their Y2K readiness and feels that the
appropriate actions will be taken. The Company has determined that, with
modifications to existing software and conversions to new systems, the Y2K issue
will not pose significant operational problems for its computer systems. The
Company recognizes, however, that if such modifications are not completed, the
Y2K issue could have a material impact on the operations of the Company. The
Company has determined that, at this time, none of the Company's production
processes or technology systems are computer controlled. The Company anticipates
the initiation of formal communications with a number of its prospective
suppliers to determine the extent to which the Company's interface systems are
vulnerable to those third parties' failure to remedy their own Y2K issues, and
anticipates it will initiate similar communications with prospective customers
in 1999. There is no guarantee that the systems of other companies on which the
Company's systems rely will be timely converted and will not have an adverse
effect on the Company's systems.
Liquidity and Capital Resources. The Company had inventory valued at
$13,018 at December 31, 1998.
The Company anticipates that in 1999, it will enter into significant
contracts for the development and sale of its current product line. The Company
expects that, in the event it enters into such contracts, the Company's ability
to market and sell its products will enhance its ability to pursue other debt
and equity funding.
As a point of clarification, as used in this Registration Statement the
word "Dollars" and the symbol "$" means and refers to the currency of the United
States of America, unless otherwise stated. As used in this Registration
Statement the term "CDN$" means and refers to the currency of Canada, in
Canadian dollars.
Results of Operations. The Company has not yet realized any revenue from
operations.
7
<PAGE>
Manufacturing and Marketing the Company's Products. The Company anticipates
an expanding market for its products. The market study conducted by Criterion
and reviewed by the Company indicates that individuals in large metropolitan
cities are concerned with air quality. The Company plans to initially market the
Filter to those households with allergy or asthma sufferers due to those
households' increased emphasis on air quality. The Company believes by targeting
initial marketing and promotional efforts towards the allergy and asthma market,
the future market will evolve into a more generic market addressing general
health concerns.
The Company plans to market the Mitt to retailers, wholesalers,
distributors and marketing agents on a large scale. The Company hopes that
through product recognition and advertising, satisfaction with the Mitt will
create a word-of-mouth market expansion which will sustain the Company's sales
revenues.
The Company's current business plan, which is subject to the availability
of financing and other factors beyond the Company's control, anticipates: (i)
the conclusion of production contracts with regard to the commercial production
of the Mitt; (ii) the establishment of a warehouse and office for packaging,
shipping and quality control of the Company's products; (iii) association with a
marketing company to finalize the marketing strategy for the Mitt; (iv)
finalizing agreements with trade show contractors to expose the Mitt to
potential distributors and establish contracts for Filter distributors; (v) the
production and distribution of the Mitt; and (vi) the potential acquisition of
an existing plastics manufacturing company.
Item 3. Description of Property
Property held by the Company. As of the date specified in the following
table, the Company held the following property:
================================================================================
Property December 31, 1998
-------- -----------------
Inventory $13,018
- - --------------------------------------------------------------------------------
Property and Equipment $ 3,567
Machines and equipment ($1,783)
Molds ($1,784)
- - --------------------------------------------------------------------------------
Pre-patent rights $ 1,248
================================================================================
Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. The following are
persons, other than directors and officers, who are beneficial owners
of 5% or more of the Company's issued and outstanding common stock:
8
<PAGE>
<TABLE>
<CAPTION>
Title of Class Name and Address Amount of Percent of
-------------- of Beneficial Owner Beneficial Owner Class
------------------- ---------------- -----
<S> <C> <C> <C>
Common Stock Huanita Holdings Co. Ltd. 350,000 7.0%
#51-51 Kennedy Ave
Nicosia, Cyprus
Common Stock KAS Holdings Ltd. 425,000 8.5%
c/o Max J. Wandinger
Professional Corp.
630, 840-6th Ave., S.W
Calgary, Alberta, Canada
T3E 6W3
Common Stock Rahn and Bodmer 425,000 8.5%
630, 840-6th Ave., S.W
Calgary, Alberta, Canada
T3B 4M3
Common Stock Romco Limited 375,000 7.5%
36 Byron Ave
Nicosia, Cyprus
Common Stock Sharrich Holdings Ltd. 375,000 7.5%
10 Bay Port Private
Ottawa, Ontario, Canada
K1V 0Z3
Common Stock Temple Securities Ltd. 300,000 6.0%
Temple Building
Leeward Highway
P.O. Box 62
Providenciales Turks & Caicos Island
British West Indies
Common Stock Toibow Management 300,000 6.0%
Services Ltd.
51 Karpenisi Street
Nicosia, Cyprus
Common Stock Zafrico Trading Co. Ltd. 250,250 5.0%
51 Karpenisi Street
Nicosia, Cyprus
</TABLE>
(b) Security Ownership of Management. The directors and principal
executive officers of the Company beneficially own, in the aggregate,
75,000 shares of the Company's common stock, or approximately 1.5% of
the issued and outstanding shares, as set forth on the following
table:
9
<PAGE>
<TABLE>
<CAPTION>
Amount and
Title of Class Name and Address Nature of Percent of
-------------- of Beneficial Owner Beneficial Owner Class
------------------- ---------------- -----
<S> <C> <C> <C>
Common Stock Rodney M. Hope 25,000 .5%
14016-90A Ave.
Edmonton, Alberta,
Canada T5R 4X5 President,
Chief Executive Officer
and Director
Common Stock Jeffrey L. Standen 25,000 .5%
Site 05 Box 07 RR 12
Calgary, Alberta,
Canada T3E 6W Secretary and Director
Common Stock Stan Schellenberger 25,000 .5%
RR 01 Spruce Grove
Alberta, Canada T7X 2T4 Director
All officers and directors
as a group 75,000 1.5%
</TABLE>
Changes in Control. Management of the Company is not aware of any
arrangements which may result in "changes in control" as that term is defined by
the provisions of Item 403(c) of Regulation S-B.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The directors and principal executive officers of the Company are as
specified on the following table:
================================================================================
Name Age Position
- - --------------------------------------------------------------------------------
Rodney M. Hope 57 President, Chief Executive Officer,
Treasurer and Director
- - --------------------------------------------------------------------------------
Jeffrey L. Standen 45 Secretary and Director
- - --------------------------------------------------------------------------------
Stan K. Schellenberger 51 Director
================================================================================
Rodney M. Hope is the President, Chief Executive Officer, Treasurer and a
director of the Company. Mr. Hope graduated in 1964 from the University of
Saskatchewan with a Bachelor of Arts and Science (Economics). In 1969, he also
received from the University of Saskatchewan a Bachelor of Law degree. He held
an associate lawyer's position from 1970 to 1972 at the law firm of
McLennan-Ross, Hansen Joyce Law Firms and thereafter went into private practice
from 1972 to 1977. He was a partner in the firm of Hope,
10
<PAGE>
Thom and Johnson from 1978 to 1985, specializing in commercial and corporate
law. From 1986 to 1988, Mr. Hope was the Chief Executive Officer and Legal
Counsel to Sawridge Enterprises Ltd. From 1988 to 1990, Mr. Hope was the manager
of the Hong Kong branch of Mountain Properties Ltd., a private corporation,
syndicating investment capital and managing due diligence and business
development of investment capital in China and Russia. From 1990 until 1994, Mr.
Hope held the positions of President and Operations Manager of Superior
Investment Corporation, a private corporation managing investment capital in the
province of Saskatchewan. From 1993 to 1995, Mr. Hope served as President and
Chief Executive Officer of Hytec Enviro Services Ltd., an operating company
contracted to Calgary Overseas Ltd. and Luke Oil Subsidiary, Russia. In 1994, he
became Chief Executive Officer and Chairman of the Board of Directors of Hytec
Hydrocarbons Reclamation Ltd., a private corporation operating a business
utilizing equipment to reclaim carbon-contaminated soils and solutions in the
oil drilling industry. From 1994 to 1998, Mr. Hope was the President and Chief
Operating Officer of S.A. Resource Management Ltd., a private corporation
involved in business development and corporate, project and political due
diligence for acquisition of oil and gas concessions in South and Central
America. From 1990 to the present, Mr. Hope has been the President and Chief
Operating Officer of Ideal Investment Corporation, a private venture capital
corporation managing investment in various small business ventures. From 1986 to
1998, Mr. Hope also consulted to small businesses on restructuring, refinancing
and efficiency evolution.
Jeffrey L. Standen is currently the Secretary and a director of the
Company. He earned a Bachelor of Arts degree in Economics from the University of
Alberta in 1976. Beginning in 1977 to the present, he has belonged to the
Canadian Association of Petroleum Landmen. In 1977, Mr. Standen worked for
PanCanadian Petroleum Limited. In 1978 he began working for Canada Cities
Service Ltd. as an area landman. Beginning in 1978 and continuing into 1981, he
worked for Renaissance Resources Ltd. as a land manager. His responsibilities
included preparation of contracts and industry negotiations. In 1981, Mr.
Standen began working for Spirit Energy Corporation Ltd. as Vice President. At
Spirit, Mr. Standen was not only responsible for all company petroleum land
functions, but he also coordinated, with a brokerage firm, an underwriting and
subsequent listing of the company on the Alberta Stock Exchange. In 1985, he
became the Vice President and a director of Targa Energy Corporation where he
was responsible for all negotiations and preparation of contracts as well as
acting as government liaison. He also handled budgeting, well scheduling,
operations and financing of all land acquisition and exploration activities in
addition to organizing the original public financing and subsequent listing of
the company on the Alberta Stock Exchange. From 1988 to 1993, Mr. Standen was
the President, Chief Executive Officer and a director of Kinghorn Petroleum
Corporation with the responsibility of initiating, financing and implementing
all company exploration and development programs. In 1992, Mr. Standen became
President, Chief Executive Officer and a director of Camrex Resources Ltd. and,
in conjunction with the Board of Directors, was responsible for corporate
management and establishing corporate philosophy and direction. From 1993 to
present, Mr. Standen has held the positions of President, Chief Executive
Officer and a director of Canadian Leader Energy Inc. in charge of corporate
management, coordination of private and public financing, and liaison with
brokers and institutional investors in North America and Europe. Mr. Standen
also currently holds the positions of President, Chief Executive Officer and a
director of Charger Petroleums Ltd. where he is responsible for corporate
management and exploration and development programs. He is also responsible for
coordinating private and public financing as well as acting as liaison with
brokers and institutional investors.
Stan K. Schellenberger is currently a director of the Company. He graduated
from the University of Alberta with a Bachelor of Science degree in Agriculture.
Beginning in 1972 and continuing into 1988, Mr. Schellenberger was the regional
manager for Bell and Sons Premix. From 1988 to 1990, he was the Chairman and
Planning Secretariat of Alberta Agriculture. Beginning in 1990 and continuing
into 1993, Mr. Schellenberger was the Assistant Deputy Minister of the Policy
and Planning Division of Alberta Economic
11
<PAGE>
Development and Tourism, where he organized and produced the government of
Alberta's "Toward 2000 Together" initiative that lead to the writing of Seizing
Opportunity, Alberta's economic strategy. Mr. Schellenberger has been Assistant
Deputy Minister of Industry for the Technology and Research Division of Alberta
Economic Development and Tourism since February 1993, where he established the
Project Management System to help employees focus on goals and objectives,
managed a significant budget, and identified substantial development and
investment opportunities for the province. Currently, he is the President and
owner of (i) Mattstan Consulting Ltd.; (ii) Tradeseas Corporation; and (iii)
Pinnacle Transportation Accessories. Mr. Schellenberger is part owner and an
officer of (i) Latitude Logistics (Alberta) Ltd.; (ii) Canada Overseas Trade
Corp.; and (iii) 780174 Alberta Ltd. He also has privatized Alberta Intermodel
Services for the government. During his career, Mr. Schellenberger has been (i)
a member of the Board of Directors of Centre of Engineering Research, Prince
Rupert Grain Ltd. and Institute of Pharmco-Economics; (ii) Chairman of the Board
of Directors of Alberta Intermodel Services Ltd.; and (iii) an Alberta
government representative on the Program Review Committee-Westaim. In addition,
he has (i) received The Distinguished Professional Achievement Award from the
Faculty of Agriculture and Forestry at the University of Alberta; (ii) been
named Parliamentary Secretary of both the Federal Minister of Indian and
Northern Affairs and Western Diversification and the Federal Minister of Health;
and (iii) been named Honorary Chief of the Four Nations Hobbema.
None of the above listed persons share any familial relationship. Other
than the persons listed above, there are no significant employees expected by
the Company to make a significant contribution to the business of the Company.
All directors of the Company serve until the next annual meeting of
stockholders. The Company's executive officers are appointed by the Company's
Board of Directors and serve at the discretion of the Board of Directors.
There are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining Mr. Hope, Mr. Standen or Mr. Schellenberger from engaging in or
continuing any conduct, practice or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are Mr. Hope, Mr. Standen or Mr. Schellenberger the officers or
directors of any corporation or entity so enjoined.
Item 6. Executive Compensation - Remuneration of Directors and Officers.
================================================================================
Name of individual or Capacities in which Aggregate
Identity of Group Remuneration was received Remuneration
- - --------------------------------------------------------------------------------
All Executive Officers None None
================================================================================
None of the executive officers or directors of the Company, including the
Chief Executive Officer, currently earn either compensation or remuneration from
the Company for services provided in their official capacities.
12
<PAGE>
Item 7. Certain Relationships and Related Transactions
Transactions with Promoters. Soon after formation of the Company, Rodney
Hope provided the Company with: (i) project investigation and coordination
services; (ii) project due diligence services; and (iii) project management
services. Mr. Hope did not receive any shares of common stock of the Company, or
any other remuneration, for those services.
Related Party Transactions. As specified above, on or about December 24,
1998, pursuant to a loan agreement, the Company conditionally acquired from
Tangle Creek all of the assets, including, but not limited to, all of the
equipment and inventory of Dustcheck. Tangle Creek had previously purchased
those assets from the judicially appointed Receiver/Manager of Dustcheck. As
specified above, by separate agreement, the Company acquired the right to the
technology and intellectual property of the Filter. At the time of the
transaction with Tangle Creek, Rodney M. Hope, President, Chief Executive
Officer, Treasurer and a director of the Company was, and still is, the
President and 100% shareholder of Tangle Creek; therefore, the transaction was
not conducted at arms-length. The Company's obligation to Tangle Creek is
evidenced by a short-term note payable in the amount of CDN$18,654, unsecured,
bearing no interest and due and payable on or before June 24, 1999, without
notice and upon demand. Mr. Hope is also the current President and Chief
Operating Officer of Ideal Management, Inc., a Canadian corporation, which
provides business management services to the Company and is paid CDN$3,500 per
month for these services.
The Company formerly occupied office space provided by Tangle Creek for
which Tangle Creek was not provided compensation. Beginning on or about March 1,
1999, the Company relocated to a new facility where it currently pays CDN$1,100
a month rent.
As of March 31, 1999, Tangle Creek has also advanced a total of CDN$48,906
on the Company's behalf as operational loans for operational expenses
(accounting, legal, travel, etc.) for which Tangle Creek is currently invoicing
the Company.
Item 8. Legal Proceedings
There are no legal actions pending against the Company nor are any such
legal actions contemplated.
Item 9. Market for Common Equity and Related Stockholder Matters
There is currently no market for the Company's common stock, although the
Company anticipates applying to participate in the OTC Bulletin Board Electronic
Quotation System maintained by the National Association of Securities Dealers,
Inc.
On January 22, 1999, the Company effected a reverse stock split of one
share of common stock for every two shares held, reducing the Company's issued
and outstanding common stock to 5,000,000 shares. Also, on that date, the
Company reduced its authorized shares from 200,000,000 shares of common stock,
with a stated par value of $.001, to 100,000,000 shares of common stock with no
stated par value. Also, on January 22, 1999, the Company changed the authorized
capitalization of the Company from 100,000,000 shares of common stock with no
stated par value to 200,000,000 shares of common stock with a stated par value
of $.001.
13
<PAGE>
As of April 15, 1999, there were approximately 36 holders of the Company's
common stock. There have been no cash dividends declared on the Company's common
stock in the last two fiscal years. Dividends are declared at the sole
discretion of the Company's Board of Directors.
Item 10. Recent Sales of Unregistered Securities
There have been no sales of unregistered securities within the last three
(3) years which would be required to be disclosed pursuant to Item 701 of
Regulation S-B, except for the following:
On or about January 29, 1998, the Company sold 10,000,000 shares of its
$0.001 par value common stock for $0.001 per share. The shares were issued in
reliance upon the exemption from the registration requirements of the Securities
Act of 1933 ("Act") specified by the provisions of Section 3(b) of the Act and
Rule 504 of Regulation D promulgated by the Securities and Exchange Commission
pursuant to that Section 3(b). The offering price for the shares was arbitrarily
established by the Company and had no relationship to assets, book value,
revenues or other established criteria of value. The Company realized proceeds
of $10,000. The proceeds of the offering were used to pay for organizational
fees and provide working capital.
Item 11. Description of Securities
The Company is authorized to issue 200,000,000 shares of common stock, with
a stated par value of $.001, each share of common stock having equal rights and
preferences, including voting privileges. As of February 2, 1999, 5,000,000
shares of the Company's common stock were issued and outstanding.
The shares of $.001 par value common stock of the Company constitute equity
interests in the Company entitling each shareholder to a pro rata share of cash
distributions made to shareholders, including dividend payments. The holders of
the Company's common stock are entitled to one vote for each share of record on
all matters to be voted on by shareholders. There is no cumulative voting with
respect to the election of directors of the Company or any other matter, with
the result that the holders of more than 50% of the shares voted for the
election of those directors can elect all of the Directors. The holders of the
Company's common stock are entitled to receive dividends when, as and if
declared by the Company's Board of Directors from funds legally available
therefor; provided, however, that cash dividends are at the sole discretion of
the Company's Board of Directors. In the event of liquidation, dissolution or
winding up of the Company, the holders of common stock are entitled to share
ratably in all assets remaining available for distribution to them after payment
of liabilities of the Company and after provision has been made for each class
of stock, if any, having preference in relation to the Company's common stock.
Holders of the shares of the Company's common stock have no conversion,
preemptive or other subscription rights, and there are no redemption provisions
applicable to the Company's common stock. All of the outstanding shares of the
Company's common stock are duly authorized, validly issued, fully paid and
non-assessable.
Item 12. Indemnification of Directors and Officers
Currently, there are no provisions in either the Company's Articles of
Incorporation or the Company's Bylaws which provide for the indemnification of
officers and directors from personal liability to the Company or any of its
stockholders for monetary damage for any breach or alleged breach of fiduciary
or professional duty by such person acting in such capacity. The Company
anticipates that it will execute amendments to the Company's Articles of
Incorporation in order to provide for such indemnification. Notwithstanding the
14
<PAGE>
foregoing, a person specifically covered by the anticipated amendments to the
Company's Articles of Incorporation shall still be liable to the extent provided
by applicable law for acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or for the payment of dividends in
violation of Nevada Revised Statutes Section 78.300.
Notwithstanding the amendment to the Company's Articles of Incorporation
allowing for the indemnification of officers and directors, the Company
anticipates that it will enter into indemnification agreements with each of its
directors and executive officers pursuant to which the Company agrees to
indemnify each such director and executive officer for all expenses and
liabilities, including criminal monetary judgments, penalties and fines,
incurred by such director and officer in connection with any criminal or civil
action brought or threatened against such director or officer by reason of such
person being or having been an officer or director of the Company. In order to
be entitled to indemnification by the Company, such person must have acted in
good faith and in a manner such officer or director believed to be in the best
interests of the Company and, with respect to criminal actions, the officer or
director must have had no reasonable cause to believe his or her conduct was
unlawful.
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION
FOR LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO
PUBLIC POLICY AND, THEREFORE, UNENFORCEABLE.
Item 13. Financial Statements
Copies of the Company's Financial Statements specified in Regulation
228.310 (Item 310) are filed with this Registration Statement, Form 10-SB (see
Item 15 below).
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no changes in or disagreements with the Company's
accountants since the formation of the Company required to be disclosed pursuant
to Item 304 of Regulation S-B.
Item 15. Financial Statements and Exhibits
(a) Index to Financial Statements. Page
----
Independent Auditor's Report F-1
Balance Sheets as of December 31, 1998 F-2
Statement of Operations as of December 31, 1998 F-3
Statement of Shareholders' Equity
for the period ending December 31, 1998 F-4
Statement of Cash Flows for the period ending
December 31, 1998 F-5
Notes to Financial Statements F-6 through F-9
15
<PAGE>
(b) Index to Exhibits.
Copies of the following documents are filed with this Registration
Statement, Form 10-SB as exhibits:
Index to Exhibits Page
- - ----------------- ----
1 Corporate Charter of Strathcona Capital E-1
Corporation (Charter document)
2 Articles of Incorporation of E-2 through E-4
Strathcona Capital Corporation
3 Certificate of Amendment to the E-5 through E-6
Articles of Incorporation of
Strathcona Capital Corporation
Authorizing the name change
4 Bylaws of Strathcona Capital E-7 through E-18
Corporation (Instrument defining
the rights of Security holders)
5 Bill of Sale for the Purchase by E-19 through E-32
Strathcona Capital Corporation from
Tangle Creek Cattle Co. of Dustcheck Assets
and Promissory Note Executed by
Strathcona Capital Corporation in Favor
of Tangle Creek Cattle Co.
6 Letter of Agreement Between Ideal E-33
Management Inc. and Micron Enviro
Systems for Management Services
7 Letter of Agreement Between Micron E-34 through E-35
Enviro Systems and Darrell Kosakewich
for Consulting Services
16
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, the Company has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Edmonton, Alberta, Canada, on May ___, 1999.
Micron Enviro Systems, Inc.,
a Nevada corporation
By: _________________________
Rodney Hope
Its: President
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(Formerly Strathcona Capital Corp.)
(A Development Stage Company)
Financial Statements
December 31, 1998
WILLIAMS & WEBSTER PS
Certified Public Accounts
Seafirst Financial Center
W 601 Riverside, Suite 1970
Spokane, WA 99207
(509) 838-5111
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(Formerly Strathcona Capital Corp.)
(A Development Stage Company)
TABLE OF CONTENTS
ACCOUNTANTS' REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations and Accumulated Deficit 3
Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
[LETTERHEAD OF WILLIAMS & WEBSTER, PS]
Board of Directors
Micron Enviro Systems, Inc.
14016 - 90A Avenue
Edmonton, Alberta
Canada T5R 4X5
Independent Auditor's Report
We have audited the accompanying balance sheet of Micron Enviro Systems, Inc. (a
development stage company) as of December 31, 1998 and the related statements of
operations and accumulated deficit, cash flows, and stockholders' equity for the
period from January 16, 1998 (inception) to December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
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.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Micron Enviro Systems, Inc. as
of December 31, 1998, and the results of its operations and its cash flows for
the period from January 16, 1998 (inception) to December 31, 1998, in conformity
with generally accepted accounting principles.
As discussed in Note 2, the Company has been in the development stage since its
inception on January 16, 1998. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and the success of future operations. Management's plans regarding those matters
also are described in Note 2. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/ WILLIAMS & WEBSTER, P.S.
Williams & Webster, P.S.
Spokane, Washington
February 26, 1999
F-1
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
BALANCE SHEET
December 31, 1998
ASSETS
CURRENT ASSETS
Inventory $13,018
-------
PROPERTY AND EQUIPMENT
Machines and equipment 1,783
Molds 1,783
-------
TOTAL PROPERTY AND EQUIPMENT 3,567
-------
OTHER ASSETS
Pre-Patent Rights 1,248
Organizational Costs, net of $375 amortization 2,125
-------
TOTAL OTHER ASSETS 3,373
-------
TOTAL ASSETS $19,958
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - short term $18,654
-------
TOTAL CURRENT LIABILITIES 18,654
-------
STOCKHOLDERS' EQUITY
Common stock, 200,000,000 shares authorized,
$.001 par value; 10,000,000 shares issued and
outstanding 10,000
Accumulated deficit during developmental stage (8,696)
-------
TOTAL STOCKHOLDERS' EQUITY 1,304
-------
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $19,958
=======
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Period Ended December 31, 1998
REVENUES $ --
COST OF GOODS SOLD --
------------
GROSS MARGIN ON SALES --
------------
EXPENSES
Accounting & Legal 1,621
Office Expense 400
Professional services 5,200
Travel Expense 1,100
Amortization 375
------------
TOTAL EXPENSES 8,696
------------
NET LOSS FROM OPERATIONS (8,696)
ACCUMULATED DEFICIT, BEGINNING BALANCE --
------------
ACCUMULATED DEFICIT, ENDING BALANCE $ (8,696)
============
NET LOSS PER COMMON SHARE $ nil
============
WEIGHTED AVERAGE NUMBER
OF COMMON STOCK SHARES OUTSTANDING 10,000,000
============
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period Ended December 31, 1998
<TABLE>
<CAPTION>
Common Stock
-----------------------
Total
Number Accumulated Stockholders'
of Shares Amount Deficit Equity
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Issuance of common stock in January, 1998:
For cash at $.001 per share 10,000,000 $ 10,000 $ -- $ 10,000
Loss for period ending, December 31, 1998 (8,696) $ (8,696)
---------- ---------- ---------- ----------
Balance, 10,000,000 $ 10,000 $ (8,696) $ 1,304
December 31, 1998
========== ========== ========== ==========
</TABLE>
F-4
<PAGE>
MICRON ENVIRO SYSTEMS, INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Period Ended December 31, 1998
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities:
Net Loss $ (8,696)
Adjustments to reconcile net loss
to net cash used by operating activities:
Amortization 375
Expenses paid by Note Payable 821
--------
Net cash used in operating activities (7,500)
--------
Cash flows from investing activities
Organizational Costs (2500)
--------
Cash flows from financing activities:
Proceeds from Sale of Common Stock 10,000
--------
Change in Cash 0
========
Cash, beginning of period --
Cash, end of period --
Interest paid $ --
========
Income taxes paid --
========
NON-CASH TRANSACTIONS
In December 1998, the Company acquired the technology and product lines
being developed from another party as part of the following non-cash
transaction:
Note issued for purchase of property and equipment $(18,654)
Inventory 13,018
Property, Plant & Equipment 3,567
Intangible Assets 1,248
Accounting & Legal Charge to Operations 821
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
MICRON ENVIRO SYSTEMS,INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Micron Enviro Systems, Inc., formerly Strathcona Capital Corp (hereinafter "the
Company"), was incorporated in January 1998 under the laws of the State of
Nevada primarily for the purpose of owning and operating the manufacture of a
low cost housing project and to acquire a technology related to the recycling of
waste oil. While maintaining continued due diligence and a contractual interest
in the waste oil recycling venture, the Company has redirected its assets to
acquiring an existing high tech manufacturing business. In December 1998, the
Company acquired the inventory and equipment of a company in receivership
(Dustcheck Filters, Inc.). The Company is currently developing marketing and
manufacturing plans for the products acquired. In 1999, the Company will begin
to sell an advanced cleaning mitt and a reusable non-mechanical electrostatic
air filter. The name change to Micron Enviro Systems, Inc. was effective on
January 22, 1999. The Company maintains an office in Edmonton, Alberta, Canada.
The Company is in the development stage, and as of December 31, 1998 had not
realized any significant revenues from its planned operations.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Micron Enviro Systems, Inc.
is presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Development Stage Activities
The Company has been in the development stage since its formation in January,
1998. It is primarily engaged in developing and marketing a re-usable,
non-mechanical electro-static air filter and a cleaning mitt for household
purposes.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $8,696 for 1998. At December 31, 1998, current liabilities exceed
current assets by $5,636. The Company, being a developmental stage enterprise,
is currently putting technology in place which will, if successful, mitigate
these factors which raise substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and
F-6
<PAGE>
MICRON ENVIRO SYSTEMS,INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
The Company's management is currently exploring a number of opportunities for
development of its current product lines. Management anticipates significant
contracts being acquired in early 1999 and is currently in negotiation on such
contracts. The ability to actually sell products in 1999 will enhance management
plans to pursue other debt and equity funding. Management is currently expecting
to register this Company with the Securities and Exchange Commission in 1999.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Loss Per share
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Provision for Taxes
At December 31, 1998, the Company had net operating loss of approximately
$8,696. No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
F-7
<PAGE>
MICRON ENVIRO SYSTEMS,INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Translation of Foreign Currency
The Company has adopted Financial Accounting Standard No. 52. The Canadian
foreign exchange rate has remained approximately the same since inception
therefore, there are no material exchange rate transaction gains or losses. In
the future, the Company will record such transactions in the Statement of
Stockholders' Equity.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation and amortization are
provided using the straight line method over the estimated useful lives of the
assets. The useful lives of property, plant and equipment for purposes of
computing depreciation and amortization are five and three years. The following
is a summary of property, equipment and accumulated depreciation and
amortization:
Cost
----
Knitting machines $1,793
Molds 1,793
-----
$3,567
======
The assets were acquired at the end of the year. The property and equipment will
be place in service and depreciation will begin in 1999.
NOTE 4 - INTANGIBLE ASSETS
During the period ended December 31, 1998, Micron Enviro Systems, Inc. incurred
organization costs of $2,500. These organization costs are being amortized over
the useful life of sixty months beginning April 1, 1998. During the period
ending December 31, 1998, $375 was recorded as amortization of organization
costs.
F-8
<PAGE>
MICRON ENVIRO SYSTEMS,INC.
(FORMERLY STRATHCONA CAPITAL CORP.)
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998
NOTE 5 - DETAILS OF SHORT-TERM DEBT
Short-term note payable consists of the following at December 31, 1998:
Tangle Creek Cattle Co. $18,654
The note payable is unsecured, bears no interest and is due on June 24, 1999.
The Company acquired the rights and materials for its products through this
advance from Tangle Creek Cattle Co.
NOTE 6 - COMMON STOCK
Upon incorporation, 10,000,000 shares of common stock were sold at $.001 per
share, under Regulation D, Rule 504. On January 22, 1999, the Company completed
a reverse stock split of one share of common stock for every two shares held,
reducing the Company's outstanding Common Stock to 5,000,000 shares.
NOTE 7 - RELATED PARTIES
The President of the Company is also the president and stockholder of Tangle
Creek Cattle Co. and Ideal Management, Inc., both of which have, subsequent to
1998, advanced funds to the Company. Tangle Creek Cattle Co. advanced funds to
acquire the inventory and equipment for the Company in the form of a note
payable (See Note 5). The Company occupies office space provided by Tangle Creek
Cattle Co.
NOTE 8 - COMMITMENTS AND CONTINGENCIES
Tangle Creek Cattle Co. from whom the Company purchased property and with whom
it has entered into a loan agreement, owes an amount due its attorneys which is
included in the Note payable on the Company's books of $821.
The Company is currently in negotiations with a prior supplier which had
provided research and development of the Company's filter system. These
negotiations may result in a continuing contract for a year of services at $2500
per month and a common stock bonus of 50,000 shares.
F-9
SECRETARY OF STATE
[SEAL]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that STRATHCONA CAPITAL CORP did on JANUARY 23, 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 JANUARY 23, 1998.
[SEAL] /s/ Dean Heller
Secretary of State
/s/ Shaynee Davis
Certification Clerk
E-1
[STAMP]
ARTICLES OF INCORPORATION
OF
STRATHCONA CAPITAL CORP
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, have this day voluntarily associated ourselves
together for the purposes of forming a corporation under the laws of the State
of Nevada and we do hereby certify:
I.
The name of this corporation is STRATHCONA CAPITAL CORP.
II.
The resident agent of said corporation shall be Pacific Corporate Services,
Inc., 7631 Bermuda Road, Las Vegas, Nevada 89123 and such other offices as may
be determined by the By-Laws in and outside of the State of Nevada.
III.
The objects to be transacted, business and pursuit and nature of the
business, promoted or carried on by this corporation are and shall continue to
be engaged in any lawful activity except banking or insurance.
IV.
The members of the governing board shall be styled Directors and the first
Board of Directors shall consist of one (1). The number of stockholders of said
corporation shall consist of one (1). The number of directors and stockholders
of this corporation may, from time to time, be increased or decreased by an
amendment to the By-Laws of this Corporation in that regard, and without the
necessity of amending these Articles of Incorporation. The names and addresses
of the first Board of Directors and of the incorporators signing these Articles
are as follows:
Kathy Whyte 16688 - 102nd Ave
Surrey BC CANADA V4N 4X2
E-2
<PAGE>
V.
The Corporation is to have perpetual existence.
VI.
The total authorized capitalization of this Corporation shall be and is the
sum of 200,000,000 shares of Common Stock at $.00l par value, said stock to
carry full voting power and the said shares shall be issued fully paid at such
time as the Board of Directors may designate, in exchange for cash, property, or
services, the stock of other corporations or other values, rights or things, and
the judgment of the Board of Directors as to the value thereof shall be
conclusive.
VII.
The capital stock shall be and remain non-assessable. The private property
of the stockholders shall not be liable for the debts or liabilities of the
Corporation.
IN WITNESS WHEREOF, I have set my hand this 16 day of January, 1998
/s/ K. Whyte
Kathy Whyte
On this 16 day of January, 1998, before me a notary public in and for said
Province, personally appeared Kathy Whyte, known to me to be the person whose
name is subscribed to the foregoing instrument, and he duly acknowledged to me
that he executed the same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have set my hand and offered by official in said
County and State the day and year in this Certificate first above written.
/s/ Julian Porritt
------------------------------------------
Notary Public
JULIAN PORRITT
Barrister & Solicitor
#300 235 - 15th Street
West Vancouver, B.C. V7T 2X1
(604) 878-1522
E-3
<PAGE>
STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and complete copy of the document as
filed in this office.
Jan 23 '98
/s/ Dean Heller
DEAN HELLER
Secretary of State
By Shaynee Davis
E-4
STATE OF NEVADA
OFFICE OF THE SECRETARY OF STATE
101 N. CARSON ST, STE 3
CARSON CITY, NEVADA
Certificate of Amendment to Articles of Incorporation
For Profit Nevada Corporations
(Pursuant to NRS 78388 and 78890- After Issuance of Stock)
-Health to Duplicate
1. Name of corporation: ___STRATHCONA CAPITAL CORP._____________________________
________________________________________________________________________________
2. The Articles have been amended as follows (provide article number, if
available)___Article I - The name of this Corporation is Micron Enviro Systems,
Inc.____________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
3. The Vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 7,000,000.
4. Signatures
/s/ [ILLEGIBLE] //s/ [ILLEGIBLE]
- - ------------------------------ --------------------------------
President of Secretary of
(acknowledgement required) (acknowledgement not required)
Province of Alberta
Canada
This instrument was acknowledged before me on
January 10, 1999, by
Rodney Hope (Name of Person)
as President
as designated to sign this certificate
of Strathcona Capital Corp.
(name on behalf of whom instrument was executed)
/s/ [ILLEGIBLE]
Notary Public Signature
[ILLEGIBLE]
Barrister and Solicitor
If any proposed amendment would after or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote, in addition to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above [ILLEGIBLE] and remit the
proper fees may cause this filing to be rejected.
E-5
<PAGE>
STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and complete copy of the document as filed
in this office.
Feb 01 '99
/s/ Dean Heller
DEAN HELLER
Secretary of State
By D. Farmer
E-6
BY-LAWS
OF
STRATHCONA CAPITAL CORP.
---------------------------------------
A Nevada Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada shall be located
in the City and State designated in the Articles of Incorporation. The
Corporation may also maintain offices at such other places within or without the
State of Nevada as the Board of Directors may, from time to time, determine.
ARTICLE II- MEETING OF SHAREHOLDERS
Section 1 - Annual Meetings: (Chapter 78.310)
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.310)
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors and shall be held
within or without the State of Nevada.
Section 3 - Place of Meetings: (Chapter 78.310)
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Directors may from time to time fix. If no designation is made, the meeting
shall be held at the Corporations registered office in the state of Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
(a) Written or printed notice of each meeting of shareholders, whether annual or
special, signed by the president, vice president or secretary, stating the time
when and place where it is to be held, as well as the purpose or purposes for
which the meeting is called, shall be served either personally or by mail, by or
at the direction of the president, the secretary, or the officer or
- - --------------------------------------------------------------------------------
* Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those sections contained in Title 78 of the Nevada Private Corporations
Law.
NV Bylaws-1
E-7
<PAGE>
the person calling the meeting, not less than ten or more than sixty days before
the date of the meeting, unless the lapse of the prescribed time shall have been
waived before or after the taking of such action, upon each shareholder of
record entitled to vote at such meeting, and to any other shareholder to whom
the giving of notice may be required by law. If mailed, such notice shall be
deemed to be given when deposited in the United States mail, addressed to the
shareholder as it appears on the share transfer records of the Corporation or to
the current address, which a shareholder has delivered to the Corporation in a
written notice.
(b) Further notice to a shareholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two payments
sent by first-class mail of dividends or interest on securities during a
12-month period have been mailed addressed to him or her at his or her address
as shown on the records of the Corporation and have been returned undeliverable.
Section 5 - Quorum: (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall be
present at all meetings of shareholders of the Corporation, if the holders of a
majority of the shares entitled to vote on that matter are represented at the
meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a quorum,
after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of Incorporation, or these
Bylaws, any corporate action, the affirmative vote of the majority of shares
entitled to vote on that matter and represented either in person or by proxy at
a meeting of shareholders at which a quorum is present, shall be the act of the
shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of Incorporation,
or these bylaws, at each meeting of shareholders, each shareholder of the
Corporation entitled to vote thereat, shall be entitled to one vote for each
share registered in his name on the books of the Corporation.
(c) Where appropriate communication facilities are reasonably available, any or
all shareholders shall have the right to participate in any shareholders'
meeting, by means of conference telephone
NV Bylaws-2
E-8
<PAGE>
or any means of communications by which all persons participating in the meeting
are able to hear each other.
Section 7 - Proxies: (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to be
affixed to the writing by any reasonable means, including, but not limited to, a
facsimile signature, or by his attorney-in-fact there unto duly authorized in
writing. Every proxy shall be revocable at will unless the proxy conspicuously
states that it is irrevocable and the proxy is coupled with an interest. A
telegram, telex, cablegram, or similar transmission by the shareholder, or a
photographic, photostatic, facsimile, shall be treated as a valid proxy, and
treated as a substitution of the original proxy, so long as such transmission is
a complete reproduction executed by the shareholder. If it is determined that
the telegram, cablegram or other electronic transmission is valid, the persons
appointed by the Corporation to count the votes of shareholders and determine
the validity of proxies and ballots or other persons making those determinations
must specify the information upon which they relied. No proxy shall be valid
after the expiration of six months from the date of its execution, unless
otherwise provided in the proxy. Such instrument shall be exhibited to the
Secretary at the meeting and shall be filed with the records of the Corporation.
If any shareholder designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is present, then that one
has and may exercise all of the powers conferred by the shareholder upon all of
the persons so designated unless the shareholder provides otherwise.
Section 8 - Action Without a Meeting: (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a vote
if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written consents must be filed
with the minutes of the proceedings of the shareholders of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications: (Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of (), unless and until otherwise determined by vote of a majority
of the entire Board of Directors. The Board of Directors or shareholders all
have the power, in the interim between annual and special meetings of the
shareholders, to increase or decrease the number of Directors of the
Corporation. A Director need not be a shareholder of the Corporation unless the
Certificate of Incorporation of the Corporation or these Bylaws so require.
NV Bylaws-3
E-9
<PAGE>
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall be
elected at the first annual shareholders' meeting and at each annual meeting
thereafter, unless their terms are staggered in the Articles of Incorporation of
the Corporation or these Bylaws, by a plurality of the votes cast at a meeting
of shareholders, by the holders of shares entitled to vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors. Thereinafter,
Directors will be elected at the annual meeting of shareholders and shall hold
office until the annual meeting of the shareholders next succeeding his
election, unless their terms are staggered in the Articles of Incorporation of
the Corporation (so long as at least one--fourth in number of the Directors of
the Corporation are elected at each annual shareholders' meeting) or these
Bylaws, or until his prior death, resignation or removal. Any Director may
resign at any time upon written notice of such resignation to the Corporation.
(d) All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or classes of Directors are greater than or less than that
of any other individual Directors or classes of Directors, and the different
voting powers may be stated in the Articles of Incorporation or may be dependent
upon any fact or event that may be ascertained outside the Articles of
Incorporation if the manner in which the fact or event may operate on those
voting powers is stated in the Articles of Incorporation. If the Articles of
Incorporation provide that any Directors have voting power greater than or less
than other Directors of the Corporation, every reference in these Bylaws to a
majority or other proportion of Directors shall be deemed to refer to majority
or other proportion of the voting power of all the Directors or classes of
Directors, as may be required by the Articles of Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under Nevada
state law, are in the Articles of Incorporation or by these Bylaws, expressly
conferred upon or reserved to the shareholders or any other person or persons
named therein.
Section 3 - Regular Meetings; Notice: (Section 78.310)
(a) A regular meeting of the Board of Directors shall be held either within or
without the State of Nevada at such time and at such place as the Board shall
fix.
(b) No notice shall be required of any regular meeting of the Board of Directors
and, if given, need not specify the purpose of the meeting; provided, however,
that in case the Board of Directors shall fix or change the time or place of any
regular meeting when such time and place was fixed before such change, notice of
such action shall be given to each director who shall not have been present at
the meeting at which such action was taken within the time limited, and in the
NV Bylaws-4
E-10
<PAGE>
manner set forth in these Bylaws with respect to special meetings, unless such
notice shall be waived in the manner set forth in these Bylaws.
Section 4 - Special Meetings; Notice: (Section 78.310)
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence or
usual place of business, or delivered orally, with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such place
by telegram, radio or cable, or shall be delivered to him personally or given to
him orally, not later than the day before the day on which the meeting is to be
held. If mailed, the notice of any special meeting shall be deemed to be
delivered on the second day after it is deposited in the United States mails, so
addressed, with postage prepaid. If notice is given by telegram, it shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
A notice, or waiver of notice, except as required by these Bylaws, need not
specify the business to be transacted at or the purpose or purposes of the
meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver of
notice, whether before or after the meeting. Notice of any adjourned meeting
shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he or
she shall be absent, then the President shall preside, and in his absence, any
other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular or
special meeting, although less than a quorum, may adjourn the same from time to
time without notice, whether or not a quorum exists. Notice of such adjourned
meeting shall be given to Directors not present at time of the adjournment and,
unless the time and place of the adjourned meeting are announced at the time of
the adjournment, to the other Directors who were present at the adjourned
meeting.
Section 7- Manner of Acting: (Section 78.315)
(a) At all meetings of the Board of Directors, each director present shall have
one vote, irrespective of the number of shares of stock, if any, which he may
hold.
NV Bylaws-5
E-11
<PAGE>
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which a quorum
is present shall be the act of the Board of Directors or any committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action, by
all of the Directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors, or any committee thereof
and have the same force and effect as if the same had been passed by unanimous
vote at a duly called meeting of the Board or committee for all purposes.
(c) Where appropriate communications facilities are reasonably available, any or
all directors shall have the right to participate in any Board of Directors
meeting, or a committee of the Board of Directors meeting, by means of
conference telephone or any means of communications by which all persons
participating in the meeting are able to hear each other.
Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other cause,
shall be filled by an affirmative vote of a majority of the remaining directors,
though less than a quorum of the Board or by a sole remaining Director, at any
regular meeting or special meeting of the Board of Directors called for that
purpose except whenever the shareholders of any class or classes or series
thereof are entitled to elect one or more Directors by the Certificate of
Incorporation of the Corporation, vacancies and newly created directorships of
such class or classes or series may be filled by a majority of the Directors
elected by such class or classes or series thereof then in office, or by a sole
remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or these
Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then in
office, including those who have so resigned, shall have the power to fill such
vacancy or vacancies, the vote otherwise to take effect when such resignation or
resignations shall become effective.
Section 9 - Resignation: (Section 78.335)
A Director may resign at any time by giving written notice of such resignation
to the Corporation.
Section 10 - Removal: (Section 78.335)
Unless otherwise provided for by the Articles of Incorporation, one or more or
all the Directors of the Corporation may be removed with or without cause at any
time by a vote of two-thirds of the shareholders entitled to vote thereon, at a
special meeting of the shareholders called for that purpose, unless the Articles
of Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a
NV Bylaws-6
E-12
<PAGE>
sufficient number of shares cast against his or her removal, which if
cumulatively voted at an election of Directors would be sufficient to elect him
or her. If a Director was elected by a voting group of shareholders, only the
shareholders of that voting group may participate in the vote to remove that
Director.
Section 11 - Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but not
limited to attendance at any annual or special meeting of the Board.
Section 12 - Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from among
its members one or more committees, and alternate members thereof as they deem
desirable, each consisting of one or more members, with such powers and
authority (to the extent permitted by law and these Bylaws) as may be provided
in such resolution. Unless the Articles of Incorporation or Bylaws state
otherwise, the Board of Directors may appoint natural persons who are not
Directors to serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board and, unless otherwise stated by law,
the Certificate of Incorporation of the Corporation or these Bylaws, shall be
governed by the rules and regulations stated herein regarding the Board of
Directors.
ARTICLE IV - OFFICERS
Section 1 - Number, Qualifications, Election and Term of Office: (Section
78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of
a president, secretary and treasurer, and also may have one or more vice
presidents, assistant secretaries and assistant treasurers and such other
officers as the Board of Directors may from time to time deem advisable. Any
officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of Directors
at the regular annual meeting of the Board following the annual meeting of
shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have been
duly elected and qualified, subject to earlier termination by his or her death,
resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal:
NV Bylaws-7
E-13
<PAGE>
Any officer elected by the Board of Directors may be removed, either with or
without cause, and a successor elected by the Board at any time, and any officer
or assistant officer, if appointed by another officer, may likewise be removed
by such officer.
Section 4 - Vacancies:
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of Directors
may be filled by the Board of Directors.
Section 5 - Bonds:
The Corporation may require any or all of its officers or Agents to post a bond,
or otherwise, to the Corporation for the faithful performance of their positions
or duties
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time to
time by the Board of Directors.
ARTICLE V - SHARES OF STOCK
Section 1 - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates or shall
be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually or
by facsimile), by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its transfer
agent and registrar may be identical if the institution acting in those dual
capacities countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile signature has
been placed upon such certificate, shall have ceased to be such officer before
such certificate is issued, it may be issued by the Corporation with the same
effect as if he were such officer at the date of its issue.
(c) If the Corporation issues uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall
send the shareholder a written statement certifying the number of shares owned
by such shareholder in the Corporation.
NV Bylaws-8
E-14
<PAGE>
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the holders
of certificates representing shares of the same class and series shall be
identical
Section 2 - Lost or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to be issued
in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser,
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such loss,
theft or destruction, as may be imposed by the Corporation.
Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers or registration of transfers of shares of the Corporation shall be
made on the stock transfer books of the Corporation by the registered holder
thereof, or by his attorney duly authorized by a written power of attorney; and
in the case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such shares
properly endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may reasonably
require, and the payment of all stock transfer taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any share
or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest
in, such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof except as otherwise expressly
provided by law.
Section 4 - Record Date: (Section 78.215 & 78.350)
(a) The Board of Directors may fix, in advance, which shall not be more than
sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders entitled
to receive notice of or to vote at, any meeting of shareholders, or to consent
to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed, the
record date for shareholders entitled to notice of meeting shall be at the close
of business on the day preceding the day on which notice is given, or, if no
notice is given, the day on which the meeting is held, or if notice is waived,
at the close of business on the day before the day on which the meeting is held.
(b) The Board of Directors may fix a record date, which shall not precede the
date upon which the resolution fixing the record date is adopted for
shareholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of shareholders entitled to exercise any
NV Bylaws-9
E-15
<PAGE>
rights in respect of any change, conversion or exchange of stock, or for the
purpose of any other lawful action.
(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip: (Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment of
money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the event
of liquidation, in proportion to the fractional holdings; or it may authorize
the payment in case of the fair value of fractions of a share as of the time
when those entitled to receive such fractions are determined; or it may
authorize the issuance, subject to such conditions as may be permitted by law,
of scrip in registered or bearer form over the manual or facsimile signature of
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of shareholder, except as therein provided. The
scrip may contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share certificates, the
shares that would otherwise have been issuable as provided on the scrip are
deemed to be treasury shares unless the scrip contains other provisions for
their disposition.
ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available therefor, as
often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the
Corporation's shareholders or to the shareholders of one or more classes or
series.
(b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to be issued
approve the issue; or
(iii) there are no outstanding shares of the class or series of shares that
are authorized to be issued.
ARTICLE VII- FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL (Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate
NV Bylaws-10
E-16
<PAGE>
documents is not necessary and the lack thereof shall not in any way affect the
legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section 1 - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made, by a majority vote of the shareholders at the time entitled
to vote in the election of Directors even though these Bylaws may also be
altered, amended or repealed by the Board of Directors.
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt, alter, amend and repeal,
from time to time, Bylaws of the Corporation.
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or persons
entitled to such notice, whether before or after the meeting by any person,
shall constitute a waiver of notice of such meeting.
ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the Board,
or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if:
(a) the material facts as to his, her or their relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee and are noted in the minutes of such meeting, and the
Board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested Directors, even though the
disinterested Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship or
relationships or interest or interests and as to the contract or transaction are
disclosed or are known to the shareholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the shareholders; or
(d) the fact of the common directorship, office or financial interest is
not disclosed or known to the Director or Officer at the time the transaction is
brought before the Board of Directors of the Corporation for such action.
NV Bylaws-1l
E-17
<PAGE>
Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the contract
or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS DIRECTORS AND REGISTERED AGENT: (Section
78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business; and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
NV Bylaws-12
E-18
This bill of sale dated this 24th day of December 1998
TANGLE CREEK CATTLE CO.
(hereafter called the "Grantor")
OF THE FIRST PART
STRATHCONA CAPITAL CORPORATION
(hereafter called the "Grantee")
OF THE SECOND PART
Whereas by Bill of Sale dated the 18th day of December 1998 (attached as
Schedule "A") the Grantor purchased the goods. chattels and property set out in
the schedule to schedule "A" from the Receiver/Manager for Dustcheck Filters
Inc. for the consideration set out therein; and
Whereas the Grantor incurred certain legal costs in the aforesaid transaction to
insure good and sufficient title and to clarify and define the interests of the
Receiver/Manager (attached hereto as Schedule B): and
Whereas the Grantor has undertaken to pay an outstanding account payable to
Robert Jacobs Machine Co. in the amount of $3,575.00 U.S. to perfect title to
the 2 Lonatl Knitting Machines referred to in Schedule "A", and
Whereas the Grantor is in possession of all of the assets set out as `assets' in
Schedule "A";
Now therefore witnessed that in consideration of the sum of $18,653.55 U.S.
paid by the Grantee to the Grantor by promissory note (a copy of which is
attached as Schedule "C") receipt of which is hereby acknowledged, the
E-19
<PAGE>
Grantor has sold, assigned and transferred to the Grantee all its interests in
the Assets located at #201, 17920 - 105 Avenue, Edmonton, AB. Canada and at the
business address of Robert Jacobs Machine Co., North Carolina, U.S.A.
The Grantor acknowledges to the Grantee that the Grantor has the right to assign
its interest in the assets to the Grantee.
The Grantee acknowledges that is has inspected the assets and conducted searches
and investigations with respect to the title of the Grantor therein and agrees
to purchase the assets as they stand, on a "as is - where is" basis.
In witness whereof the said parties to these presents have here unto set their
hands and seals, the day and year first above written.
Tangle Creek Cattle Co.
Per: /s/ [ILLEGIBLE]
------------------------------------
Strathcona Capital Corporation
Per: /s/ [ILLEGIBLE]
------------------------------------
E-20
<PAGE>
THIS BILL OF SALE made in triplicate this 18 day of December, 1998
BETWEEN:
DUST CHECK FILTERS INC.
by its Receiver/Manager,
Bill McCulloch & Associates Inc.
(hereinafter called the "Grantor")
OF THE FIRST PART
- and -
TANGLE CREEK CATTLE CO.
(hereinafter called the "Grantee")
OF THE SECOND PART
WHEREAS by a General Security Agreement and Chattel Mortgage all dated January
27, 1998, and registered with the Personal Property Registry on February 2, 1998
and September 9, 1998, (the "Security") Dust Check Filters Inc. acknowledged
itself indebted to Bank of Montreal and pursuant to the Security granted to Bank
of Montreal a security interest in all present and after acquired personal
property including specifically mentioned personal property and equipment;
AND WHEREAS pursuant to the appointment of Bill McCulloch & Associates Inc.
("McCulloch") as Receiver/Manager made by Bank of Montreal on the 22nd day of
October, 1998, notice of which has been duly filed in the offices of the
Registrar of Corporations, McCulloch was appointed Receiver/Manager of all the
property, assets and undertaking of Dust Check Filters Inc.
AND WHEREAS under the terms of the Security, McCulloch is entitled to take
possession of and to sell the goods, chattels and personal property set out in
Schedule "A" hereto (the "Assets"), subject to the terms and conditions
described in Schedule "A";
AND WHEREAS McCulloch is authorized to complete the within Bill of Sale;
NOW THEREFORE THIS BILL OF SALE WITNESSETH that in consideration of the sum of
TWENTY ONE THOUSAND NINE HUNDRED THIRTY FIVE ($21,935.00) DOLLARS inclusive of
G.S.T., of lawful money of Canada, paid by the Grantee to the Grantor (the
receipt whereof is hereby acknowledged) the Grantor has sold, assigned and
transferred to the Grantee all its interest in the Assets at 3710 - 47 Avenue,
Camrose, Alberta.
The Grantor acknowledges to the Grantee that the Grantor has the right to assign
its interest in the Assets to the Grantee.
E-21
<PAGE>
-2-
The Grantee shall peaceably and quietly have, hold, posses and enjoy the Assets
and every one of them and every part thereof to and for its own use and benefit
without any manner of hindrance, interruption, molestation, claim or demand
whatsoever of, from, or by the Grantor.
THE GRANTEE ACKNOWLEDGES that it has inspected the Assets and conducted searches
and investigations with respect to the title of the Grantor therein, and agrees
to purchase the Assets as they stand, on an "as is - where is" basis, and it is
agreed that there is no representation, warranty, collateral agreement, or
condition, either express or implied, as to the condition or fitness for any
purpose thereof or as to the title of the Grantor thereto, except as expressly
stated herein, and it is agreed that the implied conditions and warranties
contained in the Sale of Goods Act, Revised Statutes of Alberta, Chapter S-2, as
amended, are expressly excluded and shall not apply to the sale effected hereby.
IT IS FURTHER AGREED that all grants, covenants, terms and stipulations herein
contained shall be binding on and be enforceable by and enure to the benefit of
the heirs, executors, administrators, successor and assigns of the parties
hereto, and that all such covenants shall be deemed to be several as well as
joint, and wherever the singular and the masculine are used throughout this
indenture the same shall be construed as meaning the plural or feminine or
neuter where the context or the parties so require.
IN WITNESS WHEREOF the said parties to these presents have hereunto set their
hands and seals, the day and year first above written.
DUST CHECK FILTERS NC.
by its Receiver/Manager
BILL MCCULLOCH & ASSOCIATES INC.
Per: /s/ [ILLEGIBLE]
(c/s)
TANGLE CREEK CATTLE CO.
Per: /s/ [ILLEGIBLE]
E-22
<PAGE>
SCHEDULE "A"
1. All right, title and interest in a contract to purchase moulds as per
letters dated March 26, 1998, December 5, 1997, directed from HRC Tool and
Die Mfg. Ltd., and all rights and interest in the moulds which Dust Check
Filters Inc. have acquired from HRC including rights of redemption (if any)
Dust Check Filters Inc. may have in Court of Queen's Bench Action #9803
20543 and the Order of Master W.J. Quinn dated December 15, 1998, a copy of
which is attached and marked Schedule "B".
2. The assignment of all rights and interest the Grantor has in and to an
invention relating to a DUST FILTER, as fully described and claimed in an
APPLICATION for a Canadian patent for such invention filed under serial
number 2,002,785 on November 10, 1989, and to all its corresponding right,
title and interest in and to any patent which may issue therefore. The
Grantor does not in any way represent or warrant that a patent will be
issued and that the patent process is only at the application stage and no
further and is with respect to Canada and no other jurisdiction.
3. The assignment of all rights and interest the Grantor may have in a product
known as Rubaglove and fabric related thereto. The Grantor makes no
representation or warranty as to ownership of any technology rights
whatsoever with respect to the Rubaglove product and fabric.
4. All rights of ownership in the 2 Lonatl Knitting Machines. These machines
are currently in the possession of Robert Jacobs Machine Co. of North
Carolina, U.S.A. It being acknowledged and understood there is no warranty
or representation that the person in possession of these machines will
deliver the Knitting Machines to the Grantee without further compensation.
5. Tag Number 2663 All Gloves approximately 21,000 gloves.
6. Tag Number 2665 Product knowledge and pamphlets for Dust Filters.
7. Tag Number 2659 containing approximately 18,000 Filters.
E-23
<PAGE>
SCHEDULE "B"
IN THE COURT OF QUEEN'S BENCH OF ALBERTA
JUDICIAL DISTRICT OF EDMONTON
IN THE MATTER OF THE POSSESSORY LIENS ACT, R.S.A. 1980. c. P-13
BETWEEN:
H.R.C. TOOL & DIE MFG. LTD.
Applicant
- and -
DUST CHECK FILTERS INC.
Respondent
BEFORE MASTER W.J. Quinn ) ON TUESDAY, THE 15
DAY OF DECEMBER, 1998.
IN CHAMBERS, )
)
LAW COURTS, EDMONTON, )
)
ALBERTA )
ORDER
UPON HEARING the application of H.R.C. TOOL & DIE MFG. LTD.; AND UPON
HEARING counsel for H.R.C. TOOL & DIE MFG. LTD.; AND UPON REVIEWING the
Affidavit of Nick Papadopoulos, filed; IT IS HEREBY ORDERED THAT:
E-24
<PAGE>
2.
1. H.R.C. TOOL & DIE MFG. LTD. may sell the property set out in Schedule
"A" hereto, either by public auction, tender, or privately, at the
option of the Applicant, without further notices to any person (the
"Sale");
2. Leave is, hereby, granted to the Applicant, or any of its agents or
employees, to bid in any such public auction, or tender process;
3. The proceeds of the Sale shall be applied as follows:
(a) in payment of the expenses of the Sale and followed by payment of
the lienholder's debt and costs;
(b) in payment of the debt owing to H.R.C. TOOL & DIE MFG. LTD.,
including costs on Column 1, of Schedule "C" of the Alberta Rules
of Court;
(c) any remaining proceeds shall be paid into Court with notice
provided to the Respondent, Dust Check Filters Inc., of such a
payment being made;
4. Persons interested in purchasing any of the property set out in
Schedule "A" hereto may inspect said property at the Applicant's
premises at 3816-93 Street, Edmonton, Alberta, upon reasonable notice
to the Applicant, on one occasion, and during normal operating hours,
with the right to any such inspections ending when a binding agreement
for the sale of the said property has been entered into by the
Applicant;
5. The Applicant is awarded its costs of this application and this matter
on the aforesaid basis, without limitation by the taxing officer.
/s/ [ILLEGIBLE]
MASTER IN CHAMBERS
COURT OF QUEEN'S BENCH OF ALBERTA
ENTERED this 16 day of
December, 1998
/s/ [ILLEGIBLE]
Clerk of the Court
Queen's Bench of Alberta
E-25
<PAGE>
SCHEDULE "A"
1. Return Air End Cap Mold Base to be fitted with 4 Cavities 5 1/2" E.C.,
5 1/2" Spacer, 7 1/2" Spacer
2. Hot Runner Equipped 3-Way (Register Filter) Interchangeable 4" x 4" Cavity
Mold Base fitted with:
(4) - 2 1/4" x 12" Insert Sets
(4) - 3" x 10" Insert Sets
(4) - 4" x 10" Insert Sets
3. Hot Runner Equipped 2 Cavity Mold (Return Air) fitted with:
(1) - 6" x 14", 6" x 24" and 6" x 30" Cavity
(1) - 8" x l4", 8" x 24" and 8" x 30" Cavity
4. Register Filter End Cap Mold Base to be fitted with 6 Cavities 3" x 3"
Interchangeable Inserts for:
(3) - 2 1/4" E.C. Sets
(3) - 3" E.C. Sets
(3) - 4" E.C. Sets
and all equipment and parts ancillary thereto and all sketches, drawings
and designs related to all of the foregoing property.
Specifically excluded from the foregoing property are any rights, title or
interest in and to an invention relating to a DUST FILTER as fully
described and claimed in an application for a patent for such invention
filed on behalf of Dust Check Filters Inc. under serial number 2,002,785 on
November 10, 1989.
E-26
<PAGE>
December 22, 1998
TANGLE CREEK CATTLE CO.
IDEAL MANAGEMENT INC.
14016 90 A AVE
EDMONTON AB T5R 4X5
Dear Sirs:
Re: Dust Check
Due to our firm's year-end being December 31, 1998, we take this opportunity to
enclose our statement of account for services rendered with respect to the above
noted matter.
We trust you will find the same to be in order for payment but should you have
any questions or comments please do not hesitate to contact the writer.
Yours truly,
CRUICKSHANK KARVELLAS
Per: /s/ JASON J. BODNAR
JASON J. BODNAR
E-27
<PAGE>
CRUICKSHANK KARVELLAS
3400 10180 101 STREET
EDMONTON AB T5J 4W9
424-3800
FAX 424-1311
REMITTANCE COPY
PLEASE REMIT WITH PAYMENT
IDEAL MANAGEMENT INC. December 22, 1998
14016 90A AVE INVOICE #78304
EDMONTON AB
T5R 4X5 GST #12207 3125 RT
MATTER #17632-1
DUST CHECK
TOTAL THIS INVOICE:
TOTAL PROFESSIONAL FEES $1,139.00
TOTAL OTHER CHARGES 34.15
TOTAL TAXABLE DISBURSEMENTS 7.00
TOTAL AGENCY DISBURSEMENTS 0.00
TOTAL GST 82.61
---------
TOTAL AMOUNT DUE $1,262.76
=========
You can use your MASTERCARD or VISA to pay this bill. Simply fill in the
information below and return the same to our office.
CARD TYPE: _________________________________________
CARD NO.: _________________________________________
EXPIRY DATE: _________________________________________
AMOUNT OF PAYMENT: _________________________________________
SIGNATURE: _________________________________________
E-28
<PAGE>
IDEAL MANAGEMENT INC.
14016 90A AVE
EDMONTON AB T5R 4X5
RE: DUST CHECK
27 Nov 98 MEETING WITH ROD HOPE RE: OFFER; CALLING E.
ANDERSON;
MICHAEL J. McCABE 1.00 hrs.
01 Dec 98 CLIENT CALLING RE: DISCUSSION WITH E. ANDERSON;
MICHAEL J. MCCABE 0.10 hrs.
02 Dec 98 CLIENT CALLING RE: PAYOUT; ORDER PPR SEARCH;
MICHAEL J. MCCABE 0.20 hrs.
07 Dec 98 CLIENT CALLING RE: PENDING APPLICATION; REVIEW
DOCUMENTS AND POSSESSORY LIEN ACT; CALLING ROD
HOPE; CALLING IAN MacLACHLAN;
MICHAEL J. MCCABE 0.60 hrs.
09 Dec 98 CLIENT CALLING RE: ACQUISITION; CALLING D.
KENNEDY AND IAN MACLACHLAN RE: ACCESS TO MOLD;
CALLING ROD HOPE;
MICHAEL J. MCCABE 0.50 hrs.
09 Dec 98 CLIENT CALLING RE: ACQUISITION OF INTERESTS RE:
ASSETS;
MICHAEL J. McCABE 0.10 hrs.
10 Dec 98 ROD HOPE CALLING RE: ACQUISITION OF ASSETS;
CALLING D. KENNEDY;
MICHAEL J. MCCABE 0.20 hrs.
10 Dec 98 D. KENNEDY CALLING RE: CLIENT'S POSITION; REVIEW
RULES; WRITING PARLEE MCLAWS RE: EXAMINATION ON
E-29
<PAGE>
AFFIDAVIT; CALLING CLIENT;
MICHAEL J. McCABE 0.40 hrs.
11 Dec 98 S. WENSEL CALLING RE: DEALING WITH H.R.C. TOOL;
MICHAEL J. McCABE 0.20 hrs.
14 Dec 98 IAN MacLAUCHLAN CALLING RE: PAYMENT;
MICHAEL J. McCABE 0.20 hrs.
14 Dec 98 TELEPHONE CONVERSATION WITH APPLICANT'S SOLICITOR;
TELEPHONE MESSAGE TO CLIENT
JASON J. BODNAR 1.00 hrs.
15 Dec 98 TELEPHONE CONVERSATION WITH APPLICANT'S SOLICITOR
(X2); LETTER TO APPLICANT'S SOLICITOR RE: CHANGES TO HIS PROPOSED
ORDER; MEMO TO FILE
JASON J. BODNAR 1.60 hrs.
TOTAL PROFESSIONAL FEES $ 1,139.00
OTHER CHARGES
File Opening Charge $ 25.00
Facsimile 8.00
Photocopies (Internal) 0.70
Postage 0.45 34.15
----------
TAXABLE DISBURSEMENTS
Personal Property Registry $ 7.00 7.00
----------
E-30
<PAGE>
3
GST
GST ON FEES 1,139.00 79.73
GST ON TAXABLE DISBURSEMENTS 7.00 0.49
GST ON OTHER CHARGES 34.15 2.39 82.61
--------- ---------
TOTAL AMOUNT DUE $1,262.76
=========
THIS IS OUR ACCOUNT HEREIN
CRUICKSHANK KARVELLAS
Per: /s/ [ILLEGIBLE]
E-31
<PAGE>
Promissory Note
The undersigned corporation in consideration of a Bill of Sale dated December
24th, 1998 made between the undersigned and Tangle Creek Cattle Co. and other
good and valuable consideration does by these presents agree and promise to pay
to Tangle Creek Cattle Co. the amounts hereunder set out on or before the 24th
day of June 1999 without notice or bonus or presentment
$21,935.00 Canadian or $14,257.75 U.S.
$ 1,262.76 Canadian or 820.80
U.S. 3,575.00
----------
Total U.S. $18,653.55
The undersigned in further consideration does hereby agree that this note and
the amounts above referred to shall become due and payable upon demand in the
event the undersigned is assigned into bankruptcy, becomes insolvent or
discontinues business operations
The undersigned hereby waives notice or presentment.
Dated this 24th day of December 1998.
STRATHCONA CAPITAL CORPORATION
Per: /s/ [ILLEGIBLE]
E-32
February 1, 1999
Ideal Management Inc.
14016 90 A Avenue
Edmonton, ALBERTA
Dear Sirs:
This will confirm our agreement with your company that you will provide general
management services to Micron Enviro Systems Inc., including office management,
coordination of accounting and legal services, para legal services, contract
negotiation and drafting, and communication with shareholders. This service will
be provided by your personnel specifically, Rodney Hope.
For this service, you will be paid a monthly fee of C$3,500 and such expenses as
are incurred and as approved by the Board of Directors.
This agreement and service may be terminated at anytime by Micron Enviro Systems
Inc., upon 7 days notice in writing with or without cause,
Please confirm your acceptance of the above by placing your signature at the
bottom as provided.
Yours truly,
per Micron Enviro Systems Inc.
/s/ Rodney M. Hope
Rodney M. Hope
President
Ideal Management Inc., does hereby agree to the foregoing terms
this 1st day of February, 1999.
/s/ [ILLEGIBLE]
E-33
January 2, 1999
Mr. Darrell Kosakewich
Box 2321
Camrose, ALBERTA
Dear Sir:
Re: Consulting Agreement
This letter will serve to confirm your agreement with Micron Enviro Systems Inc.
to enter into a formal consulting agreement containing the following terms and
conditions:
Remuneration: $2,500 per month
Term: 3 Years
Termination: By the Company on 60 days notice in writing
Expenses: As prior approved by the Company
Reporting: As required by the Company President
Duties: Research and development of existing products and
natural extension of products
Responding to and maintaining patent applications
Supervision, on an as required basis, the production
process
Confidentiality: Industry standard confidentiality and non-competition
agreement including a period of 5 years subsequent to
termination
E-34
<PAGE>
As discussed the Board of Directors will take under consideration the question
of availability of stock options for you as a consultant.
If the foregoing meets with your approval, please sign your name at the foot
hereof. The formal agreements will be prepared and we can execute them at your
leisure.
Yours truly,
per Micron Enviro Systems Inc.
/s/ Rod Hope
Rod Hope
President
I, Darrell Kosakewich, hereby agree to the foregoing this 6 day of January, 1999
/s/ D. Kosakewich
E-35
