As filed with the Securities and Exchange Commission on April 21, 1999
Registration No. __________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
QUAZON CORP.
(Name of Small Business Issuer in its charter)
NEVADA 87-0570975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
135 West 900 South, Salt Lake City, Utah 84101
(Address of principal executive officers) (Zip Code)
Issuer's telephone number: (801) 278-2805
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
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001 per share
(Title of Class)
<PAGE>
QUAZON CORP.
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business. . . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 13
ITEM 3. Description of Property. . . . . . . . . . . . . . . . . 17
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 17
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . 18
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . 22
ITEM 7. Certain Relationships and Related Transactions . . . . . 22
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 23
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters. . . . . . 24
ITEM 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 26
ITEM 3. Changes in and Disagreements with Accountants. . . . . . 26
ITEM 4. Recent Sales of Unregistered Securities. . . . . . . . . 27
ITEM 5. Indemnification of Directors and Officers. . . . . . . . 27
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 28
PART III
ITEM 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . S-1
ITEM 2.2 Description of Exhibits. . . . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
PART I
Except as otherwise indicated, the information in this
Registration Statement reflects the one (1) share for two hundred
fifty (250) shares reverse stock split of the common Stock effected
in October 1997, and the one (1)share for fifteen (15) shares
reverse stock split effected in October 1998.
ITEM 1. Description of Business
History
Quazon Corp. (the "Company") was organized on June 26, 1981
under the laws of the State of Utah as The Fence Post, Inc., having
the stated purpose of developing and selling real estate of all
kinds. The Company initially engaged in the business of operating
a retail basket shop and, from the time of its inception, the
Company has undergone several name changes and business changes.
On March 24, 1986, the Company changed its name to Dynamic
Video, Inc. Commencing November 12, 1986 and pursuant to the
exemption provided by Section 3(a)(11) of the Securities Act of
1933, as amended (the "1933 Act"), and the registration provisions
of Section 61-1-10 of the Utah Uniform Securities Act, the Company
publicly offered an aggregate of 3,250,000 shares (pre-split) of
its common stock. The offering was made at a price of two cents
($.02) per share to public investors who were residents of the
State of Utah. The offering was completed with the Company
realizing gross proceeds of $65,000, before payment of legal,
accounting and printing expenses.
Following completion of its stock offering, the Company became
engaged in the business of operating a video rental store.
However, the venture proved unsuccessful and the business closed.
In April 1988, the Company acquired all (10,000 shares) of the
issued and outstanding shares of Loki Holding Corp. in exchange for
1,000,000 shares (pre-split) of the Company's authorized but
previously unissued common stock. On September 6, 1988, the
Company changed its name to Loki Holding Corporation. In October
1989, the Company acquired an additional 52,500 shares of Loki
Holding Corp common stock for the cash consideration of $3,150.
Loki Holding Corp. is now known as Icon Systems, Inc. ("Icon").
Following the unsuccessful video store venture, the Company's
Board of Directors resolved to distribute its shares of Icon common
stock to the Company's shareholders as a partial liquidating
dividend, in the ratio of one (1)share of Icon common stock for
each ten (10) shares of the Company's common stock held as of
May 25, 1990. The Company filed with the Utah Securities Division
(the "Division") a reorganization exemption application under Rule
14.2p-1 of the rules of the Division. No objection was received
from the Division in accordance with its rules and on June 23,
1990, the Company's shareholders approved the partial liquidating
dividend as proposed. Each of the Company's shareholders also
executed a certificate of residency representing that he or she was
a bone fide resident of the State of Utah.
On September 11, 1990, the Company changed its name to
Interactive Development Applications, Inc. and completed the
reverse acquisition of several Belgium corporations. Pursuant to
the acquisitions, the Company was to become engaged in the business
of developing computer software designed for the landscaping
business. However, the Company never engaged in such business and
the Company had no business operations for several years. On May
1, 1997, the Company was involuntarily dissolved by administrative
action by the State of Utah for failure to maintain a registered
agent in the State.
On September 4, 1997, acting in response to the Verified
Application filed by Steven D. Moulton, a shareholder and currently
the President of the Company, the Third Judicial District Court of
the State of Utah (the "Court") entered an Order that an annual
meeting of the Company's shareholders be held. Pursuant to the
Order, the sole purpose of the meeting was to elect, from persons
to be nominated at the meeting, three directors to serve until the
next annual meeting of shareholders or until their successors are
elected (or appointed) and qualified. The Order further provided
that a quorum to conduct the meeting would be determined by those
shares owned by the record registered owners of the Company's
common stock as shown on its then-current stockholder list and
which shares were present in person or by proxy at the meeting. A
majority of the issued and outstanding shares represented at the
meeting, which was held on October 21, 1997, were voted to elect
Steven D. Moulton, James Todd Wheeler and Diane Reed directors of
the Company. The Court issued an Order Confirming Election of
Directors on October 22, 1997.
Also on October 21, 1997, the directors of the Company
unanimously resolved to (i) appoint the following persons as
executive officers, to serve until their successors are elected and
qualified or until their prior resignation or termination: Steven
D. Moulton (President); James Wheeler (Vice President); Diane Reed
(Secretary/Treasurer) ; (ii) authorize Steven D. Moulton to execute
all documents necessary to reinstate the Company in the State of
Utah; (iii) authorize Diane Reed and Steven D. Moulton to open and
maintain a bank account in the Company's name; (iv) change the
principal mailing address of the Company; (v) issue 23,000,000
"unregistered" and "restricted" shares (pre-split) to Wasatch
Consulting Group, for services rendered; and (vi) abandon the
Company's wholly owned subsidiaries New Ham International, N.V.,
Group 92 S.A., and Waretech S.A. The Company was reinstated in the
State of Utah on October 23, 1997.
On October 24, 1997, the Board of Directors resolved to call
for a special meeting of shareholders for November 7, 1997, at
which meeting the Company's shareholders would be asked to approve
the following resolutions: (a) To amend the Company's Articles of
Incorporation to (i) change the corporate name to Quazon Corp.,
(ii) increase the authorized capital of the Company from 50,000,000
shares of common stock to 100,000,000 shares of common stock, and
(iii) decrease the par value of the Company's common stock from
$.02 per share to $.001 per share, with appropriate adjustments in
the stated capital and additional paid in capital accounts of the
Company; (b) to effect a reverse of the Company's outstanding
common stock on a one (1) share for two hundred fifty (250) shares
basis, with the provision that no shareholder's holdings be reduced
below 100 shares as a result of such reverse split; and (c) to
change the domicile of the Company from the State of Utah to the
State of Nevada.
At the November 7, 1997 meeting, the Company's shareholders
ratified all of the above proposals. Shareholders also approved
the issuance of 7,000,000 shares of the Company's authorized, but
previously unissued common stock, adjusted to reflect the 250
shares for one share reverse split, to Steven D. Moulton, the
Company's President (equivalent to 466,667 shares following the one
share for fifteen shares reverse split effected in October 1998).
The shares were in consideration for services rendered to the
Company by Mr. Moulton in connection with bringing the Company's
status current with the State of Utah and for the payment to the
Company of $5,000.
On November 14, 1997, the Company filed with the State of
Nevada Articles of Merger whereby the Company was merged with and
into Quazon Corp., a newly formed Nevada corporation ("Quazon-
Nevada"), for the sole purpose of changing the Company's domicile
from the State of Utah to the State of Nevada. This action was
taken pursuant to the joint consent of the Boards of Directors of
the Company and the new Nevada corporation. Each outstanding share
of the Company's common stock was exchanged for one share of common
stock of Quazon-Nevada. Accordingly, the Utah corporate entity was
dissolved. For purposes of this Registration Statement, the
Company shall be deemed to be Quazon-Nevada for all events
occurring after November 14, 1997.
On September 28, 1998, the Company filed with the State of
Nevada a Certificate of Correction to the Articles of Merger to
clarify an error in the Articles of Merger filed November 14, 1997.
The Articles of Merger inadvertently state that the surviving
corporation was to become Quazon Mountain Holdings, Inc. instead of
Quazon Corp. The Certificate of Correction corrected this error by
stating that the name of the surviving corporation was to be Quazon
Corp.
On October 23, 1998, pursuant to action by unanimous consent
of the Board of Directors and majority shareholders of the Company,
the company effected a reverse stock split of its issued and
outstanding shares of common stock on a one (1) share for fifteen
(15) shares basis. The reverse stock split was subject to the
provision that no shareholder's holdings be reduced below 100
shares as a result of such reverse split.
On October 30, 1998, the Company's Board of Directors
authorized the issuance of 500,000 shares of common stock to Diane
Reed and 1,000,000 shares of common stock to Steven D. Moulton for
services rendered to the Company. Both Ms. Reed and Mr. Moulton
are directors and executive officers of the Company. Also, the
Company issued 1,500,000 shares to Mr. Moulton for the cash price
of $5,000. All share figures are post-split.
Business of Issuer
Since October 1997, the Company has been active in seeking
potential operating businesses and business opportunities with the
intent to acquire or merge with such businesses. The Company is
considered a development stage company and, due to its status as a
"shell" corporation, its principal purpose is to locate and
consummate a merger or acquisition with a private entity. Because
of the Company's current status having only nominal assets and no
recent operating history, in the event the Company does
successfully acquire or merge with an operating business
opportunity, it is likely that the Company's current shareholders
will experience substantial dilution and there will be a probable
change in control of the Company.
The Company is voluntarily filling this registration statement
on Form 10-SB in order to make information concerning itself more
readily available to the public. Management believes that being a
reporting company under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), could provide a prospective merger or
acquisition candidate with additional information concerning the
Company. Further, management believes that this could possibly
make the Company more attractive to an operating business
opportunity as a potential merger or acquisition candidate. As a
result of filing its registration statement, the Company is
obligated to file with the Securities and Exchange Commission (the
"Commission") certain interim and periodic reports including an
annual report containing audited financial statements. The Company
intends to continue to voluntarily file its periodic reports under
the Exchange Act in the event its obligation to file such reports
is suspended under applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will
become subject to the same reporting requirements as the Company
upon consummation of any merger or acquisition. Thus, in the event
the Company successfully completes the acquisition of or merger
with an operating business opportunity, that business opportunity
must provide audited financial statements for at least the two most
recent fiscal years or, in the event the business opportunity has
been in business for less than two years, audited financial
statements will be required from the period of inception. This
could limit the Company's potential target business opportunities
due to the fact that many private business opportunities either do
not have audited financial statements or are unable to produce
audited statements without undo time and expense.
The Company's principal executive offices are located at 135
West 900 South, Salt Lake City, Utah 84101, and its telephone
number is (801) 278-2805.
The Company has no recent operating history and no
representation is made, nor is any intended, that the Company will
be able to carry on future business activities successfully.
Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to
the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or
business opportunities. The Company currently has no commitment or
arrangement, written or oral, to participate in any business
opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider.
Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
Management of the Company intends to use various resources in
the search for potential business opportunities including, but not
limited to, the Company's officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists,
members of the financial community and others who may present
management with unsolicited proposals. Because of the Company's
lack of capital, it may not be able to retain on a fee basis
professional firms specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely
on outside sources, not otherwise associated with the Company, that
will accept their compensation only after the Company has finalized
a successful acquisition or merger. To date, the Company has not
engaged or entered into any discussion, agreement or understanding
with a particular consultant regarding the Company's search for
business opportunities. Presently, no final decision has been made
nor is management in a position to identify any future prospective
consultants for the Company.
If the Company elects to engage an independent consultant, it
will look only to consultants that have experience in working with
small companies in search of an appropriate business opportunity.
Also, the consultant must have experience in locating viable merger
and/or acquisition candidates and have a proven track record of
finalizing such business consolidations. Further, the Company
would like to engage a consultant that will provide services for
only nominal up-front consideration and is willing to be fully
compensated only at the close of a business consolidation.
The Company does not intend to limit its search to any
specific kind of industry or business. The Company may investigate
and ultimately acquire a venture that is in its preliminary or
development stage, is already in operation, or in various stages of
its corporate existence and development. Management cannot predict
at this time the status or nature of any venture in which the
Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The
most likely scenario for a possible business arrangement would
involve the acquisition of or merger with an operating business
that does not need additional capital, but which merely desires to
establish a public trading market for its shares.
Management believes that the Company could provide a potential
public vehicle for a private entity interested in becoming a
publicly held corporation without the time and expense typically
associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a
potential acquisition or merger candidate, management will seek to
determine whether acquisition or merger is warranted or whether
+further investigation is necessary. Such determination will
generally be based on management's knowledge and experience, or
with the assistance of outside advisors and consultants evaluating
the preliminary information available to them. Management may
elect to engage outside independent consultants to perform
preliminary analysis of potential business opportunities. However,
because of the Company's lack of capital it may not have the
necessary funds for a complete and exhaustive investigation of any
particular opportunity.
In evaluating such potential business opportunities, the
Company will consider, to the extent relevant to the specific
opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial
requirements and availability of additional financing; history of
operation, if any; nature of present and expected competition;
quality and experience of management; need for further research,
development or exploration; potential for growth and expansion;
potential for profits; and other factors deemed relevant to the
specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no
assurance following consummation of any acquisition or merger that
the business venture will develop into a going concern or, if the
business is already operating, that it will continue to operate
successfully. Many of the potential business opportunities
available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove
successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it
might participate in a prospective business opportunity. Each
separate potential opportunity will be reviewed and, upon the basis
of that review, a suitable legal structure or method of
participation will be chosen. The particular manner in which the
Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and
desires of the Company and management of the opportunity, and the
relative negotiating strength of the parties involved.
Actual participation in a business venture may take the form of an
asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may
act directly or indirectly through an interest in a partnership,
corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the
purchase of minority stock positions.
Because of the Company's current situation, having only
nominal assets and no recent operating history, in the event the
Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be
a probable change in control of the Company. Most likely, the
owners of the business opportunity which the Company acquires or
mergers with will acquire control of the Company following such
transaction. Management has not established any guidelines as to
the amount of control it will offer to prospective business
opportunities, rather management will attempt to negotiate the best
possible agreement for the benefit of the Company's shareholders.
Management does not presently intend to borrow funds to
compensate any persons, consultants, promoters or affiliates in
relation to the consummation of a potential merger or acquisition.
However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the
Company to attempt to raise additional funds. As of the date
hereof, the Company has not made any arrangements or definitive
agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital, most
likely the only method available to the Company would be the
private sale of its securities. These possible private sales would
most likely have to be to persons known by the directors of the
Company or to venture capitalists that would be willing to accept
the risks associated with investing in a company with no current
operations.
Because of the nature of the Company as a development stage
company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. Management will attempt to acquire
funds on the best available terms for the Company. However, there
can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if
available, can be obtained on terms reasonable or acceptable to the
Company. The Company does not anticipate using Regulation S under
the Securities Act of 1933, as amended (the "Act"), to raise any
funds prior to consummation of a merger or acquisition. Although
not presently anticipated, there is a remote possibility that the
Company could sell securities to its management or affiliates.
In the case of a future acquisition or merger, there exists a
possibility that a condition of such transaction might include the
sale of shares presently held by officers and/or directors of the
Company to parties affiliated with or designated by the potential
business opportunity. Presently, management has no plans to seek
or actively negotiate such terms. However, if this situation does
arise, management is obligated to follow the Company's Articles of
Incorporation and all applicable corporate laws in negotiating such
an arrangement. Under this scenario of a possible sale by officers
and directors, it is unlikely that similar terms and conditions
would be offered to all other shareholders of the Company or that
the shareholders would be given the opportunity to approve such a
transaction.
In the event of a successful acquisition or merger, a finder's
fee, in the form of cash or securities, may be paid to persons
instrumental in facilitating the transaction. The Company has not
established any criteria or limits for the determination of a
finder's fee, although it is likely that an appropriate fee will be
based upon negotiations by the Company and the appropriate business
opportunity and the finder. Management cannot at this time make an
estimate as to the type or amount of a potential finder's fee that
might be paid. It is unlikely that a finder's fee will be paid to
an affiliate of the Company because of the potential conflict of
interest that might result. If such a fee was paid to an
affiliate, it would have to be in such a manner so as not to
compromise an affiliate's possible fiduciary duty to the Company or
to violate the doctrine of corporate opportunity. Further, in the
unlikely event a finder's fee was to be paid to an affiliate, the
Company would have such an arrangement ratified by the shareholders
in an appropriate manner.
Presently, it is highly unlikely that the Company will acquire
or merge with a business opportunity in which the Company's
management, affiliates or promoters have an ownership interest.
Any possible related party transaction of this type would have to
be ratified by a disinterested Board of Directors and by the
shareholders. Management does not anticipate that the Company will
acquire or merge with any related entity. Further, as of the date
hereof, none of the Company's officers, directors, or affiliates or
associates have had any preliminary contact or discussions with any
specific business opportunity, nor are there any present plans,
proposals, arrangements or understandings regarding the possibility
of an acquisition or merger with any specific business opportunity.
Rights of Shareholders
It is presently anticipated by management that prior to
consummating a possible acquisition or merger, the Company, if
required by relevant state laws and regulations, will seek to have
the transaction ratified by shareholders in the appropriate manner.
However, under Nevada law, certain actions that would routinely be
taken at a meeting of shareholders, may be taken by written consent
of shareholders having not less than the minimum number of votes
that would be necessary to authorize or take the action at a
meeting of shareholders. Thus, if shareholders holding a majority
of the Company's outstanding shares decide by written consent to
consummate an acquisition or a merger, minority shareholders would
not be given the opportunity to vote on the issue. The Board of
Directors will have the discretion to consummate an acquisition or
merger by written consent if it is determined to be in the best
interest of the Company to do so. Regardless of whether an action
to acquire or merge is ratified by written consent or by holding a
shareholders' meeting, the Company will provide to its shareholders
complete disclosure documentation concerning a potential target
business opportunity including the appropriate audited financial
statements of the target. This information will be disseminated by
proxy statement in the event a shareholders' meeting is held, or by
subsequent report to the shareholders if the action is taken by
written consent.
Competition
Because the Company has not identified any potential
acquisition or merger candidate, it is unable to evaluate the type
and extent of its likely competition. The Company is aware that
there are several other public companies with only nominal assets
that are also searching for operating businesses and other business
opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public
companies in its search for business opportunities and, due to the
Company's lack of funds, it may be difficult to successfully
compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees
and has no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of
business the business office and address of a principal
shareholder, Lane Clissold, located in Salt Lake City, Utah.
Although the Company has no written agreement and pays no rent
for the use of this facility, it is contemplated that at such
future time as the Company acquires or merges with an operating
business, the Company will secure commercial office space from
which it will conduct its business. However, until such time as
the Company completes an acquisition or merger, the type of
business in which the Company will be engaged and the type of
office and other facilities that will be required is unknown. The
Company has no current plans to secure such commercial office
space.
Industry Segments
No information is presented regarding industry segments. The
Company is presently a development stage company seeking a
potential acquisition of or merger with a yet to be identified
business opportunity. Reference is made to the statements of
income included herein in response to Part F/S of this Form 10-SB
for a report of the Company's operating history for the past two
fiscal years.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the consolidated financial statements and notes thereto appearing
elsewhere in the Form 10-SB.
The Company is considered a development stage company with
only nominal assets and with no significant operations or income.
The costs and expenses associated with the preparation and filing
of this registration statement have been paid for by funds advanced
to the Company by an officer pursuant to a note payable and the
private sale of shares of common stock. It is anticipated that the
Company will require only nominal capital to maintain the corporate
viability of the Company and necessary funds will most likely be
provided by the Company's officers and directors in the immediate
future. However, unless the Company is able to facilitate an
acquisition of or merger with an operating business or is able to
obtain significant outside financing, there is substantial doubt
about its ability to continue as a going concern.
At December 31, 1998, the Company had total assets consisting
of cash of $2,884. Total liabilities at December 31, 1998 were
$10,823, consisting primarily of $10,000 in notes payable to an
officer of the Company. The notes are unsecured and due upon
demand. Interest is imputed at the rate of ten percent (10%) per
annum, which is contributed by the officer to the capital of the
Company.
The Company has not had any significant revenues since its
inception. For the years ended December 31, 1998 and 1997, the
Company recorded general and administrative expenses of $16,709 and
$16,230, respectively. The Company's net loss for the years ended
December 31, 1998 and 1997 were $17,292 and $16,286, respectively.
No revenues are anticipated prior to the Company consummating an
acquisition or merger agreement and, during this period of time,
the Company anticipates its expenses to be level.
In the opinion of management, inflation has not and will not
have a material effect on the operations of the Company until such
time as the Company successfully completes an acquisition
or merger. At that time, management will evaluate the possible
effects of inflation on the Company related to it business and
operations following a successful acquisition or merger.
Plan of Operation
During the next 12 months, the Company will actively seek out
and investigate possible business opportunities with the intent to
acquire or merge with one or more business ventures. In its search
for business opportunities, management will follow the procedures
outlined in Item 1 above. Because the Company lacks funds, it may
be necessary for the officers and directors to either advance funds
to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends
to hold expenses to a minimum and to obtain services on a
contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or
merger can be accomplished and will strive to have the business
opportunity provide their remuneration. However, if the Company
engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to
raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside
advisors or consultants or to raise any capital. In the event the
Company does need to raise capital, most likely the only method
available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development
stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a
commercial or private lender. There can be no assurance that the
Company will be able to obtain additional funding when and if
needed, or that such funding, if available, can be obtained on
terms acceptable to the Company.
The Company does not intend to use any employees, with the
possible exception of part-time clerical assistance on an as-needed
basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this
manner and to continue its search for business opportunities during
the next twelve months.
Net Operating Loss
The Company has accumulated approximately $33,000 of net
operating loss carryforwards as of December 31, 1998, which may be
offset against taxable income and income taxes in future years.
The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the
expiration of the net operating loss carryforwards. The
carry-forwards expire in the year 2013. In the event of certain
changes in control of the Company, there will be an annual
limitation on the amount of net operating loss carryforwards which
can be used. No tax benefit has been reported in the financial
statements for the year ended December 31, 1998 because there is a
50% or greater chance that the carryforward will not be used.
Accordingly, the potential tax benefit of the loss carryforward is
offset by a valuation allowance of the same amount.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB") has issued
Statement of Financial Accounting Standard ("SFAS") No. 128,
"Earnings Per Share" and Statement of Financial Accounting
Standards No. 129 "Disclosures of Information About an Entity's
Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance
with Accounting Principles Board Opinion No. 15, "Earnings Per
Share." SFAS No. 128 provides for the calculation of "Basic" and
"Dilutive" earnings per share. Basic earnings per share includes
no dilution and is computed by dividing income available to common
shareholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects
the potential dilution of securities that could share in the
earnings of an entity, similar to fully diluted earnings per share.
SFAS No. 129 establishes standards for disclosing information about
an entity's capital structure. SFAS No. 128 and SFAS No. 129 are
effective for financial statements issued for periods ending after
December 15, 1997. Their implementation is not expected to have a
material effect on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 130 establishes
standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is
defined to include all changes in equity except those resulting
from investments by owners and distributions to owners. Among
other disclosures, SFAS No. 130 requires that all items that are
required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial
statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial
Reporting for Segments of a Business Enterprise." SFAS No. 131
establishes standards on the way that public companies report
financial information about operating segments in annual financial
statements and requires reporting of selected information about
operating segments in interim financial statements issued to the
public. It also establishes standards for disclosure regarding
products and services, geographic areas and major customers. SFAS
No. 131 defines operating segments as components of a company about
which separate financial information is available that is evaluated
regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Management believes
the adoption of this statement will have no material impact on the
Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
Because the Company currently does not have any operations
except for its search for viable business opportunities, it does
not own or use any computer equipment. The Company does not
anticipate doing a full assessment of the potential Year 2000 issue
until it has made an acquisition of or merged with an operating
entity. The Company does not believe that the cost of addressing
the issue will have a material adverse impact on its financial
position. Further, the Company believes that no third parties with
whom it may have a material relationships will be materially
affected by the Year 2000 issues.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking
statements. The Company wishes to advise readers that actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company
search for appropriate business opportunities and subsequently
acquire or merge with such entity, to meet its cash and working
capital needs, the ability of the Company to maintain its existence
as a viable entity, and other risks detailed in the Company's
periodic report filings with the Commission.
ITEM 3. Description of Property
The information required by this Item 3, Description of
Property, is set forth in Item 1, Description of Business, of this
Form 10-SB/A.
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of March 15, 1999, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Steven D. Moulton* 2,719,526 68.1%
4848 So. Highland Dr. #353
Salt Lake City, UT 84117
Diane Reed* 500,000 12.5%
4848 So. Highland Dr. #353
Salt Lake City, UT 84117
Lane Clissold 333,341 8.4%
2413 Butternut Circle
Salt Lake City, UT 84117
Access Properties Group, L.L.C. 83,334(2) 2.1%
2176 South Bear Lake Blvd.
Garden City, UT 84028
Wasatch Consulting Group 66,667(3) 1.7%
4848 South Highland Dr. #353
Salt Lake City, UT 84117
All directors and officers 3,369,527(4) 84.4%
a group (3 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 3,991,180 shares of common stock outstanding
on March 15, 1999.
(2) Mr. Moulton's wife is an affiliate of Access Properties
Group, L.L.C. and therefore Mr. Moulton is considered an
affiliate of such entity.
(3) Mr. Moulton is a shareholder, director and executive
officer of Wasatch Consulting Group and is deemed to be
an affiliate of such entity.
(4) Includes 66,667 shares owned by Wasatch Consulting Group
and 83,334 shares owned by Access Properties Group,
L.L.C., of which Mr. Moulton is deemed an affiliate.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as
follows:
Name Age Position
Steven D. Moulton 37 President, Chief Executive
Officer and Director
James T. Wheeler 36 Vice President and Director
Diane Reed 28 Secretary / Treasurer and
Director
___________________________
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. There are no agreements with respect to the election of
directors. The Company has not compensated its directors for
service on the Board of Directors or any committee thereof, but
directors are entitled to be reimbursed for expenses incurred for
attendance at meetings of the Board of Directors and any committee
of the Board of Directors. However, due to the Company's lack of
funds, the directors will defer their expenses and any compensation
until such time as the Company can consummate a successful
acquisition or merger. As of the date hereof, no director has
accrued any expenses or compensation. Officers are appointed
annually by the Board of Directors and each executive officer
serves at the discretion of the Board of Directors. The Company
does not have any standing committees.
The Company's President, Steven D. Moulton, is presently and
has been since February 1996 President and a director of Sierra
Holding Group, Inc., a "shell" or "blank check" company that is
actively pursuing an acquisition or merger. Additionally, from
1984 to 1990, Mr. Moulton served as a director and executive
officer of several publicly-held development stage companies
including Safron, Inc. (director and Vice President); Sagitta
Ventures (director and President); Jasmine Investments (director
and President); Java, Inc. (Secretary / Treasurer); Onyx Holdings
Corporation (director and President); XEBec International Corp
(director and President); Rocky Mountain Fudge Company, Inc.
(director and Vice President); and Bear lake Recreation, Inc.
(director and President).
From 1991 to 1994, Mr. Moulton was a director and President of
Omni International Corporation, which is currently known as
Beachport Entertainment Corporation. From 1995 to July 1996, he
served as director and President of Wasatch International
Corporation, formerly Java, Inc. In addition, Mr. Moulton was the
President and a director of Icon Systems, Inc. from its inception
in 1987 to July 31, 1991. He was also a director and
Secretary/Treasurer of Icon Systems, Inc. from 1995 to December
1998, at which time it acquired Prospero Investments Limited, a
United Kingdom company Each of these companies may be deemed to
have been a "blind pool" or "blank check" company at the times of
Mr. Moulton's association.
Safron, Inc., a Utah corporation, sold 3,000,000 units of its
securities at a price of $.10 per unit, pursuant to a Registration
Statement on Form S-18 filed with the Commission with an effective
date of July 17, 1985. A total of $300,000 was raised under this
offering for the purpose of acquiring or participating in a then
unidentified business opportunity. Mr. Moulton resigned his
positions with Safron, Inc. in November 1987.
Sagitta Ventures, Inc., a Utah corporation, filed a
Registration Statement on Form S-18 with the Commission with an
effective date of April 30, 1987. This Registration Statement
provided for the sale of 12,000,000 units at a price of $0.02 per
unit. The offering was closed on July 8, 1987, after 7,479,500
units were sold for an aggregate price of $149,590. Sagitta
acquired all of the issued and outstanding common stock of Onyx
Holding Corporation, with the proceeds from its offering, and
subsequently distributed the Onyx shares as a partial liquidating
dividend to its stockholders. Mr. Moulton was the President and a
director of Onyx from July 10, 1987 through May 1, 1989.
On August 19, 1987, Jasmine Investments completed the sale of
2,338,390 units to the public pursuant to a Registration Statement
on Form S-18, at a price of $0.10 per share. A total of $233,839
was raised under this offering. After Mr. Moulton's resignation,
Jasmine consummated a merger transaction and became known as
"Audioventures Corporation."
Java, Inc. sold 1,320,350 shares of its common stock at $0.10
per share pursuant to a Registration Statement on Form S-18, which
became effective on April 22, 1986. on November 7, 1986, the
stockholders of Java approved the acquisition of Quazon
Communications, Inc., an Illinois corporation, which was engaged in
the business of manufacturing and marketing computer terminals.
Mr. Moulton resigned his position as Secretary/Treasurer on
November 7, 1986, and resigned from the Board of Directors in
August 1987.
Mr. Moulton resigned his positions with Omni International
Corporation before its securities offering and had no involvement
therein.
Since December 1997, Mr. Moulton has been associated with
XEBec International Corp (director and President), a shell or blank
check company that is actively pursuing an acquisition or merger.
The Company's Secretary/Treasurer, Diane M. Reed, is presently
and has been since December 1997 Secretary/Treasurer and a director
of XEBec International Corp a "shell" or "blank check" company that
is actively pursuing an acquisition or merger. Additionally, from
October 1995 to September 1996, Ms. Reed served as Vice President
and a director of Icon Systems, Inc.
Other than the Company, James T. Wheeler has not been involved
as a director, executive officer or five percent stockholder of any
"blank check" company in the last ten years.
No director, officer, affiliate or promoter of the Company
has, within the past five years, filed any bankruptcy petition,
been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order,
judgment, or decree involving the violation of any state or federal
securities laws.
All of the Company's present directors have other full-time
employment and will routinely devote only such time to the Company
necessary to maintain its viability. It is estimated that each
director will devote less than ten hours per month to the Company's
activities. The directors will, when the situation requires,
review potential business opportunities or actively participate in
negotiations for a potential merger or acquisition on an as-needed-
basis.
Currently, there is no arrangement, agreement or understanding
between the Company's management and non-management shareholders
under which non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. Present management openly accepts and appreciates any
input or suggestions from the Company's shareholders. However, the
Board of Directors is elected by the shareholders and the
shareholders have the ultimate say in who represents them on the
Board of Directors. There are no agreements or understandings for
any officer or director of the Company to resign at the request of
another person and none of the current offers or directors of the
Company are acting on behalf of, or will act at the direction of
any other person.
The business experience of each of the persons listed above
during the past five years is as follows:
Steven D. Moulton is a graduate of Olympus High School in Salt
Lake City, Utah in 1980. From 1984 to 1990, Mr. Moulton served as
a director and executive officer of several publicly-held
development stage companies including Safron, Inc. (director and
Vice President);Sagitta Ventures (director and President; Jasmine
Investments (director and President; Java, Inc. (director and
Secretary / Treasurer); and Onyx Holdings Corporation (director and
President). From 1991 to 1994, Mr. Moulton was a director and
President of Omni International Corporation, which is currently
known as Beachport Entertainment Corporation. From 1987 to 1991,
he was President and a director of Icon Systems, Inc. and served as
Secretary / Treasurer of the same company from 1995 to 1998. From
1995 to July 1996, he served as director and President of Wasatch
International Corporation, formerly Java, Inc. From February 1996
to the present, he has also been the President and a director of
Sierra Holding Group, Inc. From December 1997 to the present, Mr.
Moulton has been associated with Rocky Mountain Fudge Company, Inc.
(director and Vice President), a public candy company, and Bear
lake Recreation, Inc. (director and President), a public snowmobile
rental company. Also from December 1997 to the present, Mr.
Moulton has been a director and President of XEBec International,
Inc., a shell company looking for a merger or acquisition. With
the exception of Sagitta Ventures, Omni International Corporation,
Wasatch International, Icon Systems, Inc. and Sierra Holding Group,
Inc., none of these companies was subject to the reporting
requirements of the Commission. Mr. Moulton owned and operated a
Chem-Dry carpet cleaning franchise from 1991 to 1995. Mr. Moulton
is the brother of the Company's Secretary/Treasurer, Diane Reed.
James T. Wheeler earned a B.S. Degree in communications and
public relations from the University of Utah in 1991. From 1991 to
1997, Mr. Wheeler was a quality specialist and brokerage analyst
with Fidelity Investments retail customer services in Salt Lake
City, Utah. From 1997 to 1998, Mr. Wheeler was a loan officer with
FirstPlus Freedom Mortgage and from 1998 to the present, he has
been a retail loan officer with Premier Mortgage, both companies
being located in Salt Lake City.
Diane Reed graduated from Olympus High School in Salt Lake
City, Utah in 1989. From 1998 to the present, she has worked for
Utah Cleaning and Maid Service, and from 1997 to the present she
has also worked as a private day care provider, also in Salt Lake
City. From 1996 to 1997, Ms. Reed was the manager of Red's Frozen
Yogurt in Salt Lake City, and from 1994 to 1996, she worked as a
travel agent for Morris Trave, also in Slat Lake City. From 1992
to 1994, Ms. Reed was a reservation agent for Continental Airlines.
From October 1995 to September 1996, Ms. Reed was a director and
Vice President of Icon Systems, Inc. and from December 1997 to the
present, she has been a director and Secretary/Treasurer of XEBec
International, Inc., a shell company looking for a merger or
acquisition Ms. Reed is the sister of the Company's President,
Steven D. Moulton.
ITEM 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. Further, the Company has not entered into an employment
agreement with any of its officers, directors or any other persons
and no such agreements are anticipated in the immediate future.
In 1997, the Company issued to Steven D. Moulton, the
Company's President and a director, 466,667 shares of the Company's
common stock in consideration bringing the Company's status current
with the State of Utah and for the payment to the Company of
$5,000. In 1998, the Company issued 1,000,000 shares to
Mr. Moulton and 500,000 shares to Diane M. Reed, a director and
Secretary / Treasurer of the Company, for services rendered to the
Company. The shares were valued at $.003 per share.
ITEM 7. Certain Relationships and Related Transactions
Except as set forth below, during the past two fiscal years
there have been no transactions between the Company and any
officer, director, nominee for election as director, or any
shareholder owning greater than five percent (5%) of the Company's
outstanding shares, nor any member of the above referenced
individuals' immediate family.
In November 1997, the Company issued to Steven D. Moulton, the
Company's President, 466,667 shares in consideration for bringing
the Company's status current with the State of Utah and for the
payment to the Company of $5,000. Also in November 1997, the
Company issued an aggregate of 499,999 shares to a total three
persons for the aggregate cash purchase price of $8,000. One of
the purchasers (of 83,334 shares) was Access Properties Group,
L.L.C., a company affiliated with Mr. Moulton. All funds realized
from the sale of shares was used for general and administrative
expenses of the Company.
In October 1998, the Company issued 1,000,000 shares to Mr.
Moulton and 500,000 shares to Diane Reed, a director and Secretary
/ Treasurer of the Company, for services rendered to the Company,
and an additional 1,500,000 shares to Mr. Moulton for the cash
price of $5,000. The proceeds were used for general and
administrative expenses of the Company.
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 100,000,000 shares of
Common Stock, par value $.001 per share, of which 3,991,180 shares
are issued and outstanding as of the date hereof. In October 1997,
the Company effected the one (1) share for two hundred fifty (250)
shares reverse stock split of its common stock, and in October
1998, the Company effected the one (1) share for fifteen (15)
shares reverse stock split. Pursuant to the terms of both reverse
stock splits, no shareholder's holdings were to be reduced below
100 shares as a result of such splits. Additional shares were
issued in lieu of fractional shares and to restore a shareholder to
100 shares if their shares were reduced below 100 shares as a
result of the splits. Accordingly, 18,984 additional shares were
issued pursuant to the splits.
All references to the Company's common stock herein are in
post-split shares. All shares of common stock have equal rights
and privileges with respect to voting, liquidation and dividend
rights. Each share of Common Stock entitles the holder thereof to
(i) one non-cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any
distribution of assets available for distribution upon liquidation
of the Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of common stock or any other
securities. The common stock is not subject to redemption and
carries no subscription or conversion rights. All outstanding
shares of common stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of And Dividends on the Registrant's Common
Equity and Other Shareholder Matters
No shares of the Company's common stock have previously been
registered with the Commission or any state securities agency or
authority. The Company intends to make an application to the NASD
for the Company's shares to be quoted on the OTC Bulletin Board.
The Company's application to the NASD will consist of current
corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as
amended. Inclusion on the OTC Bulletin Board permits price
quotations for the Company's shares to be published by such
service. The Company is not aware of any established trading
market for its common stock nor is there any record of any reported
trades in the public market in recent years. Although the Company
intends to submit its application to the OTC Bulletin Board
contemporaneously with the filing of this registration statement,
the Company does not anticipate its shares to be traded in the
public market until such time as a merger or acquisition can be
consummated. Also, secondary trading of the Company's shares may
be subject to certain state imposed restrictions regarding shares
of shell companies. Except for the application to the OTC Bulletin
Board, there are no plans, proposals, arrangements or
understandings with any person concerning the development of a
trading market in any of the Company's securities. The Company's
common stock last traded in a public market in 1991.
The ability of an individual shareholder to trade their shares
in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
common stock and may affect the ability of shareholders to sell
their shares.
As of March 15, 1999 there were 221 holders of record of the
Company's common stock, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers or other nominees. Because there has been no
established public trading market for the Company's securities, no
trading history is presented herein.
As of the date hereof, the Company has issued and outstanding
3,991,180 shares of common stock. Of the Company's total
outstanding shares, approximately 204,978 shares may be sold,
transferred or otherwise traded in the public market without
restriction, unless held by an affiliate or controlling shareholder
of the Company. Of these 204,978 shares, the Company has not
identified any shares as being held by affiliates of the Company.
A total of 3,786,202 shares are considered restricted
securities and are presently held by affiliates and/or controlling
shareholders of the Company, or were issued more than one year but
less than two years from the date hereof. Approximately 786,202 of
the restricted shares are presently eligible for sale pursuant to
Rule 144, subject to the volume and other limitations set forth
under Rule 144. In general, under Rule 144 as currently in effect,
a person (or persons whose shares are aggregated) who has
beneficially owned restricted shares of the Company for at least
one year, including any person who may be deemed to be an
"affiliate" of the Company (as the term "affiliate" is defined
under the Act), is entitled to sell, within any three-month period,
an amount of shares that does not exceed the greater of (i) the
average weekly trading volume in the Company's common stock, as
reported through the automated quotation system of a registered
securities association, during the four calendar weeks preceding
such sale or (ii) 1% of the shares then outstanding. A person who
is not deemed to be an "affiliate" of the Company and has not been
an affiliate for the most recent three months, and who has held
restricted shares for at least two years would be entitled to sell
such shares without regard to the resale limitations of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and invest future
earnings to finance its operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which
any of its property is subject and, to the best of its knowledge,
no such actions against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements With Accountants
There have been no changes in or disagreements with
accountants.
ITEM 4. Recent Sales of Unregistered Securities
In November 1997, the Company issued to Steven D. Moulton, the
Company's President, 466,667 shares in consideration for services
rendered to the Company in connection with bringing the Company's
status current with the State of Utah and for the payment to the
Company of $5,000. Also in November 1997, the Company issued an
aggregate of 499,999 shares to a total three persons for the
aggregate cash purchase price of $8,000. One of the purchasers
(of 83,334 shares) was Access Properties Group, L.L.C., a company
affiliated with Mr. Moulton. In October 1998, the Company issued
1,000,000 shares to Mr. Moulton and 500,000 shares to Diane Reed,
a director and Secretary / Treasurer of the Company, for services
rendered to the Company, and an additional 1,500,000 shares to Mr.
Moulton for the cash price of $5,000. These issuances were not
registered with the Commission because they were believed to be
exempt form the registration requirements of the Act under
Section 4(2) of the Act.
During 1997 and 1998, the Company issued 18,984 shares
pursuant to the Company's reverse stock splits. These shares were
issued to prevent a person's holdings from being reduced below 100
shares as a result of such splits. Thus, a shareholder was
restored to 100 shares if their shares were reduced below 100
shares because of a split. No other shares of the Company's common
stock have been issued during the preceding three fiscal years.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the Nevada Revised Statutes
(the "NRS"), the Company has the power to indemnify any person made
a party to an action, suit or proceeding by reason of the fact that
they are or were a director, officer, employee or agent of the
Company, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection
with any such action, suit or proceeding if they acted in good
faith and in a manner which they reasonably believed to be in, or
not opposed to, the best interest of the Company and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful. Termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good
faith and in a manner which they reasonably believed to be in or
not opposed to the best interests of the Company, and, in any
criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful.
The Company must indemnify a director, officer, employee or
agent of the Company who is successful, on the merits or otherwise,
in the defense of any action, suit or proceeding, or in defense of
any claim, issue, or matter in the proceeding, to which they are a
party because they are or were a director, officer employee or
agent of the Company, against expenses actually and reasonably
incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and
directors incurred in defending a civil or criminal action, suit or
proceeding as the expenses are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay the
amount if it is ultimately determined by a court of competent
jurisdiction that they are not entitled to be indemnified by the
Company.
The NRS also permits a corporation to purchase and maintain
liability insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the
corporation as a director, officer, employee or agent, of another
corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against them and liability and expenses
incurred by them in their capacity as a director, officer, employee
or agent, or arising out of their status as such, whether or not
the Company has the authority to indemnify them against such
liability and expenses. Presently, the Company does not carry such
insurance.
Transfer Agent
The Company has designated Fidelity Transfer Company, 1800
South West Temple, Suite 301, P.O. Box 53, Salt Lake City, Utah
84115, as its transfer agent.
PART F/S
The Company's financial statements for the fiscal years ended
December 31, 1998 and 1997 have been examined to the extent
indicated in their reports by Jones, Jensen & Company, independent
certified public accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Commission and are included
herein in response to Item 15 of this Form 10-SB.
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
<PAGE>
C O N T E N T S
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . 3
Balance Sheet. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Statements of Operations . . . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity (Deficit) . . . . . . . . . . . 6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . 8
Notes to the Financial Statements. . . . . . . . . . . . . . . . . 9
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Quazon, Corp.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheets of Quazon Corp.
(a development stage company) as of December 31, 1998 and the
related statements of operations, stockholders' equity
(deficit) and cash flows for the years ended December 31, 1998
and 1997 and from the beginning of the development stage on
January 1, 1994 through 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 audits.
We conducted our audits 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 audits provide 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 Quazon, Corp. (a development stage company) as of
December 31, 1998, and the results of its operations and its
cash flows for the years ended December 31, 1998 and 1997 and
from the beginning of the development stage on January 1, 1994
through December 31, 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, the Company is
a development stage company with no significant operating
results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans
with regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
February 6, 1999
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
1998
CURRENT ASSETS
Cash $ 2,884
Total Current Assets 2,884
TOTAL ASSETS $ 2,884
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 823
Notes payable - related party (Note 2) 10,000
Total Current Liabilities 10,823
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock authorized: 100,000,000 common shares
at $0.001 par value: 3,991,180 and 991,180 shares
issued and outstanding, respectively 3,991
Capital in excess of par value 1,847,740
Accumulated deficit prior to January 1, 1994 (1,826,092)
Deficit accumulated during the development stage (33,578)
Total Stockholders' Equity (Deficit) (7,939)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 2,884
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Statements of Operations
From the
Beginning of
Development
Stage on
For the January 1,
Years Ended 1994 Through
December 31, December 31,
1998 1997 1998
REVENUES $ - $ - $ -
EXPENSES
General and administrative 16,709 16,230 32,939
Interest expense 583 56 639
Total Expenses 17,292 16,286 (33,578)
NET LOSS $ (17,292) $ (16,286) $ (33,578)
BASIC LOSS PER SHARE $ (0.01) $ (0.10)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 1,492,550 160,678
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1993 5,530 $ 6 $ 1,826,086 $ (1,826,092)
Net loss for the year ended
December 31, 1994 - - - -
Balance, December 31, 1994 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 5,530 6 1,826,086 (1,826,092)
Net loss for the year ended
December 31, 1996 - - - -
Balance, December 31, 1996 5,530 6 1,826,086 (1,826,092)
November 7, 1997, issuance of
common stock at $0.01 per share
for cash 466,667 467 4,533 -
November 12, 1997, issuance of
common stock at $0.01 per share
for cash 499,999 499 7,451 -
Fractional shares issued in reverse
stock split 18,984 19 (19) -
Contributed capital - - 936 -
Net loss for the year ended
December 31, 1997 - - - (16,286)
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $ (1,842,378)
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
Balance, December 31, 1997 991,180 $ 991 $ 1,838,987 $ (1,842,378)
Contributed capital - - 1,753 -
October 31, 1998, issuance of
common stock at $0.003 per
share for services 1,500,000 1,500 3,500 -
October 31, 1998, issuance of
common stock at $0.003 per
share for cash 1,500,000 1,500 3,500 -
Net loss for the year ended
December 31, 1998 - - - (17,292)
Balance, December 31,1998 3,991,180 $ 3,991 $ 1,847,740 $ (1,859,670)
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Statements of Cash Flows
From the
Beginning of
Development
Stage on
For the January 1,
Years Ended 1994 Through
December 31, December 31,
1998 1997 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (17,292) $ (16,286) $ (33,578)
Adjustments to reconcile net loss to net cash
provided (used) by operating activities:
Stock issued for services 5,000 - 5,000
Changes in operating asset and liability accounts:
Increase (decrease) in accounts payable (2,632) 3,455 823
Net Cash (Used) by Operating Activities (14,924) (12,831) (27,755)
CASH FLOWS FROM INVESTING ACTIVITIES: - - -
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributed capital 1,753 56 1,809
Proceeds from notes payable - related party 5,000 5,000 10,000
Issuance of common stock for cash 5,000 13,830 18,830
Net Cash Provided by Financing Activities 11,753 18,886 30,639
NET INCREASE (DECREASE) IN CASH (3,171) 6,055 2,884
CASH AT BEGINNING OF PERIOD 6,055 - -
CASH AT END OF PERIOD $ 2,884 $ 6,055 $ 2,884
Cash Payments For:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Quazon, Corp. (the Company) was originally incorporated on
June 26, 1981, as a Utah Corporation under the name of The
Fence Post, Inc.
On March 24, 1986, the Company changed its name to Dynamic
Video, Inc. On September 6, 1988, the name was changed to
Loki Holding Corporation.
On September 11, 1990, the name was changed to Interactive
Development Applications, Inc. and completed a reverse
acquisition of several Belgium corporations, which was
revoked in 1997.
On November 7, 1997, the name was changed to Quazon, Corp.,
a Utah corporation. On November 19, 1997, Quazon, Corp. of
Utah merged with Quazon, Corp., a Nevada corporation,
leaving the Nevada corporation as the surviving company.
Currently the Company is seeking new business opportunities
believed to hold a potential profit or to merge with an
existing company.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has adopted a
December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock
are based on the weighted average number of shares issued
and outstanding at the date of the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statement and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Provision for Taxes
At December 31, 1998, the Company had net operating loss
carryforwards of approximately $33,000 that may be offset
against future taxable income through 2013. No tax benefit
has been reported in the financial statements, because the
potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the
same amount.
NOTE 2 - RELATED PARTY TRANSACTIONS
In 1998, an officer of the Company contributed $1,753 to
the Company in expenses incurred on the Company's behalf.
The officer contributed $936 in 1997.
On October 21, 1997, 23,000,000 shares of common stock was
issued to officers and directors of the Company for
services. On November 12, 1997, the previously mentioned
shares were returned and canceled and the transaction was
reversed retroactively.
On November 11, 1997, the Company issued 466,667 shares of
its restricted common stock to officers of the Company for
cash of $5,000.
On November 12, 1997, the Company issued 499,999 shares of
its restricted common stock for $8,000 cash.
On October 30, 1998, the Company issued 1,500,000 post-
split shares of restricted common stock to officers of the
Company for services valued at $5,000 and 1,500,000 to
Company officers for $5,000 cash.
The Company has notes payable to an officer totaling
$10,000 at December 31, 1998. The notes are unsecured and
due upon demand. Interest is imputed on the note at 10%
per annum, which is contributed by the officer to the
capital of the Company.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger
with an existing, operating company. In the interim,
shareholders of the Company have committed to meeting its
minimal operating expenses.
<PAGE>
QUAZON, CORP.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 4 -REVERSE STOCK SPLIT
On October 24, 1997, the board of directors of the Company
approved a 1-for-250 reverse stock split and on October 30,
1998, the board of directors of the Company approved a 1-
for-15 reverse stock split while retaining the authorized
shares at 100,000,000 and retaining the par value at
$0.001. This change has been applied to the financial
statements on a retroactive basis back to inception of the
development stage. The Company provided that no
shareholder would be reduced below 100 shares, accordingly,
18,984 post-split fractional shares were issued.
<PAGE>
PART III
ITEM 1. Index to Exhibits*
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
2.1 Articles of Merger
3.1 Articles of Incorporation and Amendments thereto
3.2 By-Laws of Registrant
4. See Exhibit No. 3.1, Articles of Incorporation,
Article IV
27. Financial Data Schedule
________________
2. Description of Exhibits
See Item I above.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
organized.
QUAZON CORP.
(Registrant)
Date: April 21, 1999 By: /S/ Steven D. Moulton
Steven D. Moulton
President, Chief Executive
Officer and Director
<PAGE>
ARTICLES OF MERGER
OF
STATE OF NEVADA
QUAZON CORP.
(a Utah corporation)
To the Secretaries of
State of Utah and Nevada
Pursuant to the provisions of Section 16- 1Oa-1105 of the
Utah Revised Business Corporation Act, and Section 92A.190 of the
Nevada Revised Statues, it is hereby certified that:
1. The names and addresses of the merging, corporations
are Quazon Corp., 4848 South Hichland Drive, #353, Salt Lake
City, Utah 84117, which is a corporation organized under the laws
of the State of Utah ("Quazon - Utah"), and Quazon Corp., 135
West 900 South, Salt Lake City, Utah 84101, which is a business
corporation organized under the laws of the State of Nevada
("Quazon - Nevada").
2. The following is the Plan of Mercer (the "Plan") for
merging Quazon Utah with and into Quazon - Nevada as approved by
the Board of Directors and stockholders of each of said
corporations (with the stockholders of Quazon - Utah being
sometimes called the "Utah Stockholders"), pursuant to which
Quazon - Nevada will be the surviving corporation:
Plan of Merger
1.1 Merger and Surviving Corporation. Ouazon - Utah
will merge into Quazon - Nevada being the "Surviving
Corporation"; the separate existence of Quazon - Utah shall
cease, and the name of the Surviving Corporation shall
beccme "Quazon Mountain Holdings, Inc." Until amended,
modified or otherwise altered, the Articles of Incorporation
of Quazon - Nevada shall continue to be the Article of
Incorporation of the Surviving Corporation; and the Bylaws
of Quazon - Nevada shall continue to be the Bylaws of the
Surviving Corporation.
1.2 Share Conversion. Each outstanding or subscribed
share of common stock of Quazon - Utah (the "Quazon - Utah
Shares") shall, upon the effective date of the Plan, be
converted into one share of common stock of Quazon - Nevada;
all fractional shares shall be rounded to the nearest whole
share.
1.3 Survivor's Succession to Corporate Rights. The
Surviving Corporation shall thereupon and thereafter possess
all rights, privileges, powers and franchises of public as
well of a private nature, and be subject to all of the
restrictions, disabilities and duties of Quazon - Utah; and
all and singular, the rights, privileges, powers and
franchises of Quazon - Utah, and all property, real,
personal and mixed, and all debts due to Quazon - Utah on
whatever account, as well for stock subscriptions as all
other things in action or belonging to Quazon Utah shall be
vested in the Surviving Corporation; and all property,
rights, privileges, powers and franchises, and all and every
other interest shall be thereafter as effectually the
property of the Surviving Corporation as they were of Quazon
- Utah, and the tide to any real estate vested by deed or
otherwise in Quazon - Utah shall not revert or be in any way
impaired by reason of the Plan; but all rights of creditors
and all liens upon any property of Quazon - Utah shall be
preserved unimpaired, and all debts, liabilities and duties
of Quazon - Utah shall thenceforth attach to the Surviving
Corporation and may be enforced against it to the same
extent as if said debts, liabilities and duties had been
incurred or contracted by it.
1.4 Survivor's Succession to Corporate Acts, Plans,
Contracts, etc. All corporate acts, plans, policies,
contracts, approvals and authorizations of- Quazon - Utah
and its stockholders, its Board of Directors, committees
elected or appointed by the Board of Directors, officers and
agents, which were valid and effective immediately prior to
the effective time of the Plan, shall be taken for all
purposes as the acts, plans, policies, contracts, approvals
and authorizations of the Surviving Corporations and shall
be as effective and binding thereon as the same were with
respect to Quazon - Utah. The employees of Quazon - Utah
shall become the employees of the Surviving Corporation and
continue to be entitled to the same rights and benefits
which they enjoyed as employees of Quazon Utah.
1.5 Survivor's Rights to Assets, Liabilities,
Reserves, etc. The assets, liabilities, reserves and
accounts of Quazon - Utah shall be recorded on the books of
the Surviving Corporation at the amounts at which they,
respectively, shall then be carried on the books of Quazon -
Utah, subject to such adjustments or eliminations of
intercompany items as may be appropriate in giving effect to
the Plan.
1.6 Resignations of Present Directors and Executive
Officers of the Surviving Corporation and Designation of New
Directors and Executive Officers. On Closing, the present
directors and executive officers of Quazon - Nevada shall
resign, in seriatim, and designate the directors and
executive officers of Quazon-Utah to serve in their place
and stead, until the next respective annual meetings of the
stockholders of Board of Directors of the Surviving
Corporation, and until their respective successors shall be
elected and qualified or until their respective prior
resignations or terminations.
1.7 Principal Office. The principal executive office
of the Surviving Corporati n s all be located at 135 West
900 South, Salt Lake City, Utah 84101. The Surviving
Corporation shall also maintain a registered office in the
State of Nevada at 502 East John Street, Carson City, Nevada
89706.
1.8 Adoption. The Plan shall be adopted by the Board
of Directors of Quazon - Nevada, and by the Quazon - Utah
Stockholders.
1.9 Dissenters' Rights and Notification. As the Plan
requires the affirmative vote of the outstanding voting
securities of Quazon - Utah, dissenters' rights are not
applicable under the Plan;
1.10 Delivery of Certificates by the Quazon-Utah
Stockholders. The transfer of the Quazon - Utah Shares by
the Quazon - Utah Stockholders shall be effected by the
delivery to Quazon - Nevada or its transfer agent of
certificates representing the Quazon - Utah Shares endorsed
in blank or accompanied by stock powers executed in blank,
with all signatures witnessed or guaranteed to the
satisfaction of Quazon - Nevada and with any necessary
transfer taxes and other revenue stamps affixed and acquired
at the expense of the Quazon - Utah Stockholders, and on
receipt thereof to the satisfaction of the Surviving
Corporation, stock certificates representing shares in
Quazon - Nevada shall be issued and delivered to the Quazon
- Utah Stockholders.
1.11 Further Assurance. At the Closing and from time
to time thereafter, the parties shall execute such
additional instruments and take such other action as may be
reasonably required or necessary to carry out the terms and
provisions hereof.
1.12 Effective Date. The Effective Date of the Plan
shall be the date when the Articles of Merger are filed and
accepted by the Secretary of State of the State of Nevada
and at such time as all applicable provisions of the Nevada
Revised Statutes have been met, and in compliance with
Section 16-10a-1104(5) of the Utah Revised Business
Corporation Act.
3. The Plan has been approved by the respective Boards of
Directors of Quazon - Nevada and Quazon - Utah and the
stockholders of Quazon - Utah, in accordance with the provisions
of Section 92A.120 of the Nevada Revised Statues. Quazon - Utah
has one class of outstanding securities, common; Quazon - Utah
owns 100% of the outstanding shares of Quazon - Nevada and
therefore the vote of the stockholders of Quazon - Nevada is not
required.
4. The applicable provisions of the Nevada Revised
Statutes relating to the merger of Quazon - Utah with and into
Quazon - Nevada will have complied with upon compliance with any
of the filings and recording requirements thereof.
5. The merger herein provided for shall become effective
in the State of Nevada of the date of filing hereof.
QUAZON CORP., a Utah corporation
Date: 11-12-97 By
Steven D. Moulton, President
Date: 11-12-97 By
Diane Reed, Secretary
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
Personally appeared before me this 13 day of November, 1997,
Steven D. Moulton and Diane Reed, who duly acknowledged to me
that they are the President and Secretary, respectively, of
Quazon Corp., a Utah corporation, and that they are authorized to
and did execute the foregoing Articles of Merger.
NOTARY PUBLIC
QUAZON CORP., a Nevada corporation
Date: 11-12-97 By
Steven D. Moulton, President
Date: 11-12-97 By
Diane Reed, Secretary
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
Personally appeared before me this ____ day of November,
1997, Steven D. Moulton and Diane Reed, who duly acknowledged to
me that they are the President and Secretary, respectively, of
Quazon Corp., a Nevada corporation, and that they are authorized
to and did execute the foregoing Articles of Merger.
NOTARY PUBLIC
<PAGE>
CERTIFICATE OF CORRECTION
TO THE ARTICLES OF MERGER OF
QUAZON CORP.
The undersigned, being the duly-elected and incumbent
President of Quazon Corp., a Nevada corporation (the "Company"),
acting, pursuant to Section 78.0295 of the Nevada Revised
Statues, adopts the following Certificate of Correction for such
Company.
FIRST: The name of the Company is "Quazon Corp."
SECOND: On November 14, 1997, the Company filed with the
Nevada Secretary of State Articles of Merger of Quazon Corp. (a
Utah corporation) and the Company (the "Articles of Merger").
THIRD: Paragraph 1.1 of the Articles of Merger incorrectly
states in relevant part that "the name of the Surviving,
Corporation shall become 'Quazon Mountain Holdings, Inc."' This
statement is incorrect because it misstates the proper name of
the Surviving Corporation (i.e., the Company).
FOURTH: Paragraph 1.1 of the Articles of Merger should
state in relevant part that "the name of the Surviving
Corporation shall become 'Quazon Corp."'
This Certificate of Correction shall be effective on the
effective date of the Articles of Merger, except as to persons
relying, on the uncorrected Articles of Merger and adversely
effected by this correction. As to those persons, this
Certificate shall be effective when filed.
QUAZON CORP., a Nevada corporation
Date: 9-16-98 By
Steven D. Moulton, President
ARTICLES OF INCORPORATION
OF
QUAZON CORP.
The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statues, adopts the
following Articles of Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Quazon Corp."
(hereinafter, the "Corporation").
ARTICLE II
Period of Duration. The period of duration of the
Corporation is perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation
is organized is to engage in any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to
issue 100,000,000 shares of common voting, stock having, a par
value of one mill ($0.001) per share. All stock of the
Corporation shall be of the same class and shall have the rights
and preferences. Fully paid stock of the Corporation shall not
be liable for further call or assessment. The authorized shares
shall be issued at the discretion of the Board of Directors of
the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the
Corporation shall be CSC Services of Nevada, Inc., and the street
address and mailing address of the initial resident agent are:
502 East John Street, Suite E, Carson City, Nevada 89706.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of
Directors consisting of no less than three directors. The number
of directors constituting the initial Board of Directors is three
and the name and street address of the persons who shall serve as
directors until their successors are elected and qualified are
are, to-wit:
<PAGE>
Steven D. Moulton
4848 South Highland Drive, #353
Salt Lake City, UT 84117
James Wheeler
4848 South Highland Drive, #353
Salt Lake City, UT 84117
Diane Reed
4848 South Highland Drive, #353
Salt Lake City, UT 84117
ARTICLE VII
Incorporator. The name and street address of the
incorporator is:
Steven D. Moulton
4848 South Hiahland Drive, #353
Salt Lake City, UT 84117
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to
78.3793, inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the
fullest extent allowed by law, the directors and executive
officers of the Corporation shall be entitled to indemnification
from the Corporation for acts and omissions takinc, place in
connection with their activities in such capacities.
___________________________
Steven D. Moulton
STATE OF UTAH
:SS
COUNTY OF SALT LAKE
On the 27th day of October, 1997, personally appeared before
me Steven D. Moulton, who duly acknowledged to me that he is the
person who signed the foregoing instrument as incorporator: that
he has read the foregoing instrument and knows the contents
thereof; and that the contents thereof are true of his personal
knowledge.
_________________________
Notary Public
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
QUAZON CORP.
We, the undersigned, Steven D. Moulton, President, and Diane
Reed, Secretary/Treasurer, of Quazon Corp., a Nevada corporation
(the "Corporation"), do hereby certify:
Pursuant to Section 78.390 of the Nevada Revised Statutes,
the Articles of Incorporation of the Corporation shall be amended
as indicated below.
II
The following amendment was adopted by Consent of the Board
of Directors pursuant to Section 78.315 of the Nevada Revised
Statutes and by Consent of the Majority Stockholders pursuant to
Section 78.320 of the Nevada Revised Statutes.
III
Pursuant to resolutions adopted by the Board of Directors
and the Majority Stockholders as set forth in Paragraph II above,
the 14,603,336 common outstanding shares of the Corporation were
reverse split on a basis of one for 15, effective on the filing
of this Amendment with the Secretary of State of the State of
Nevada, while retaining the authorized common shares at
100,000,000 and the par value at one mill ($0.00 1) per share,
with appropriate adjustments being made in the additional paid in
capital and stated capital accounts of the Corporation; provided,
however, that no stockholder shall have current holdings reduced
to less than 100 shares, and those stockholders currently holding
less than 100 shares will not be affected by the reverse split;
and provided, further, however, that all fractional shares shall
be otherwise rounded up to the nearest whole share.
IV
The number of common shares entitled to vote on the
amendment was 14,603,336.
V
The number of common shares voted in favor of the amendment
was 9,642,850, with none opposing and none abstaining.
Steven D. Moulton, President
Diane Reed, Secretary/Treasurer
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 23 day of October, 1998, personally appeared before
me, a Notary Public, Steven D. Moulton, who acknowledged that he
is the President of Quazon Corp., and that he is authorized to
and did execute the above instrument.
NOTARY PUBLIC
STATE OF UTAH )
) ss
COUNTY OF SALT LAKE )
On the 23 day of October, 1998, personally appeared before
me, a Notary Public, Diane Reed, who acknowledged that she is the
Secretary/Treasurer of Quazon Corp. and that she is authorized to
and did execute the above instrument.
NOTARY PUBLIC
BYLAWS
OF
QUAZON CORP.
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may
maintain such offices within or without the State of Nevada as
the Board of Directors may from time to time designate or
require.
Section 1.02 Principal Office. The address of the principal
office of the corporation shall
be at the address of the registered office of the corporation as
so designated in the office of the Lieutenant Governor/Secretary
of State of the state of incorporation, or at such other address
as the Board of Directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the
shareholders shall be held in May of each year or at such other
time designated by the Board of Directors and as is provided for
in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may
come before the meeting. If the election of directors shall not
be held on the day designated for the annual meeting of the
shareholders, or at any adjournment thereof, the Board or
Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be
convenient.
Section 2.02 Special Meetings. Special meetings of the
shareholders may be called at any
time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice
president, and shall be called by the president or, in his or her
absence or disability, by a vice president or by the secretary on
the written request of the holders of not less than one-tenth of
all the shares entitled to vote at the meeting, such written
request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice president, or secretary.
In case of failure to call such meeting within 60 days after such
request, such shareholder or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may
designate any place, either within or without the state of
incorporation, as the place of meeting for any annual meeting or
for any special meeting called by the Board of Directors. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
state of incorporation, as the place for the holding of such
meeting. If no designation is made, or if the special meeting be
otherwise called, the place of meeting shall be at the principal
office of the corporation.
Section 2.04 Notice of Meetings. The secretary or
assistant secretary, if any, shall cause notice of the time,
place, and purpose or purposes of all meetings of the
shareholders (whether annual or special), to be mailed at least
ten days, but not more than 50 days, prior to the meeting, to
each shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive
notice of any meeting of shareholders (however called or noticed,
whether or not called or noticed and whether before, during, or
after the meeting), by signing a written waiver of notice or a
consent to the holding of such meeting, or an approval of the
minutes thereof. Attendance at a meeting, in person or by proxy,
shall constitute waiver of all defects of call or notice
regardless of whether waiver, consent, or approval is signed or
any objec6ons are made. All such waivers, consents, or approvals
shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of
determining shareholders entitled to notice of or to vote at any
annual meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend or in
order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the corporation may
provide that the share transfer books shall be closed, for the
purpose of determining shareholders entitled to notice of or to
vote at such meeting, but not for a period exceeding fifty (50)
days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days
immediately preceding such meeting.
In lieu of closing the share transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of shareholders, such date in any case to be
not more than fifty (50) and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the share transfer books are not
closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting or to
receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment
thereof. Failure to comply with this Section shall not affect
the validity of any action taken at a meeting of shareholders.
Section 2.07 Voting Lists. The officer or agent of the
corporation having charge of the share transfer books for shares
of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the
number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the
registered office of the corporation and shall be subject to
inspection by any shareholder during the whole time of the
meeting. The original share transfer book shall be prima facie
evidence as to the shareholders who are entitled to examine such
list or transfer books, or to vote at any meeting of
shareholders.
Section 2.08 Quorum. One-half of the total voting power of
the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of the shareholders. If a quorum is present, the
affirmative vote of the majority of the voting power represented
by shares at the meeting and entitled to vote on the subject
shall constitute action by the shareholders, unless the vote of a
greater number or voting by classes is required by the laws of
the state of incorporation of the corporation or the Articles of
Incorporation. If less than one-half of the outstanding voting
power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from
time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the meeting
as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of
the corporation entitled to vote shall be entitled to one vote on
each matter submitted to vote at a meeting of shareholders,
except to the extent that the voting rights of the shares of any
class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the
Articles of Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders,
each shareholder entitled to vote shall be entitled to vote in
person or by proxy; provided, however, that the right to vote by
proxy shall exist only in case the instrument authorizing such
proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be,
as shown on the share transfer of the corporation or by his or
her or her attorney thereunto duly authorized in writing. Such
instrument authorizing a proxy to act shall be delivered at the
beginning of such meeting to the secretary of the corporation or
to such other officer or person who may, in the absence of the
secretary, be acting as secretary of the meeting. In the event
that any such instrument shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers
conferred by the instrument on all persons so designated.
Persons holding stock in a fiduciary capacity shall be entitled
to vote the shares so held and the persons whose shares are
pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have
expressly empowered the pledgee to vote thereon, in which case
the pledgee, or his or her or her proxy, may represent such
shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any
action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the
subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and
business of the corporation shall be managed by its Board of
Directors. The Board of Directors may exercise all the powers of
the corporation whether derived from law or the Articles of
Incorporation, except such powers as are by statute, by the
Articles of Incorporation or by these Bylaws, vested solely in
the shareholders of the corporation.
Section 3.02 Number, Term, and Qualili6a6ons. The Board of
Directors shall consist of three to nine persons. Increases or
decreases to said number may be made, within the numbers
authorized by the Articles of Incorporation, as the Board of
Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members
of the Board of Directors may also be had upon amendment to these
Bylaws by a majority vote of all of the shareholders, and the
number of directors to be so increased or decreased shall be
fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next
annual meeting of shareholders of the corporation and until his
or her successor shall have been elected and shall have
qualified. Directors need not be residents of the state of
incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of
electing the entire number of directors annually, the Board of
Directors may provide that the directors be divided into either
two or three classes, each class to be as nearly equal in number
as possible, the term of office of the directors of the first
class to expire at the first annual meeting of shareholders after
their election, that of the second class to expire at the second
annual meeting after their election, and that of the third class,
if any, to expire at the third annual meeting after their
election. At each annual meeting after such classification, the
number of directors equal to the number of the class whose term
expires at the time of such meeting shall be elected to hold
office until the second succeeding annual meeting, if there be
two classes, or until the third succeeding annual meeting, if
there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than this
bylaw immediately following, and at the same place as, the annual
meeting of shareholders. ne Board of Directors may provide by
resolution the time and place, either within or without the state
of incorporation, for the holding of additional regular meetings
without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board
of Directors may be called by or at the request of the president,
,ice president, or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may
fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of
the Board of Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members
of the Board of Directors may participate in a meeting of the
Board of Directors or a committee of the Board of Directors by
means of conference telephone or similar communication equipment
by means of which all persons participating in the meeting can
bear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be
given at least ten (10) days prior thereto by written notice
delivered personally or mailed to each director at his or her
regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage
thereon prepaid. If notice be given by telegram, such notice
shall be deemed to be delivered when the telegram is delivered to
the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director
attends a meeting solely for the express purpose of objecting to
the transaction of any business because the meeting is not
lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors
shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than a majority is
present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors, and the individual
directors shall have no power as such.
Section 3.1 0 Vacancies and Newly Created Directorship. If
any vacancies shall occur in the Board of Directors by reason of
death, resignation or otherwise, or if the number of directors
shall be increased, the directors then in office shall continue
to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less
than a quorum, in any way approved by the meeting. Any
directorship to be filled by reason of removal of one or more
directors by the shareholders may be filled by election by the
shareholders at the meeting at which the director or directors
are removed.
Section 3.11 Compensation. By resolution of the Board of
Directors, the directors may be paid their expenses, if any of
attendance at each meeting of the Board of Directors, and may be
paid a fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the
corporation who is present at a
meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his or her or her dissent shall be
entered in the minutes of the meeting, unless be or she shall
file his or her or her written dissent to such action with the
person acting as the secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered
or certified mail to the secretary of the corporation immediately
after the adjournment of the meeting. Such right to dissent
shall not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any
time by delivering a written
resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall
become effective on its acceptance by the Board of Directors;
provided, that if the board has not acted thereon within ten days
from the date presented, the resignation shall be deemed
accepted.
Section 3.14 Written Consent to Action by Directors. Any
action required to be taken at a meeting of the directors of the
corporation or any other action which may be taken at a meeting
of the directors or of a committee, may be taken without a
meeting, if a consent in writing, setting forth the action so
taken, shall be signed by all of the directors, or all of the
members of the committee, as the case may be. Such consent shall
have the same legal effect as a unanimous vote of all the
directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for
that purpose, one or more directors may be removed by a vote of a
majority of the shares of outstanding stock of the corporation
entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall
be a president. one or more vice-presidents, as shall be
determined by resolution of the Board of Directors, a secretary,
a treasurer, and such other officers as may be appointed by the
Board of Directors. The Board of
Directors may elect, but shall not be required to elect, a
chairman of the board and the Board of Directors may appoint a
general manager.
Section 4.02 Election, Term of Office, and Qualifications.
The officers shall be chosen by the Board of Directors annually
at its annual meeting. In the event of failure to choose
officers at an annual meeting of the Board of Directors, officers
may be chosen at any regular or special an annual meeting of the
Board of Directors. Each such officer (whether chosen at an
annual meeting of the Board of Directors to fill a vacancy or
otherwise) shall hold his or her office until the next ensuing
annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or
her death, or until his or her resignation or removal in the
manner provided in these Bvlaws. Any one person may hold any two
or more of such offices, except that the president shall not also
be the secretary. No person holding two or more offices shall
act in or execute any instnunent in the capacity of more than one
office. The chairman of the board, if any, shall remain a
director of the corporation during the term of his or her office.
No other officer need be a director.
Section 4.03 Subordinate Officers, Etc. The Board of
Directors from time to time may
appoint such other officers or agents as it may deem advisable,
each of wbora shall have such title, old office for such period,
have such authority, and perform such duties as the Board of
Directors from time to time may determine. The Board of
Directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office,
authorities, and duties. Subordinate officers need not be
shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any
time by delivering a written resignation to the Board of
Directors, the president, or the secretary. Unless otherwise
specified therein, such resignation shall take effect on
delivery.
Section 4.05 Removal. Any officer may be removed from
office at any special meeting of the Board of Directors called
for that purpose or at a regular meeting, by vote of a majority
of the directors, with or without cause. Any officer or agent
appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any
officer on whom, such power of removal shall have been conferred
by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any
vacancy shall occur in any
office by reason of death, resignation, removal,
disqualification, or any other cause, or if a new office shall be
created, then such vacancies or new created offices may be filled
by the Board of
Directors at any regular or special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the
Board, if there be such an officer, shall have the following
powers and duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of
Directors; and
(c) He or she shall be a member of the executive committee,
if any.
Section 4.08 The President. The president shall have the
following powers and duties:
(a) If no general manager has been appointed, he or she
shall be the chief executive officer of the corporation, and,
subject to the direction of the Board of Directors, shall have
general charge of the business, affairs, and property of the
corporation and general supervision over its officers, employees,
and agents;
(b) If no chairman of the board has been chosen, or if such
officer is absent or disabled, he or she shall preside at
meetings of the shareholders and Board of Directors;
(c) He or she shall be a member of the executive committee,
if any;
(d) He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which
shall have been authorized by the Board of Directors; and
(e) He or she shall have all power and shall perform all
duties normally incident to the office of a president of a
corporation, and shall exercise such other powers and perform
such other duties as from time to time may be assigned to him or
her by the Board of Directors.
Section 4.09 The Vice-Presidents. The Board of Directors
may, from time to time, designate and elect one or more vice
presidents, one of whom may be designated to serve as executive
vice president. Each vice president shall have such powers and
perform such duties as from time to time may be assigned to him
or her by the Board of Directors or the president. At the
request or in the absence or disability of the president, the
executive vice president or, in the absence or disability of the
executive vice president, the vice president designated by the
Board of Directors or (in the absence of such designation by the
Board of Directors) by the president, the senior vice president,
may perform all the duties of the president, and when so acting,
shall have all the powers of, and be subject to all the
restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the
following powers and duties:
(a) He or she shall keep or cause to be kept a record of all
of the proceedings of the meetings of the shareholders and of the
board or directors in books provided for that purpose;
(b) He or she shall cause all notices to be duly given in
accordance with the provisions of these Bylaws and as required by
statute;
(c) He or she shall be the custodian I of the records and of
the seal of the corporation, and shall cause such seal (or a
facsimile thereof) to be affixed to all certificates representing
shares of the corporation prior to the issuance thereof and to
all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in
accordance with these Bylaws, and when so affixed, he or she may
attest the same;
(d) He or she shall assume that the books, reports,
statements, certificates, and other documents and records
required by statute are properly kept and filed;
(e) He or she shall have charge of the share books of the
corporation and cause the share transfer books to be kept in such
manner as to show at any time the amount of the shares of the
corporation of each class issued and outstanding, the manner in
which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of
record thereof, the number of shares held by each holder and time
when each became such holder or record; and he or she shall
exhibit at all reasonable times to any director, upon
application, the original or duplicate. share register. He or
she shall cause the share book referred to in Section 6.04 hereof
to be kept and exhibited at the principal office of the
corporation, or at such other place as the Board of Directors
shall determine, in the manner and for the purposes provided in
such Section;
(f) He or she shall be empowered to sign certificates
representing shares of the corporation, the issuance of which
shall have been authorized by the Board of Directors; and
(g) He or she shall perform in general all duties incident
to the office of secretary and such other duties as are given to
him or her by these Bylaws or as from time to time may be
assigned to him or her by the Board of Directors or the
president.
Section 4.11 The Treasurer. The treasurer shall have the
following powers and duties:
(a) He or she shall have charge and supervision over and be
responsible for the monies, securities, receipts, and
disbursements of the corporation;
(b) He or she shall cause the monies and other valuable
effects of the corporation to be
deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other
depositories as shall be selected in accordance with Section 5.03
hereof;
(c) He or she shall cause the monies of the corporation to
be disbursed by checks or drafts (signed as provided in Section
5.04 hereof) drawn on the authorized depositories of the
corporation, and cause to be taken and preserved property
vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the
president, whenever requested, a statement of the financial
condition of the corporation and of all of this transactions as
treasurer, and render a full financial report at the annual
meeting of the shareholders', if called- upon to do so;
(e) He or she shall cause to be kept correct books of
account of all the business and transactions of the corporation
and exhibit such books to any director on request during business
hours;
(f) He or she shall be empowered from time to time to
require from all officers or agents of the corporation reports or
statements given such information as he or she may desire with
respect to any and all financial transactions of the corporation;
and
(g) He or she shall perform in general all duties incident
to the office of treasurer and such other duties as are given to
him or her by these Bylaws or as from time to time may be
assigned to him or her by the Board of Directors or the
president.
Section 4.12 General Manager. The Board of Directors may
employ and appoint a general manager who may, or may not, be one
of the officers or directors of the corporation. The general
manager, if any shall have the following powers and duties:
(a) He or she shall be the chief executive officer of the
corporation and, subject to the
directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and
general supervision over its officers, employees, and agents:
(b) He or she shall be charged with the exclusive management
of the business of the
corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the
executive committee, if any
or she shall employ all employees of the corporation, or delegate
such employment to subordinate officers, and shall have authority
to discharge any person so employed; and
(d) He or she shall make a report to the president and
directors as often as required, setting forth the results of the
operations under his or her charge, together with suggestions
looking toward improvement and betterment of the condition of the
corporation, and shall perform such other duties as the Board of
Directors may require.
Section 4.13 Salaries. The salaries and other compensation
of the officers of the corporation shall be fixed from time to
time by the Board of Directors, except that the Board of
Directors may delegate to any person or group of persons the
power to fix the salaries or other compensation of any
subordinate officers or agents appointed in accordance with the
provisions of Section 4.03 hereof. No officer shall be prevented
from receiving any such salary or compensation by reason of the
fact that he or she is also a director of the corporation.
Section 4.14 Surety Bond. In case the Board of Directors
shall so require, any officer or agent of the corporation shall
execute to the corporation a bond in such sums and with such
surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his or her duties to
the corporation, including responsibility for negligence and for
the accounting of all property, monies, or securities of the
corporation which may come into his or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any
limitation contained in the Articles of Incorporation or these
Bylaws, the president or any vice president or the general
manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument
authorized in writing by the Board of Directors. The Board of
Directors may, subject to any limitation contained in the in the
Articles of Incorporation or in these Bylaws, authorize in
writing any officer or agent to execute and delivery any contract
or other instrument in the name an behalf of the corporation; any
such authorization may be general or confined to specific
instances.
Section 5.02 Loans. No loans or advances shall be
contracted on behalf of the
corporation, no negotiable Paper or other evidence of its
obligation under any loan or advance shall be issued in its name,
and no property of the corporation shall be mortgaged, pledged,
hypothecated, transferred, or conveyed as security for the
payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to
specific instances.
Section 5.03 Deposits. All monies of the corporation not
otherwise employed shall be
deposited from time to time to its credit in such banks and/or
trust companies or with such bankers or other depositories as the
Board of Directors may select, or as from time to time may be
selected by any officer or agent authorized to do so by the Board
of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts,
acceptances, checks, endorsements,
and, subject to the provisions of these Bylaws, evidences of
indebtedness of the corporation, shall be signed by such officer
or officers or such agent or agents of the corporation and in
such manner as the Board of Directors from time to time may
determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be
in such manner as the Board of Directors from time to time may
determine.
Section 5.05 Bond and Debentures. Every bond or debenture
issued by the corporation
shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary
and sealed with the seal of the corporation. The seal may be a
facsimile, engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer
of the corporation or other trustee designated by the indenture
of trust or other agreement under which such security is issued,
the signature of any of the corporation's officers named thereon
may be a facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture,
should cease to be an officer of the corporation for any reason
before the same has been delivered by the corporation, such bond
or debenture may nevertheless be adopted by the corporation and
issued and delivered as through the person who signed it or whose
facsimile signature has been used thereon had not ceased to be
such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales
transfers, endorsements, and assignments of stocks, bonds, and
other securities owned by or standing in the name of the
corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be
effected by the president, or by any vice president, together
with the secretary, or by any officer or agent thereunto
authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to
shares of other corporations owned by or standing in the name of
the corporation shall be executed and delivered on behalf of the
corporation by the president or any vice president and the
secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in
the corporation shall be entitled to have a certificate, signed
by the president or any vice president and the secretary or
assistant secretary, and sealed with the seal (which May be a
facsimile, engraved printed) of the corporation, certifying the
number and kind, class or series of shares owned by him or her in
the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer
agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such
president, vice president, secretary, or assistant secretary may
be a facsimile. In case any officer who shall have signed, or
whose facsimile signature or signatures shall have been used on
any such certificate, shall cease to be such officer of the
corporation, for any reason, before the delivery of such
certificate by the corporation, such certificate may nevertheless
be adopted by the corporation and be issued and delivered as
though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be
such officers. Certificates representing shares of the
corporation shall be in such form as provided by.the statutes of
the state of incorporation. There shall be entered on the share
books of the corporation at the time of issuance of each share,
the number of the certificate issued, the name and address of the
person owning the shares represented thereby, the number and
kind, class or series of such shares, and the date of issuance
thereof. Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of
cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of
the corporation shall be made on
the books of the corporation by the holder of record thereof, or
by his or her attorney thereunto
duly authorized by a power of attorney duly executed in writing
and filed with the secretary of the corporation or any of its
transfer agents, and on surrender of the certificate or
certificates, properly endorsed or accompanied by proper
instruments of transfer, representing such shares. Except as
provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of
record of any such stock 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 shares on
the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of
this Article VI and of the Articles of Incorporation, the Board
of Directors may make such rules and regulations as they deem
expedient concerning the issuance, transfer, redemption, and
registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place
of Business. A share book
(or books where more than one kind, class, or series of stock is
outstanding) shall be kept at the principal place of business of
the corporation, or at such other place as the Board of Directors
shall determine, containing the names, alphabetically arranged,
of original shareholders of the
corporation, their addresses, their interest, the amount paid on
their shares, and all transfers thereof and the number and class
of shares held by each. Such share books shall at all reasonable
hours be subject to inspection by persons entitled by law to
inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of
Directors may appoint one or
more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may
require all such certificates to bear the signature of either or
both. The Board of Directors may from time to time define the
respective duties of such transfer agents and registrars. No
certificate for shares shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation
had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for
such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record
Date.
(a) The Board of Directors shall have power to close the
share books of the corporation for a period of not to exceed 50
days preceding the date of any meeting of shareholders, or the
date for payment of any dividend, or the date the allotment of
rights, or capital shares shall go into effect, or a date in
connection with obtaining the consent of shareholders for any
purpose.
(b) In lieu of closing the share transfer books as
aforesaid, the Board of Directors may fix in advance a date, not
exceeding 50 days preceding the date of any meeting of
shareholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the date when any change or
conversion or exchange of capital shares shall go into effect, or
a date in connection with obtaining any such consent, as a record
date for the determination of the shareholders entitled to a
notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend, or
to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital
stock, or to give such consent.
(c) If the share transfer books shall be closed or a record
date set for the purpose of
shareholders entitled to notice of or to vote at a meeting oi
shareholders. such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such
meeting.
Section 6.07 Lost or Destroyed Certificates. The
corporation may issue a new certificate
for shares of the corporation of any certificate theretofore
issued by it, alleged to have been
lost or destroyed, and the Board of Directors may, in its
discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the
corporation a bond in such form and amount as the Board of
Directors may direct, and with such surety or sureties as may be
satisfactory to the board, to indemnify the corporation and its
transfer agents and registrars, if any, against any claims that
may be made against it or any such transfer agent or registrar on
account of the issuance of such new certificate. A new
certificate may be issued without requiring any bond when, in the
judgment of the Board of Directors, it is proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on
Dissenter's Rights. To the
extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the
conduct of business, the ownership of assets, the residence of
shareholders, the location of offices or facilities, or any other
item, the corporation elects not to be governed by the provisions
of any statute that (i) limits, restricts, modified, suspends,
terminates, or otherwise affects the rights of any shareholder to
cast one vote for each share of common stock registered in the
name of such shareholder on the books of the corporation, without
regard to whether such shares were acquired directly from the
corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the
exercise of voting power over any specific fraction of the shares
of common stock of the corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock
redeemed or purchased by the corporation or any other shareholder
on the acquisition by any person or group of persons of shares of
the corporation. In particular, to the extent permitted under
the laws of the state of incorporation, the corporation elects
not to be governed by any such provision, including the
provisions of the Nevada Control Share Acquisitions Act, Sections
78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or
any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may
designate and executive committee and such other committees as
the Board of Directors may deem appropriate, each of which
committees shall consist of two or more directors. Members of
the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of
Directors; provided, however, that at any time the Board of
Directors may abolish or reconstitute the executive committee or
any other committee. Each member of the executive committee and
of any other committee shall hold office until his or her
resignation or removal in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between
meetings of the Board of Directors, the executive committee shall
have and may exercise all powers of the Board of Directors in the
management of the business and affairs of the corporation,
except for such powers as by law may not be delegated by the
Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such
other committees as may be designated hereunder by the Board of
Directors, may fix its own presiding and recording officer or
officers, and may meet at such place or places, at such time or
times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its
proceedings and shall report such proceedings to the Board of
Directors at the meeting of the Board of Directors next
following.
Section 7.04 Quorum and Manner of Acting. At all meetings
of the executive committee, and of such other committees as may
be determined hereunder by the Board of Directors, the
presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the members present at any
meeting at which a quorum is present shall be the act of such
committee. The members of the executive committee, and of such
other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual
members thereof shall have no powers as such.
Section 7.05 Resignations. Any member of the executive
committee, and of such other committees as may be designated
hereunder by the Board of Directors, may resign at any time by
delivering a written resignation to either the president, the
secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have
been appointed and shall be in office. Unless otherwise
specified herein, such resignation shall take effect on delivery.
Section 7.06 Removal. The Board of Di-rectors may at any
time remove any member of the executive committee or of any other
committee designated by it hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the
executive committee or of any other committee designated by the
Board of Directors hereunder, by reason of disqualification,
death, resignation, removal, or otherwise, the remaining members
shall, until the filling of such
vacancy, constitute the then total authorized membership of the
committee and, provided that two or more members are remaining,
continue to act. Such vacancy may be filled at any meeting of
the Board of Directors.
Section 7.08 Compensation. The Board of Directors may allow
a fixed sum and expenses of attendance to any member of the
executive committee, or of any other committee designated by it
hereunder, who is not an active salaried employee of the
corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The
corporation shall have the power
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action,
or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or
was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation.
partnership, joint venture, trust, or other enterprise, against
expenses (including attorneys' fees) judgments, fines, and
amounts paid in settlement actually and reasonably incurred by
him or her in connection with any such action, suit or
proceeding, if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful. The termination of any action, suit,
or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had
reasonable cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The
corporation shall have the power
to indemnify any person who was or is is a party or is threatened
to be made a party to any threatened, pending, or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he or she is or
was a director, officer, employee, or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation,
partnership joint venture, trust, or other enterprise, against
expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit, if be or she acted in good
faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the corporation, except that
no indemnification shall be made in respect of any claim, issue,
or matter as to which such a person shall have been adjudged to
be liable for negligence or misconduct in the performance of his
or her duty to the corporation, unless and only to the extent
that the court in which the action or suit was brought shall
determine on application that, despite the adjudication of
liability but in view of all circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director,
officer, employee, or agent of
the corporation has been successful on the merits or other-wise
in defense of any action, suit, or proceeding referred to in
Sections 8.01 and 8.02 hereof, or in defense of any claim, issue,
or matter therein, he or she shall be indemnified against
expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Any other
indemnification under Sections 8.01 and 8.02 hereof, shall be
made by the corporation upon a determination that indemnification
of the officer, director, employee, or assent is proper in the
circumstances because be or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors
by a majority vote of a quorum consisting of directors who were
not parties to such action, suit, or proceeding; or (ii) by
independent legal counsel on a written opinion; or (iii) by the
shareholders by a majority vote of a quorum at any meeting duly
called for such purpose.
Section 8.04 General Indemnification. The indemnification
provided by this Section shall
not be deemed exclusive of any other indemnification granted
under any provision of any statute, in the corporation's Articles
of Incorporation, these Bylaws, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in
his or her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who
has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of the heirs and legal representatives
of such a person.
Section 8.05 Advances. Expenses incurred in defending a
civil or criminal action, suit, or proceeding as contemplated in
this Section may be paid by the corporation in advance of the
final disposition of such action, suit, or proceeding upon a
majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,
officers, employee, or agent to repay such amount or amounts
unless if it is ultimately determined that he or she is to agent
to indemnified by the corporation as authorized by this Section.
Section 8.06 Scope of Indemnification. The indemnification
authorized by this Section shall apply to all present and future
directors, officers, employees, and agents of the corporation and
shall continue as to such persons who ceases to be directors,
officers, employees, or agents of the corporation, and shall
inure to the benefit of the heirs, executors, and administrators
of all such persons and shall be in addition to all other
indemnification permitted by law.
8.07. Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director,
employee, or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust, or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the
corporation would have the power to indemnify him or her against
any such liability and under the laws of the state of
incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and
the corporation may pay, dividends on its outstanding shares in
the manner and on the terms and conditions provided by the
Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board
of Directors or the shareholders, shall be subject to amendment,
alteration, or repeal, and new Bylaws may be made, except that:
(a) No Bylaws adopted or amended by the shareholders shall
be altered or repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board of Directors
which shall require more than a majority of the voting shares for
a quorum at a meeting of shareholders, or more than a majority of
the votes cast to constitute action, by the shareholders, except
where higher percentages are required by law; provided, however,
that (i) if any Bylaw regulating an impending election of
directors is adopted or amended repealed by the Board of
Directors, there shall be set forth in the notice of the next
meeting of shareholders for the election of directors, the Bylaws
so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration
or repeal of this Article XI shall be made except by the
shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the
secretary of Quazon Corp., a corporation duly organized and
existing under and by virtue of the laws of the State of Nevada;
that the above and foregoing Bylaws of said corporation were duly
and regularly adopted as such by the Board of Directors of the
Corporation at a meeting of the Board of Directors, which was
duly regularly held on the 7th day of November, 1997, and that
the above and foregoing Bylaws are now in full force and effect.
DATED THIS 7th day of November, 1997.
_____________________________
Diane Reed, Secretary
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<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE QUAZON CORP. FINANCIAL STATEMENTS
FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 2,884
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,884
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,884
<CURRENT-LIABILITIES> 10,823
<BONDS> 0
0
0
<COMMON> 3,991
<OTHER-SE> 1,847,740
<TOTAL-LIABILITY-AND-EQUITY> 2,884
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 16,709
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 583
<INCOME-PRETAX> (17,292)
<INCOME-TAX> 0
<INCOME-CONTINUING> (17,292)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (17,292)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
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