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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) of the Securities Exchange Act of 1934
Oleramma, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 86-0931332
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
10801 E. Grove Street, Apache Junction, Arizona 85220
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(Address of principal executive offices) (zip code)
(602) 984-8446 (PHONE) (602) 380-5670 (FAX)
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Issuer's Telephone and Fax Number
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
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- -------------------------- --------------------------------
Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
3,767,200 issued and outstanding as of April 3, 1999.
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FORWARD LOOKING STATEMENTS
Oleramma, Inc., a developmental stage company ("Oleramma, Inc," or
the "Company") cautions readers that certain important factors may
affect the Company's actual results and could cause such results to
differ materially from any forward-looking statements that may be deemed
to have been made in this Form 10-SB or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in the
Form 10-SB that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "plans," or "continue" or the negative or other
variations thereof or comparable terminology are intended to identify
forward-looking statements. Factors that may affect the Company's results
include, but are not limited to, the Company's limited operating history,
its ability to produce additional products and services, its dependence on
a limited number of customers and key personnel, its possible need for
additional financing, its dependence on certain industries, and competition
from its competitors. With respect to any forward-looking statements
contained herein, the Company believes that it is subject to a number of
risk factors, including: the length of time to develop genetically
engineered Yuma cotton seeds, marketing said product, other companies may
be pursing the development of a similar genetically engineered Pima cotton
seed, and the Company's ability to implement its product strategies to
develop its business in emerging markets; competitive actions; and, general
economic and business conditions. Any forward-looking statements in this
report should be evaluated in light of these important risk factors. The
Company is also subject to other risks detailed herein or set forth from
time to time in the Company's filings with the Securities and Exchange
Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I ......................................................... 4
Item 1. Description of Business.................................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................ 12
Item 3. Description of Property.................................. 13
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 14
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 15
Item 6. Remuneration of Directors and Executive
Officers................................................. 16
Item 7. Interest of Management and Others in Certain
Transactions............................................. 16
Part II ......................................................... 17
Item 1. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters.............. 17
Item 2. Legal Proceedings........................................ 18
Item 3. Recent Sales of Unregistered Securities.................. 18
Item 4. Description of Securities................................ 18
Item 5. Indemnification of Directors and Officers................ 19
Part F/S ......................................................... 20
Item 1. Financial Statements..................................... 20
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure..................... 20
Part III ........................................................ 22
Item 1. Index to Exhibits....................................... 22
Item 2. Description of Exhibits................................ 22
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Part I
Item 1. Description of Business
A. Business Development, Organization and Acquisition Activities
Oleramma, Inc., a developmental stage company, hereinafter referred to
as "the Company", was organized by the filing of articles of incorporation
with the Secretary of State of the State of Nevada on September 21, 1998.
The original articles of the Compa ny authorized the issuance of twenty
million (20,000,000) shares of Common Stock at par value of $0.001 per
share and five million (5,000,000) shares of Preferred Stock at par value
of $0.001.
The Registrant was incorporated on September 21, 1998, in the state of
Nevada under the name Oleramma, Inc. (hereinafter the "Registrant" or the
"Company"). In connection with its formation, a total of 3,000,000 shares
of its common stock were issued to the founder of the Company. In
February, 1999, the Company sold Seven Hundred Sixty-seven Thousand Two
Hundred (767,200) shares of its common stock in connection with a public
offering at a price of $0.05 per share. The public offering was registered
with the Nevada Securities Division. The Company was issued a permit to
sell securities to the public in the State of Nevada from the Nevada
Securities Division on February 19, 1999 pursuant to Nevada Revised Statutes
Chapter 90.490. This offering was made in reliance upon an exemption from
the registration provisions of Section 5 of the Securities Act of 1993,
as amended, pursuant to regulation D, Rule 504, of the Act. On September
22, 1998, the Company's founding shareholder purchased 3,000,000 shares of
the company's authorized but unissued treasury stock for cash and assets.
Additionally, the Company sold Thirty-eight Thousand Three Hundred Sixty
Dollars ($38,360) or Seven Hundred Sixty-seven Thousand Two Hundred (767,200)
shares of the Common Stock of the Company during the Offering to
approximately fifty-seven (57) shareholders in the State of Nevada.
The offering was closed February 28, 1999. As of February 28, 1999, the
Company has three million seven hundred sixty seven thousand two hundred
shares (3,767,200) shares of its $0.001 par value common voting stock issued
and outstanding which are held by approximately fifty-eight (58)
shareholders of record. The Company is a developmental stage company, which
plans to develop a genetically engineered Pima cotton seed, with a virus
fatal to the bollworm. This process is still being developed with other
varieties of cotton. Unlike other varieties of cotton, Pima cotton is a
fine, lustrous fiber. It produces the longest cotton fiber and is the
least plentiful and most difficult to grow, based on soil, climate, and
infestations. The fibers from Pima cotton are used mainly for fine fabrics,
yarns, and hosiery.
It is the Company's intention to enter the marketplace as the first
genetically engineered Pima cotton, which is genetically superior in
combating infestations. Pima cotton is a cotton species, which represents
a small percent of the total cotton grown in the U.S. Uphold cotton
dominates the market. Therefore, most genetic engineering research and
development is being performed with Uphold cotton. However, there are no
assurances or guarantees that other company may enter the marketplace with
a similar product beforehand.
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B. Business of Issuer
1) Principal Products and Principal Markets
Oleramma, Inc. was incorporated to transact any lawful business. The
Company intends to develop a genetically engineered type of Pima cotton seed
with a gene that contains a virus fatal to the pink bollworm, a leaf-munching
pest that can destroy cotton fields. The Company has been unable to find
any similar product on the market.
Scientists have identified 39 species of cotton plants. There are basically
three large groups of cotton fibers which are cultivated. These three large
groups are classified based on staple length (average length of the fibers
comprising a sample or bale of cotton) and appearance. The first group
includes the fine, lustrous fibers with staple length ranging from about
2.5 to 6.5 cm (1 to 2.5 inches) and includes types of the highest quality,
e.g., Sea Island, Egyptian, American-Egyptian and Pima cottons. This group
is least plentiful and most difficult to grow, based on soil, climate, and
infestations. These long-staple cottons are costly and are used mainly for
fine fabrics, yarns, and hosiery. The second group contain the standard
medium-staple length from about 1.3 to 3.3 cm (0.5 to 1.3 inches), e.g.,
Uphold. The third group includes the short-staple, coarse cottons, ranging
from and 1 to 2.4 cm (0.375 to 1 inch) in length, used to make carpets and
blankets, to make coarse and inexpensive fabrics, and in blends with other
fibers.
Pima cotton generally is planted by early May with most of it harvested
from mid-October to mid-December. Utilizing controlled climate and
greenhouse conditions, this process can be accelerated to a small degree.
Therefore, it will take some time, to develop a genetically engineered seed.
It is the Company's intention to enter the marketplace as the first
genetically engineered Pima cotton, which genentically contains toxins to
combat infestations. Pima cotton is a cotton species which represents
a small percent of the total cotton grown in the U.S. Uphold cotton
dominates the market. Therefore, most genetic engineering research and
development is being performed with Uphold cotton. However, there are no
assurances or guarantees that another company will enter the marketplace
with a similar product beforehand. If this should happen, it would
severely limit any earnings potential for Oleramma, Inc.
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(2) Status of Products and Services
The Company has limited operating history. The company was organized on
September 21, 1998. Activities to date have been limited primarily to
organization, initial capitalization, finding an appropriate operating
facility in Arizona, and commencing with initial operational plans.
As of February, 1999, the company had developed a business plan, and
established a research facility.
The Company's president and CEO, Rick Jesky, owned and operated a sole
proprietorship horticulture nursery named Oleramma Nursery in Arizona
from 1989 to 1993. Prior to that, he had 10 years experience as a teacher
in the Arizona public school system.
To date, the Company has taken the following initiatives and steps in order
to further its operations and continues to execute its business plan:
a) The Company has leased a former nursery facility from its President and
CEO to conduct its operations. This lease arrangement to rent these nursery
facilities is included as an Exhibit with this Filing. If the Company can
develop such a basic seed, at that time, the Company would need to rent
larger facilities or sell off this hybrid cotton seed to seed operators who
can prorogate these seeds.
b) The Company was issued a permit to sell securities to the public in the
State of Nevada on February 19, 1999 pursuant to Nevada Revised Statues
Chapter 90.490. This offering was made in reliance upon an exemption from
the registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to regulation D, Rule 504, of the Act.
c) Through this offering, the Company raised $38,360 to begin its product
development efforts.
d) The Company intends on working with the USDA in order to obtain a
Certificate of Invention if it is successful in developing this genetically
engineered cotton seed and is familiar with this process.
e) If the Company can develop such a seed, at that time, the Company would
need to rent larger facilities or sell off this hybrid cotton seed to seed
operator who can prorogate these seeds.
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(3) Research and Development Activities
Research and development activities for genetic engineering begin with basic
techniques for gene manipulation which involve: (1) the isolation
of a specific deoxyribonucleic acid (DNA) molecule(s) to be replicated as
the passenger DNA; (2) the joining of this DNA with a DNA vector, also known
as a vehicle or a replicon, capable of autonomous replication in a cell after
foreign DNA has been inserted into it; and, (3) the transfer, via
transformation or transfection, of the recombinant molecule into a suitable
host.
A variety of genetically engineered products have come to be used in
agriculture. Some plants have been given genes from a bacterium, enabling
them to make a poison that destroys pest insects without harming useful
insects or other animals. Other crops have received genes that make them
resistant to herbicides, chemicals sprayed on crops to kill weeds.
According to the U.S. Department of Agriculture, thirty (30) percent of U.S.
cotton fields are utilizing some form of a genetically engineered cotton
seed.
Cotton plants offer many practical benefits of genetic engineering. Genes
can be moved from one kind of plant to another in order to improve a desired
crop characteristic, e.g., the deterrence of the bollworm. So far, only
single-gene traits can be manipulated; multigenic traits such as yield or
nitrogen fixation are still too complex to submit with current technology.
The cloning vehicle that has the greatest potential for engineering new
plant varieties is the Ti plasmid. This plasmid was originally isolated
from "Agrobacterium tumefaciens", a bacterium that causes tumors to form on
many varieties of plants. Agrobacterium is a gram-negative bacteria that
lives in soil and causes crown gall disease in plants, evidenced by the
growth of tumors on the trunks and sometimes the roots of plants. The
pathogenicity of the organisms is due to the presence of a bacterial PLASMID,
called the Ti plasmid, that can be transferred to the plant cells from the
bacteria. The plasmid contains genes that direct the plant cells to make
nutrients useful for bacteria and gene products that interfere with normal
plant cell growth and division. Therefore, the Company hopes to genetically
alter this Ti plasmid so that pieces of foreign DNA can be inserted in it as
specific restriction enzyme recognition sites. The Ti plasmid can then be
used to transfer desirable genes into the chromosomes of the cotton plant
cells.
To accomplish this, biochemical techniques are utilized, involving special
enzymes, to break the DNA strand at chosen points, insert new segments, and
"stitch" the strand back together again. The result, known as recombinant
DNA, is DNA that incorporates extra segments bearing genes it had not
previously contained.
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Insertion of genes into different organisms is made much easier by the
existence of bacterial plasmids, small circles of DNA which are much smaller
than the bacterial chromosome. Using hericide enzymes, genes can be
inserted from one organism into a bacterial plasmid, then inserted into the
recombinant plasmid which is placed in the cotton seed, where it will
hopefully direct the synthesis of the desired proteins.
It is the Company's goal to engineer Pima cotton so it produces its own
insecticide. Utilizing the science described above, the Company hopes to
research and develop a bacteria gene into Pima cotton, where the cotton will
produce its own toxins which will kill off any bollworms which decide to
attack it. Other varieties of cotton (e.g. Upland) have had some success,
utilizing these techniques to reduce infestations.
The Company plans to utilize standard techniques in transfering Ti plasmid
combined with a an insecticide protein to create a foreign DNA which would
help the Pima cotton resist infestations. The first approach is a common
process for the transfer of recombinant DNA into the cells or protoplasts of
plants. The process consists of infecting the plants or plant cells, or
incubating protoplasts from the plants with Agrobacterium bacteria which
contain in their genetic material an insecticidal protein fragment, wherein
said insecticidal is integrated into the chromosome of the Agrobacterium
prior to the infecting or incubating step. The second approach, which is
not as widely used, is the utilization of genetic fragmentation.
Microscopic metal fragments are coated with the foreign DNA and are then
shot into the plant cells, penetrating the cell walls. With this technique,
some of the cells retain the DNA and are transformed by it. Those cells can
then be cultured and used to regenerate an entire plant.
Genes placed in the plant genome via either method may be transmitted
sexually, via seeds, to the next generation, or they could also be propagated
asexually, if desired.
The Company plans to utilize the plant cell culture techniques, to develop a
genetically engineered Pima cotton plant, to resist infestations. Genetic
engineering using the Ti plasmid can produce results that could not be
produced by traditional methods of plant breeding and selection. There are
no assurances that the Company will be successful in utilizing this process
with Pima cotton. If these research and development activities are not
successful, the Company will not be able to continue in business.
(4) Employees
The Company currently has two (2) employees: one President and one Secretary.
All of the research and development will be the responsibility of the
President of the Company, who has experience in the horticulture field.
Therefore, until the Company can develop a hybrid Pima cotton seed, if even
possible, the Company has no intention at this time to add employees.
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(5) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws
which would affect its operations. The Company plans to use the former
horticulture nursery facilities of the Company's president to conduct its
research in the potential development of this hybrid cotton seed.
(6) Year 2000 Issue
The Company's business does not currently utilize any electronic processing
systems and therefore is not directly at risk for having systems that will
not recognize the Year 2000 ("Y2K") or treat any date after December 31, 1999
as a date during the twentieth century. However, no assurances can be given
that the Company will be able to avoid all Y2K problems, especially those
that might originate with third parties with whom the Company transacts
business, such as financial institutions, and the Company has not undertaken
any investigation to determine the Y2K readiness of such parties. If the
Company, or any third party with whom the Company does business were to have
a Y2K problem, the business of the Company could be disrupted and the
Company's financial condition and results of operations could be materially
adversely affected.
(7) The Industry and Potential Effect on the Company's Plan of Operation
Pima cotton was first introduced in the U.S. in 1903, when U.S. Department
of Agriculture researches noted similarities between Egypt's Nile Valley and
Arizona's Salt River Valley. They planted several varieties of extra long
staple Egyptian cotton at a research farm in Sacaton, where members of the
Pima Indian Tribe helped cultivate the first crops. Pima cotton is a crop
whose silky, extra-long fibers are prized worldwide for use in fine shirts,
luxurious undergarments and high-end linens.
In the late-1980's, there were 245,000 acres planted with Pima cotton in
Arizona, according to the Arizona Agricultural Statistics Service. In 1998,
Arizona farmers planted only 13,000 acres of Pima cotton, down 9,000 acres
from last year. Due to insect infestation with Pima cotton, farmers have
shifted production to Upland cotton. Upland cotton fetches lower prices,
but offers lower costs to grow and higher yields. Today, no more than 50 to
100 farmers are growing Pima cotton in Arizona, compared with 300-400 at its
height. Researchers have developed varieties of the more common Upland
cotton that resist the destructive bollworm. Resistant varieties of Pima
cotton have yet to be developed. To the knowledge of the Company, little
progress has been made in developing a resistant variety of Pima cotton;
however, this does not mean that independent research is not taking place.
The methods to develop a resistant variety of Pima cotton as to be employed
by the Company are well known in the scientific community. These scientific
methods are being developed with other varieties of cotton. Since Pima
cotton represents a small share of the total cotton market, it is the
Company's hope that other researchers are not trying to develop a resistant
variety of Pima cotton. If the Company is second on the market with an
insect resistant Pima cotton, this will limit any market potential and
adversely affect the future for the Company.
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(8) Pima Cotton Market
The Pima cotton crop represents $271 million-a-year industry. According to
the U.S. Department of Agriculture, California now produces 80 percent of
American Pima cotton, Arizona, along with parts of Texas and New Mexico,
account for the rest. Growers export 80 percent of American Pima cotton to
manufacturers in Asia and Europe. The total value of the U.S. Cotton crop
is approximately $6.5 billion.
Pima cotton is a fine, lustrous fiber with a staple length ranging from about
2.5 to 6.5 cm (1 to 2.5 inches) and includes types of the highest quality
cotton grown in the world. Pima cotton is difficult to grow, based on soil,
climate, and infestations. Cotton farmers who have the right soil and
climate conditions are therefore faced with infestation problems.
The U.S. is the second largest producer of cotton, and China leads the world
in cotton production. Genetic engineering is taking over cotton more swiftly
than any other crop. In 1995, no commercial cotton was genetically modified;
in 1998, more than 30 percent of 12 million acres in the U.S. will be planted
with altered seeds. The genetically engineered cotton seeds are generally
found in the Uphold species. Pima cotton has yet to be genetically
engineered.
California, which did not even plant with Pima cotton until 1897, now
dominates the $271 million-a-year industry, according to the USDA.
California now produces eighty (80) percent of American Pima cotton.
Arizona, along with parts of Texas and New Mexico, account for the rest.
Growers export eighty (80) percent of American Pima cotton to manufacturers
in Asia and Europe.
Cotton prices in the U.S. have historically remained in a tight range.
Production costs remain staggeringly high, i.e., on average it costs cotton
farmers $500 an acre, compared to $200 for corn. And, yields are not
increasing. Nationwide, cotton planting is down by one-fourth. Genetic
engineering is viewed, by scientists, as a means to reverse cotton's decline.
Insect resistance can slash the use of costly insecticides that kill worms
and in so doing benefit the environment. For example, the average cotton
farmer, according to the USDA, utlizes insecticides on their cotton crop
ten (10) times before it is harvested. If a genentic cotton crop could be
developed which reduces the use of insecticides, this would lower farm
production cost and increase the profit per acre.
The Company's management believes there is a void in the marketplace for
insect resistant Pima cotton. The Company hopes to develop this hybrid
cotton plant.
(9) Customers
Cotton represents the largest agricultural crop in Arizona. In recent years,
Arizona cotton farmers have shifted from growing Pima cotton to Upland
cotton, because of the fact that Pima cotton has been having a problem with
insect infestation. As stated, cotton farmers in California produce eighty
(80) percent of Pima cotton, followed by Arizona, Texas, and New Mexico.
These cotton farmers purchase the bulk of their cotton seeds through a
handful of seed distributors. These cotton farmers would represent the bulk
of the potential Pima cotton seed business.
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(10) Raw Materials and Suppliers
The Company plans to utilize widely available Pima cotton seeds, which will
hopefully be developed into a genetically engineered Pima cotton seed through
genetic engineering utilizing the soil bacterium insecitides.
(11) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, and Labor Contracts
If the Company can develop a hybrid Pima seed, it will file for a proprietary
agriculture Certificate with the USDA. Certificates of protection are issued
by the Plant Variety Protection Office of the USDA, for new distinct, uniform
and stable varieties of sexually reproduced or tuber propagated plants. Each
certificate certifies that the breeder has the right, during the term of the
protection, to prevent others from selling the variety, offering it for sale,
reproducing it, importing it, conditioning it, stocking it, or using it in
producing a hybrid or different variety from it, as provided by the Act.
Applications for a certificate for plant variety protection and their
contents shall be kept in confidence by the Plant Variety Protection Office,
by the Board, and by the offices in the Department of Agriculture to which
access may be given under regulations. No information concerning the same
shall be given without the authority of the owner, unless necessary under
special circumstances as may be determined by the Secretary of the USDA,
except that the Secretary may publish the variety names designated in
applications, stating the kind to which each applies, the name of the
applicant, and whether the applicant specified that the variety is to be
sold by variety name only as a class of certified seed. (7 U.S.C. 2426).
(12) Regulation
The Company will be conducting its research at a former horticulture nursery,
which is owned by the Company's president and CEO. It is his responsibility
to ensure all regulations are followed for the various federal, state and
locals laws that would affect the Company's business. The Company is also
subject to laws and regulation with respect to minimum wage, overtime and
other working conditions, discriminatory practices and accommodations of
persons with disabilities.
(13) Present Licensing Status
None -- Not Applicable.
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Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately seven month operating period ended February
28, 1999, the Company incurred a net loss of $7,272.00 and a negative cash
flow of $7,242 from operations. It has yet to receive any revenues from
operations. An original stock offering was made pursuant to Nevada Revised
Statues Chapter 90.490. This offering was made in reliance upon an exemption
from the registration provisions of Section 5 of the Securities Act of 1993,
as amended, pursuant to Regulation D, Rule 504, of the Act. On September 22,
1998, founding shareholders purchased 3,000,000 shares of the Company's
authorized but unissued treasury stock for cash and assets. Additionally,
the Company sold Thirty-eight Thousand Three Hundred Sixty Dollars ($38,360),
767,200 shares of the Common Stock of the Company, during the Offering to
approximately fifty-eight (58) shareholders in the State of Nevada. The
offering was closed February 28, 1999. As of February 28, 1999, the
Company has three million seven hundred and sixty-seven thousand two hundred
(3,767,200) shares of its $0.001 par value common voting stock issued and
outstanding which are held by approximately fifty-nine (59) shareholders of
record, including the company's founder. Management fully anticipates that
the proceeds from the sale of all of the Common Shares sold in the offering
delineated above will be sufficient to provide the Company's capital needs
for the next twelve (12) months. The Company currently has no
arrangements or commitments for accounts and accounts receivable financing.
There can be no assurance that any such financing can be obtained or, if
obtained, that it will be on reasonable terms.
Oleramma, Inc. is a developmental stage company. It does not anticipate any
revenues until it can develop a specialized hybrid Pima cotton seed, if ever.
Additionally, to develop this type of hybrid Pima cotton seed, it can take
eighteen (18) to twenty-four (24) months, if no problems occur in the
development process. In addition, it is likely that problems will occur in
this development process. Even if the Company is successful in developing
this hybrid cotton seed, it will take additional time to prorogate the seed
for commercial use. The Company may elect to sell-off its technology if they
can develop a hybrid Pima cotton seed. Therefore, the Company does not
anticipate any revenues for at least twenty-four (24) months, if at all. At
the same time, other companies could be developing a similar product,
if they enter the market first, this would dramatically curtail any earning
potential for the Company. A superior competitive product could force the
Company out of business.
(2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of its
securities to the public.
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(3) Management believes that the Company's future revenues and success
will be entirely dependent of its ability to develop a hybrid Pima cotton
seed. As such, the Company plans to devote substantially all of its current
resources to research and development. As of February 28, 1999, the Company
has yet to incur any research and development costs. However, during the
fiscal and calendar year ending December 31, 1999, the Company plans to incur
research and development expenses of approximately $10,000 with respect to
the development of the Pima cotton seed. This research and development is
described in Item 1 of this registration statement under Research and
Development Activities. The cost of such activities is not expected to be
borne by any of the Company's potential customers.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management does not anticipate any significant changes in the number of
its employees over the next approximately twelve (12) months.
B. Segment Data
As of February 28, 1999, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 10801 E. Grove, Apache
Junction, AZ 85220.
The Company has signed a lease with its President and CEO, owner of the
property where the corporate headquarters are located to utilize these
facilities at a cost of approximately $1,000.00 per month. The property
consists of one thousand (1,000) square foot research lab; and, forty-two
thousand (42,000) square feet of land, all of which was formerly used as a
horticulture nursery, to conduct its operations.
Management believes that this is currently suitable as the main
administrative office and research facilities for the next twenty-four
(24) months. The Company does not have any additional facilities, and there
are currently no proposed programs for the renovation, improvement or
development of the properties currently being leased by the Company.
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B. Investment Policies
Management of the Company does not currently have policies regarding the
acquisition or sale of assets primarily for possible gain or primarily for
income. The Company does not presently hold any investments or interests in
real estate, investments in real estate mortgages or securities of or
interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Others and Certain Security
Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information concerning stock ownership of
(i) each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person known by the
Company to own beneficially more than ten percent (10%) of the Common Stock.
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ ---------------- --------- --------- -------
<S> <C> <C> <C> <C>
Common Rick Jesky (1) Chaiman; CEO 3,000,000 79.63%
n/a Linda Pike Secretary 0 0.0
- ------------------------------------------------------------------------
Directors & Officers 3,000,000 79.63%
and Directors as a Group (2 Persons)
</TABLE>
(1) c/o Oleramma, Inc., 10801 E. Grove, Apache Junction, AZ 85220.
B. Persons Sharing Ownership of Control of Shares
No person other than Rick Jesky owns or shares the power to vote ten
percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
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Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ---------- ---- -----------------------------------------------------------
<S> <C> <C>
Rick Jesky 49 President, Chief Executive Officer, Chief Financial Officer
and Director
Linda Pike 48 Secretary and Director
</TABLE>
B. Family Relationships
None - Not Applicable
C. Work Experience
The company is managed and led by Rick Jesky, who has four years experience
in the nursery business. Rick Jesky was born in Chicago, Illinois. He has
a BA Degree from University of Phoenix, and a MA Degree from Northern
Arizona University. Rick Jesky has sixteen years as an educator in the
State of Arizona. He has six years experience as a General Manager for a
major Phoenix nightclub/restaurant. He is still working as an educator
with Superior Court of Arizona, Pinal County. He was the founder and sole
proprietor of Oleramma Nursery. He successfully developed and propagated an
Oleander plant which won a Blue Ribbon at the 1992 Arizona State Fair. His
background has been with Oleander and desert plants. He has been a member of
the Arizona Nursery Association since 1991. As President and CEO of
Oleramma, Inc., Rick Jesky has organized and formed the company to clone and
genetically engineer Pima cotton seeds. It should be noted that he
has limited experience in working with cotton seeds, his horticulture
background has focused on Oleander and desert plants.
Linda Pike, Corporate Secretary for Oleramma, Inc. was born in Reten,
New Mexico. She is graduate from McClintock H.S., Tempe, AZ. She has a
solid financial background with Wells Fargo Bank for the past two years,
where she has worked as a Land Analyist. Previously, she worked for First
Interstate Bank, as Brank Connection supervisor, for seventeen (17) years,
until this bank was acquired by Wells Fargo Bank. She is Corporate Secretary
and Director of the Company. She has no experience in the horticulture or
nursery business.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years.
(1) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.
(2) No bankruptcy petitions have been filed by or against any business or
property of any director, officer, significant employee or consultant of the
Company nor has any bankruptcy petition been filed against a partnership or
business association where these persons were general partners or executive
officers.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise limited
from involvement in any type of business, securities or banking activities.
15
<PAGE>
(4) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.
Item 6. Remuneration of Directors and Executive Officers
A. Remuneration of Directors and Executive Officers
(1) None -- Not Applicable. Due to the development stage nature of the
Company, the Company's lack of revenues, and the Company's limited financial
resources, the Company is not currently paying any of its officers or
directors for their services to the Company.
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company was
compensated for the period from September 21, 1998 to February 28, 1999 for
any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors are
its current executive officers.
Item 7. Interest of Management and Others in Certain Transactions
The Company entered into a lease on March 1, 1999, with Rick Jesky, the
Company's President, to lease a 1,000 square-foot building for research
facilities and 40,000 acres of land for the cotton growth experiment, for
approximately $1,000.00 per month. A copy of this lease has been included
as an exhibit to this registration statement.
Because of the development stage nature of the Company and its relatively
recent inception, September 21, 1998, the Company has no other relationships
or transactions.
16
<PAGE>
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Stockholder Matters
A. Market Information
The Common Stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has been
no trading market to date. At this time, management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the after market for
the Company's securities, but the Company may initiate such discussions in
the future following receipt of an effective date for this Registration
Statement. Being a start-up company, there is no fiscal history to disclose.
There is currently no Common Stock which is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's common
stock. Additionally, there is currently no common stock of the Company which
could be sold under Rule 144 under the Securities Act of 1933, as amended, or
that the registrant has agreed to register for sale by security holders.
Also, there is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a
material effect on the market price of the issuer\rquote s common equity.
B. Dividends
The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.
C. Holders
As of February 28, 1999, the Company has approximately 58 stockholders of
record. Broker-dealer practices in connection with transactions in "Penny
Stocks" are regulated by certain penny stock rules adopted by the Securities
and Exchange Commission. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system). The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the
risk associated with the penny stock market. The broker-dealer must also
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock, the
broker-dealer must make a written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. When the Registration
Statement becomes effective and the Company's securities become registered,
the stock will likely have a trading price of less than $5.00 per share and
will not be traded on any exchanges. Therefore, the Company's stock will
become subject to the penny stock rules and investors may find it more
difficult to sell their securities, should they desire to do so.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as
the Company may determine to be appropriate or as may be required by law.
Upon the effectiveness of this Registration Statement, the Company will be
required to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
17
<PAGE>
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is: Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D,
Las Vegas, Nevada 89120, (702)-361-3033.
Item 2. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it
have knowledge of any threatened litigation.
Item 3. Recent Sale of Unregistered Securities
On September 22, 1998, the Company issued 3,000,000 shares to the one founder
of the Company which were fully paid for and non-assessable. These shares
were issued by the Company under Section 4(2) of the Securities Act of 1933.
On February 19, 1999, the Company received a Notice of Effectiveness for
a public offering of securities from the Secretary of State, Securities
Division, State of Nevada. On February 28, 1999, the Company completed this
public offering of shares of Common Stock of the Company pursuant to
Regulation D, Rule 504 of the Securities Act of 1933, as amended, whereby it
sold 767,200 shares of Common Stock to approximately 57 unaffiliated
shareholders of record, none of whom were or are officers or directors of
the Company. On or about March 1, 1999, the Company filed five copies, one
of which was an original, of an amended Form D Notice of Sales Pursuant to
Regulation notifying the Securities and Exchange Commission that the
offering was exempt from the registration provisions of Section 5 of the Act
pursuant to Regulation D, Rule 504 of such same Act. As of April 3, 1999,
the Company has 3,767,200 shares of Common Stock held by 58 shareholders of
record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at
such times and in such amounts as the Board of Directors of the Company may
from time to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled
to one vote for each share held of record on all matters submitted to the
vote of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the
shares voting for the election of the directors can elect all the directors.
The board of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder action.
18
<PAGE>
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro-rata all of the assets of the Company available
for distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this registration statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however,
require regulation of beneficial owners of more than 5% of the voting
securities. Stockholders that fall into this category, therefore, may be
subject to fines in circumstances where non-compliance with these
regulations are established.
(b) Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
(c) Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH NDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
19
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Oleramma, Inc.
Page
<TABLE>
<S> <C>
Financial Statements
Report of Barry L. Friedman, P.C., CPA F-1
Balance Sheet as of February 28, 1999 F-2
Statement of Operations for the period from
September 21, 1998 through February 28, 1999 F-3
Statement of Stockholder's Equity for the period from
September 21, 1998 through February 28, 1999 F-4
Statement of Cash Flows for the period from
September 21, 1998 through February 28, 1999 F-5
Notes to Financial Statements F-6
</TABLE>
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time.
d) Proforma Financial Information is not provided at this time as it is not
applicable at this time.
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None--Not Applicable
20
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
February 28, 1999
December 31, 1998
<PAGE>
OLERAMMA
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
<S> <C>
FINANCIAL STATEMENTSS
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7-11
</TABLE>
21
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 Tulita Drive Office (702) 361-8414
Las Vegas, NV 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board of Directors March 22, 1999
Oleramma, Inc.
Apache Junction, Arizona
I have audited the accompanying Balance Sheets of Oleramma, Inc.
(A Development Stage Company), as of February 28, 1999, December 31, 1998,
and the related statements of operations, stockholders' equity and cash
flows for the period January 1, 1999 to February 28, 1999, and September 21,
1998, (inception) to December 31, 1998. These financial statements are the
responsibility of the Company\rquote s management. My responsibility is to
express an opinion of these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the account principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audit provides a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Oleramma, Inc. (A
Development Stage Company), as of February 28, 1999, December 31, 19098,
and the related statements of operations, stockholders' equity and cash
flows for the period January 1, 1999 to February 28, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from
operations and has no established ability to continue as a going concern.
Management's plan in regard to these matters is described in Note #5. These
financial statements do no include any adjustments that might result from the
outcome of this uncertainty.
/s/ Barry L. Friedman
- -------------------------
Barry L. Friedman
Certified Public Accountant
-1-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
February December
28, 1999 31, 1998
--------- ----------
<S> <C> <C>
CURRENT ASSETS: $ 39,134 $ 1,193
TOTAL CURRENT ASSETS: $ 39,134 $ 1,193
OTHER ASSETS:
Organization Costs $ 303 $ 342
TOTAL OTHER ASSETS: $ 303 $ 342
TOTAL ASSETS $ 39,464 $ 1,535
</TABLE>
See accompanying notes to financial statements & audit report
-2-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
BALANCE SHEET
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS\'a6 EQUITY
February December
28, 1999 31, 1998
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #5) $ 360 $ 360
TOTAL CURRENT LIABILITIES: $ 360 $ 360
STOCKHOLDERS' EQUITY: (Note #4)
Preferred stock
Par value $0.001
Authorized 5,000,000 shares
Issued and outstanding at
February 28, 1999 None $ 0 $ 0
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
December 31, 1998 -
3,000,000 shares 3,000
February 28, 1999 -
3,767,200 shares 3,767
Additional Paid-In Capital 42,609 5,016
ACCUMULATED LOSS -7,272 -6,841
TOTAL STOCKHOLDERS' EQUITY $ 39,104 $ 1,175
- ---------------------------------------------------------------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $39,464 $ 1,535
</TABLE>
See accompanying notes to financial statements and audit report
-3-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Jan. 1 Sept 21, Sept 21, 1998
1999, to 1998, to (Inception)
Feb. 28 Dec. 31, to Feb. 28,
1999 1998 1999
<S> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0
EXPENSES:
Accounting $ 0 $ 800 $ 800
Amortization $ 12 $ 18 $ 30
Bank Charges $ 14 $ 23 $ 37
Filing Fees $ 405 $ 0 $ 405
Consulting Fee $ 0 $ 6,000 $ 6,000
TOTAL EXPENSES: $ 431 $ 6,841 $ 7,272
NET PROFIT/LOSS (-) $ -431 $ -6,841 $ -7,272
Net Profit/Loss (-)
per weighted share
(Note 1): $ -.0001 $ -.0023 $ -.0024
Weighted average
Number of common
shares outstanding: 3,013,003 3,000,000 3,004,239
</TABLE>
See accompanying notes to financial statements and audit report
-4-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
September 22,
1998 issued for
cash 3,000,000 $ 3,000 $ 5,016 $ 0
Net loss,
September 21,
1998 (inception)
to Dec. 31, 1998 -6,841
- -----------------------------------------------------------------------
Balance,
Dec. 31, 1998 3,000,000 $ 3,000 $ 5,016 -6,841
Feb 28, 1999
Issued from
Sale of
Public Offering 767,200 767 37,591
Net Loss,
Jan 1, to
Feb 28, 1999 - 431
------ ---------------------------------------------------------
Balance,
Feb 28, 1999 3,767,200 $ 3,767 $ 42,609 $ -7,272
</TABLE>
See accompanying notes to financial statements and audit report
-5-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Jan. 1 Sept 21, Sept 21, 1998
1999, to 1998, to (Inception)
Feb. 28 Dec. 31, to Feb. 28,
1999 1998 1999
---------- ---------- -------------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -431 $ -6,841 $ -7,272
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Amortization +12 +18 +30
Changes in assets and
Liabilities:
Organization Costs 0 -360 -360
Officers Advances 0 +360 +360
--------------------------------------------
Net cash used in
Operating activities: $ -419 $ -6,823 $ -7,242
Cash Flows from
Investing Activities: 0 0 0
Cash Flows from
Financing Activities:
Issuance of Common
Stock for Cash +38,360 +8,016 +46,376
---------------------------------------------
Net Increase (decrease) $ +37,941 $ +1,193 $ +39,134
Cash,
Beginning of period: 1,193 0 0
---------------------------------------------
Cash, End of Period: $ 39,134 $ 1,193 $ 39,134
</TABLE>
See accompanying notes to financial statements and audit report
-6-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 21, 1998, under the laws of the State
of Nevada as Oleramma, Inc. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no
cash equivalents as of February 28, 1999.
-7-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
February 28, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109
(SAFES #109) (Accounting from Income Taxes. A deferred tax asset or
liability is recorded for all temporary difference between financial and
tax reporting. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on a
straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) (Earnings Per Share. Basic loss
per share is computed by dividing losses available to common stockholders
by the weighted average number of common shares outstanding during the
period. Diluted loss per share reflects per share amounts that would have
resulted if dilative common stock equivalents had been converted to common
stock. As of February 28, 1999, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
-8-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 1999, and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (CONTINUED)
Year 2000 Disclosure
Computer programs that have time sensitive software may recognize a date
using (00) as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruption of normal business
activities.
Based on a recent and ongoing assessment, the Company has determined that
any purchased software will be off-the-shelf software and will be certified
Year 2000 compatible for all of its computing requirements. The Company
presently believes that with modifications to existing off-the-shelf software
or conversions to new software, the Year 2000 issue will not pose significant
operational problems and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf Year 2000
compatible software in the near future, which is prior to any anticipated
impact on its operating systems. The total cost of this new software is not
anticipated to be a material expense to the Company at this time. However,
there can be no guarantee that these new off-the-shelf software products will
be adequately modified which could have a material adverse effect on the
Company's results of operations.
-9-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 1999, and December 31, 1998
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended February 28,
1999, due to the net loss and no state income tax in Nevada, the state of
the Company's domicile and operations. The Company's total deferred tax
asset as of February 28, 1999 is as follows:
Net operation loss carry forward $ 6,823
Valuation allowance $ 6,823
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000 shares
with a par value of $0.001 per share.
Preferred Stock
The authorized preferred stock of the corporation consists of 5,000,000
shares with a par value of $0.001 per share.
On September 22, 1998 the company issued 3,000,000 shares of its $0.001 par
value common stock for cash of $8,016.00 to a director.
On February 28, 1999, the Company completed a public offering that was
registered with the State of Nevada pursuant to N.R.S. 90.490 and was
exempt from federal registration pursuant to Regulation D, Rule 504 of the
Securities Act of Stock at a price of $0.05 per share for a total amount
raised of $38,360.
-10-
<PAGE>
Oleramma, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 1999, and December 31, 1998
NOTE 5 - 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 to raise additional
capital via a private placement offering pursuant to Regulation D, Rule 504,
once the company is trading on the OTC-BB. Until that time, the
stockholders/officers and or directors have committed to advancing the
operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company entered into a lease on March 1, 1999, with Rick Jesky, the
company's president, to lease a 1,000 square-foot building for research
facilities and 40,000 square feet of land for the cotton growth experiment,
for approximately $1,000.00 a month. An officer of the corporation provides
office services without charge. Such costs are immaterial to the financial
statements and accordingly, have not been reflected t herein. The officers
and directors of the Company are involved in other business activities and
may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
-11-
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/or Identification of Exhibit
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession.
None. Not Applicable
b) Asset Purchase and Liability Assumption Agreement
None. Not Applicable
c) Interest Purchase Agreement
None. Not Applicable
d) Agreement for Bill of Sale and Assignment of Assets
None. Not Applicable
e) Exchange Stock Agreement
None. Not Applicable
3. Articles of Incorporation & By-Laws
Articles of Incorporation of the Company Filed September 21, 1998
By-Laws of the Company adopted September 22, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in exhibit 3
5. Opinion on Legality
None. Not Applicable
6. No Exhibit Required
Not Applicable
7. Opinion on Liquidation Preference
None. Not Applicable
8. Opinion on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
a) Premise Lease Dated March 1, 1999
b) Employment Agreement with:
(i) Rick Jesky
(ii) Linda Pike
22
<PAGE>
11. Statement Re Computation of Per Share Earnings
None. Not Applicable. Computation of per share earnings can be
clearly determined from the Statement of Operation from the Company's
financial statements.
12. No Exhibit Required
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letters on Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
None. Not Applicable
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
23
<PAGE>
22. Published Report Regarding Matters Submitted to Vote of
None. Not Applicable
23. Consent of Experts and Counsel
Exhibit 23, Barry L. Friedman, P.C., CPA
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial Data Schedule
Exhibit 27
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
None. Not Applicable
29. Additional Exhibits
a) State of Nevada Public Offering Registration Documentation
(i) Agent of the Issuer Registration
(ii) Notice of Effectiveness
24
<PAGE>
DEFINITIONS (used in this Filing):
1. Basic Seed. The term "basic seed" means the seed planted to produce
certified or commercial seed.
2. Breeder. The "breeder" means the person who directs the final breeding
creating a variety or who discovers and develops a variety. If the
action are conducted by an agent on behalf of a principal, the principal,
rather than the agent, shall be considered the breeder. The term does
not include a person who redevelops or rediscovers a variety the
existence of which is publicly known or a matter of common knowledge.
3. Essentially Derived Variety.
a) In General, the term "essentially derived variety" means a variety
that:
(i) is predominately derived from another variety (referred to in
this paragraph as the "initial variety") or from a variety that
is predominantly derived from the initial variety, which retaining
the expression of the essential characteristics that result from
the genotype or combination of genotypes of the initial variety.
(ii) is clearly distinguishable from the initial variety; and
(iii) except for differences that result from the act of derivation,
conforms to the initial variety in the expression of the essential
characteristics that result from the genotype or combination of
genotypes of the initial variety.
b) Methods. An essentially derived variety may be obtained by the
selection of a natural or induced mutant or of a somaclonal variant,
the selection of a variant individual from plans of the initial
variety, backcrossing, transformation by genetic engineering, or
other method.
4) Kind. The term "kind means one or more related species or subspecies
singly or collectively known by one common name, such as cotton.
5) Seed. The term "seed" with respect to a tuber propagated variety, means
the tuber or the part of the tuber used for propagation.
6) Sexually Reproduced. The term "sexually reproduced" includes any
production of a variety by seed, but does not include the production of
a variety by tuber propagation.
7) Tuber propagated. The term "tuber propagated" means propagated by tuber
or a part of a tuber.
8) Variety. The term "variety" means a plant grouping within a single
botanical taxon of the lowest known rank, that, without regard to
whether the conditions for plant variety protection are fully met, can
be defined by the expression of the characteristics resulting from a
given genotype or combination of genotypes, distinguished from any other
plant grouping by the expression of at least one characteristic and
considered as a unit with regard to the suitability of the plant grouping
for being propagated unchanged. A variety may be represented by seed,
transplants, plants, tubers, tissue culture plantlets, and other matter.
25
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Oleramma, Inc.
--------------------
(Registrant)
Date: April 27, 1999
---------------
By:
/s/ Rick Jesky
- ----------------------
Rick Jesky
Chairman of the Board, President, Chief Executive Officer, and CFO
By:
/s/ Linda Pike
- ----------------------
Linda Pike, Director, Secretary
26
<PAGE>
<PAGE>
EXHIBIT 3 (a)
Filed #22155-1988
September 21, 1998
In the office of Dean Heller
Dean Heller Secretary of State
ARTICLES OF INCORPORATION
OF
Oleramma, Inc.
----------------------------------------------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under
and by virtue of the laws of the State of Nevada, do hereby adopt the
following Articles of Incorporation.
ARTICLE I
The name of the corporation shall be OLERAMMA, INC., a Nevada
corporation.
ARTICLE II
The principal placed of business of the corporation shall be in the
County of Clark and in the State of Nevada, but the Board of Directors shall
designate other places, either within or without the State of Nevada, where
other offices may be established and maintained and where corporate business
may be transacted.
ARTICLE III
The name and address of the incorporator is as follows:
Rick Jesky
10801 E. Grove Street
Apache Junction, AZ 85220
ARTICLE IV
The purpose for which this corporation is organized is the transaction
of any and all lawful business for which corporation may be incorporated under
the laws of the State of Nevada, as they may be amended from time to time,
and specifically, but not in limitation thereof, for the purpose of
developing genetically engineered agricultural and cloning a variety of
nursery crops.
ARTICLE V
There are no limitations of the powers of the corporation.
ARTICLE VI
The corporation shall have authority to issue twenty million shares of
Common Stock at par value of $0.001 per share; and five million shares of
Preferred Stock at a par value of $0.001.
ARTICLE VII
The holders of the Common Stock shall have preemptive rights as to the
stock then and thereafter authorized to be issued, including Treasury Stock.
<PAGE>
ARTICLE VIII
The corporation shall be managed by a Board of Directors whose duties
and responsibilities are set forth in By-Laws to be adopted by the
corporation. The corporation shall have not less than one, nor more than
seven, Directors. The initial Board of Directors shall consist of Rick Jesky
and Linda Pike, whose addresses are as follows:
Rick Jesky
10801 E. Grove Street
Apache Junction, AZ 89220
Linda Pike
6142 W. Harrison
Chandler, AZ 85226
ARTICLE IX
The name and address of the initial Statutory Agent of the
corporation is:
Denise Kalaso
1800 Tropical Breeze
Las Vegas, NV 89117
ARTICLE X
The Board of Directors of the corporation may from time to time
distribute on a pro-rata basis to its shareholders out of the capital
surplus of the corporation, a portion of its assets, in cash or property.
ARTICLE XI
The corporation shall indemnify any person who incurs expenses by
reason of the fact that he or she is or was an officer, director, employee of
agent of the corporation. This indemnification shall be mandatory on all
circumstances in which indemnification is permitted by law.
ARTICLE XII
The corporation shall indemnify its directors and officers of the
corporation from personal liability for lawful acts of the corporation as
permitted by law.
IN WITNESS WHEREOF, we have hereunto set our hands and seals on
this 15 day of September, 1998.
/s/ Rick Jesky
- -------------------
Rick Jesky
Incorporator
STATE OF ARIZONA )
) ss.
County of Pinal )
The foregoing instrument was acknowledged before me this 20 day of
September, 1998.
My Commission Expires: January 26, 2001
/s/ Betty L. Kimball
- -----------------------
Signature Notary Public
<PAGE>
Certificate of Acceptance of Appointment of Resident (Statutory) Agent:
I, Denise Kalaso, hereby accept appointment as Resident Agent for
the above named corporation.
/s/ Denise Kalaso
- ------------------------
Denise Kalaso
Signature of Resident Agent
<PAGE>
September 21, 1998
State of Nevada
Secretary of State
I hereby certify that this is a
true and complete copy of the
document filed in this office.
/s/ Dean Heller
- -------------------------
Dean Heller, Secretary of State
<PAGE>
EXHIBIT 3 (b)
BY-LAWS
OF
OLERAMMA, INC.
----------------------------------
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las
Vegas, in the County of Clark and in the State of Nevada. The corporation may
have such other offices within or without the State of Nevada and the State of
Arizona as the Board of Directors may designate or as the business of the
corporation may from time to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held on
the first Monday in August of each year commending with the year 1998 at the
hour of 10:00 a.m. for the purpose of electing directors and officers and for
the transaction of other business that may come up before the meeting. If the
day fixed for the annual meeting shall be declared a legal holiday, such
meeting shall be held on the next succeeding business day.
2. SPECIAL MEETING. Special meeting of the stockholders may be called by
the directors, or by the President. Special meetings shall be called any time
upon the request of the stockholders owning ten percent (10%) of the
outstanding stock of the corporation entitled to vote at such meeting.
1
<PAGE>
3. PLACE OF MEETING. All meetings of the stockholders shall be held at the
principal office of the corporation in the City of Las Vegas, State of Nevada
or at such other place as shall be determined from time to time by the Board
of Directors. If the place of the meeting is not at the principal offices of
the corporation, the place of such meeting shall be stated in the call of the
meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual meeting
of stockholders shall be given by mailing written notice of the meeting at
least ten (10) days prior to the meeting to each stockholder of record of
the corporation entitled to vote at such meeting, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage prepaid thereon. The notice of the time and place of special
meetings shall be given by written notice or by personal notice of the
meeting at least five (5) days prior to the meeting to each stockholder of
record of the corporation entitled to vote at such meeting.
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the
stockholders entitled to notice of or entitled to vote at any regular
meeting of stockholders or any special meeting, or of determining the
stockholders entitled to receive payment of any dividend, or in order to
make a determination of stockholders for any other purpose, the Directors of
the corporation shall provide that the stock transfer books be closed for a
stated period, but not to exceed in any case five (5) days. If the stock
transfer books are to be closed for the purpose of determining stockholders
entitled to noticed of a special meeting or of the annual meeting of
stockholders, such book shall be closed for at least fourteen (14) days
immediately preceding such meeting. For the purpose of determining
stockholders entitled to receive payment of dividends or in order to make a
determination of stockholders for any other purpose, the Directors of the
corporation shall specify a date when the stock transfer books are closed
for a determination of stockholders.
6. VOTING LISTS. The officer or agent in charge of the stock transfer
books for the corporation shall prepare before each meeting of stockholders
a complete list of stockholders entitled to vote at the meeting arranged in
alphabetical order with the address of and number of shares held by each
person. The list shall be prepared five (5) days prior to the stockholders'
meeting and shall be keep on file at the principal office of the corporation
and subject to inspection during normal business hours by any stockholder.
The list shall also be produced and kept open at the stockholders' meeting
and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder
shall consist of stockholders representing, capital stock of the corporation
entitled to vote at such meetings, except as otherwise specifically provided
by law or in the Articles of Incorporation. If a quorum is not present at a
properly called stockholders' meeting, the meeting shall be adjourned by then
present and an additional and further notice sent to all stockholders
notifying them of the adjournment of the meeting and the date and time and
place of the adjourned meeting. At such adjourned meeting, at which a quorum
is present or represented, business may be transacted which might have been
transacted at the meeting as originally notified.
2
<PAGE>
8. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by their duly authorized
attorney in fact.
9. VOTING. At all elections for directors or trustees of the corporation,
each shareholder may cast as many votes in the aggregate as he is entitled
to vote under its charter, multiplied by the number of directors or trustees
to be elected. Each shareholder may cast a whole number of votes, either
in person or by proxy, for one candidate or distribute said votes among two
or more candidates. On all other matters each shareholder shall have one
vote for each share of stock owned by the shareholder. All elections for
directors or trustees of the corporation shall be decided by plurality vote.
All other questions shall be decided by majority vote.
10. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as follows:
1. Roll call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
3
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by the Board of Directors consisting of not less than one or more
than seven directors. The Board of Directors shall be elected for a term
of one year and shall hold office until the successors are elected and
qualified. Directors need not be stockholders. In addition to the power
and authority granted by the By-Laws and the Articles of Incorporation, the
Board of Directors may exercise all such powers of the corporation and do
all such lawful acts and things that are not forbidden by statute, Articles
of Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused by
resignation, death of otherwise, may be filled by a majority vote of the
remaining director or directors, even though they constitute less than a
quorum, or by a majority vote of the stockholders. This may be accomplished
at any special or regular meeting of the Board of Directors or by the
stockholders at any regular or special meeting. A director thus elected to
fill any vacancies shall hold office for the unexpired term of their
predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held at
the same time as the annual meeting of stockholders. No notice of the
regular meeting of the Board of Directors shall be sent. The directors may
provide by resolution the time and place for the holding of additional
regular meetings other than the meeting at the annual meeting of
stockholders, by giving notice under their same provisions as that
notice given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the President, or in his absence, by the Vice
President, or by any two directors, to be held at the time and place
designated in notice of special meeting. The notice of special meeting shall
be in the same form and done in the same manner as the notice given for
stockholders' meeting.
5. QUORUM. The majority of the Board of Directors shall be necessary at all
meetings to constitute a quorum for the transaction of business. If less
than a quorum is present, the meeting shall be adjourned. Any resolution
adopted in writing and executed and signed by a majority of the Board of
Directors, accompanied with a showing that the resolution had been presented
to all directors, shall constitute and be a valid resolution as if the
resolution had been adopted at a meeting at which all directors were present.
Such resolution shall in all respects bind the corporation and constitute
full and complete authority for the officers acting pursuant to it.
6. REMOVAL. Any director may be removed for cause by the majority vote of
the stockholders or by a majority vote of the Board of Directors. Any
director may be removed without cause by a majority vote of the stockholders.
4
<PAGE>
7. RESIGNATION. Any director may resign at any time by giving written
notice to the Board of Directors and the President of the Secretary or the
corporation. The resignation shall be effective upon receipt of the notice
and the acceptance of the resignation shall not be necessary to make it
effective.
8. COMPENSATION. No compensation shall be paid to directors as such for
their services but the Board of Directors by resolution can fix a sum for
expenses for actual attendance at each regular or special meeting of the Board.
Nothing contained herein shall be construed to preclude any director from
serving the corporation in any other capacity and receiving a compensation
therefore.
9. PRESUMPTION OF ASSENT. A director of a corporation who is present at a
meeting of the Board of Directors at which action on any corporate matter
has been taken, will be presumed to have assented to the action taken unless
their dissent is entered in the minutes of the meeting or unless they had
filed their written dissent to such action with the person acting as the
Secretary.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President,
Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if
needed).
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall be
elected annually at the regular meeting of the Board of Directors. Each
officer shall hold office for one year or until their successor shall have
been duly elected and qualified. They can resign by giving written noticed
to any member of the Board of Directors of the corporation. The resignation
shall take effect upon receipt thereof and the acceptance shall not be
necessary to make it effective.
3. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in their
judgment, the best interests of the corporation would be served by such
removal. Such removal shall be without prejudice to the contractual rights,
if any, of the persons so removed.
4. VACANCIES. A vacancy in any office because of death, resignation
removal, disqualification or otherwise, may be filled by the directors for
the unexpired position of the term.
5
<PAGE>
5. PRESIDENT. The President shall be the principal executive officer,
shall generally supervise and control all the business and affairs of the
corporation. The President shall preside at all meetings of stockholders
and of directors. He shall sign with the Secretary, Certificates for share
of Common Stock. The President shall also sign deeds, mortgages, bonds,
contracts of any other instrument which the directors have authorized to be
executed by the President. The President shall be responsible for the
Corporate Books, unless this is delegated to another officer. The President
in general shall perform all the duties incident to the office of President
and such other during as may be prescribed by he directors from time to time.
6. VICE-PRESIDENTS. In the absence of the President, or in the event of a
death, inability or refusal to act, the Vice-President shall perform the
duties of the President. When they are so acting, they shall have all the
powers of and by subject to all the restrictions of the President. The
Vice-President shall perform such other duties as from time to time may be
assigned to him by the President or by the directors. The Vice-President
shall serve in equal capacity.
7. SECRETARY. The secretary shall keep the minutes of the stockholders
and of the directors meetings and shall see that all notices are duly given
in accordance with the provisions of these By-Laws. The secretary shall
issue the notices for all meetings except that a notice of a special meeting
of the directors called at the request of two directors may be issued by
those directors. The secretary shall keep a register of the post office
address of each stockholder and shall have general charge of the stock
transfer books unless this duty is given to a Transfer Agent. The secretary
shall make reports and perform such other duties as are incident to their
office or are properly required of them by the Board of Directors or the
President.
8. TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation. He/she shall
receive monies due to the corporation and give receipts therefore and shall
disperse the funds of the corporation in payment of the demands against the
corporation as directed by the officers and the Board of Directors. He/she
shall perform all duties incident to this office of as properly required of
him/her by the officers or the Board of Directors. If required by the
directors, the treasurer shall give a bond for faithful discharge of his/her
duties in such sum as the directors shall determine.
9. INABILITY TO ACT. In case of absence or inability to act of any officer
of the corporation, the Board of Directors may from time to time delegate the
powers or duties of such officer to any other officer of the corporation.
10. SALARIES. Salaries of all officers of the corporation shall be fixed
by a vote of the Board of Directors.
6
<PAGE>
ARTICLE V
STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall
be in a form designated by the directors. Such certificates shall be signed by
the President and Secretary. All certificates for shares shall be
consecutively numbered. The name and address of the stockholder, the number of
shares, and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued until,
the former certificate for a like number of share has been surrendered and
canceled. The exception is the case of a lost or destroyed or mutilated
certificate and in such case a new one may be issued when the person claiming
that the certificate was lost, destroyed or mutilated certifies to the
corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the
transfer books of the corporation kept at the office of the corporation or
so elected held at a Transfer Agent office. Only registered stockholders in
the transfer books of the corporation shall be entitled to be treated by the
corporation as the holders in fact of stock. The corporation shall not be
bound to recognize any equitable or other claims to or any interest in any
share of stock which is not recorded upon the transfer books of the
corporation in a manner prescribed by these By-Laws except as expressly
provided by the laws of the State of Nevada.
ARTICLE VI
FISCAL YEAR
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the 1st
day of January in each year and end on the 31st day of December.
ARTICLE VII
DIVIDENDS
1. DIVIDENDS. The directors may from time to time declare and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by these By-Laws.
ARTICLE VIII
SEAL
1. SEAL. The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon, the name Oleramma, INC.,
State of Nevada, 1998 and the words "corporate seal."
7
<PAGE>
ARTICLE IX
WAIVER OF NOTICE
1. WAIVER. Whenever any notice is required to be given to any stockholder
or director of the corporation under the provisions of these By-Laws
or under the provisions of the Articles of Incorporation, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether made
before or after the time stated thereon, shall be deemed equivalent to giving
of such notice.
ARTICLE X
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative vote
of at least two-thirds of the stockholders in any duly called special or
regular meeting or by a majority of the Board of Directors at any duly called
regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 22nd day of September, 1998.
/s/ Linda Pike
---------------------
Secretary
EXHIBIT 10 (a) Corporate Lease
LEASE
BETWEEN
RICK JESKY
("LANDLORD")
AND
OLERAMMA, INC.
("TENANT")
LEASE
<PAGE>
This lease agreement is made and entered into this lst day of March, 1999,
by and between, Rick Jesky, ("Landlord") and Oleramma, Inc., a Nevada
Corporation, ("Tenant"), which Rick Jesky (the Landlord) is the Corporation's
President and CEO.
WITNESSETH:
FOR VALUE RECEIVED, it is hereby agreed as follows:
ARTICLE I - DEMISED PREMISES
1.1 The Landlord, by these presents does hereby lease and rent unto the
said Tenant and said Tenant hereby agrees to lease and take upon the terms
and conditions which hereinafter appear the following described property: a
separate building (approximately 1,000 square feet in size), to conduct
agriculture research space and land (approximately 40,000 square feet),
which was used by a former agricultural nursery, to conduct additional
agricultural research hereinafter called "Demised Premises." This rental
does not include another building which is located on this property which is
approximately 2,400 square feet in size. Said Demised Premises are located
on the corner of Signal Butte Road and Grove Street in Apache Junction, AZ,
State of Arizona.
ARTICLE 2 - RENTAL
2.1 Minimum Guaranteed Rental. Beginning with the "Commencement Date" as
defined in Article 3, and throughout the term hereof. Tenant agrees to pay
to Landlord, or its agents, at the address first above written, or at any
other place designated by Landlord, without offset, notice or deduction, a
monthly rental payment of one thousand ($1,000.00) per month for the
duration of this Lease. This monthly rental payment represents a fair
market value for the rental of the Demised Premises.
Said monthly installments are hereinafter referred to as "Minimum Guaranteed
Rental."
ARTICLE 3 - TERM
3.1 The term of this Lease shall be for two (2) years, commencing on March
1, 1999 and terminating on February 28, 2001. Rent commencement date is
March 1, 1999.
3.2 Option Period. Provided the Lease is not in default. Tenant shall
have the option to extend the term for an additional two (2) years. The
rental rate for the Option shall be as follows:
1
<PAGE>
ARTICLE 4 - SECURITY DEPOSIT
4.1 This Lease does not require any Security Deposit, provided that the
Tenant is in good standing with all of the other provisions of this Lease.
If the Tenant fails in any of their responsibilities outlined in this Lease,
the Landlord can demand a Security Deposit of Three Thousand ($3,000.00)
Dollars, which shall be returned to Tenant without interest within ten (l0)
days after the expiration of term of this Lease (not with standing this
Lease may be sooner terminated), provided, however that Tenant has fully
and faithfully carried out all off the terms, covenants and conditions on
its part to be performed. If a Security is made, the Landlord shall have
the right to apply any part of said Security Deposit to cure any default of
Tenant and if Landlord does so, Tenant shall, upon demand, deposit with
Landlord the amount so applied so that Landlord shall have the full Security
Deposit on hand at all times during the term of this Lease. Tenants failure
to make such deposit within five (5) days after demand, Landlord shall at the
option of Landlord constitute a breach of this Lease.
4.2 In the event of bankruptcy or other debt-creditor proceedings against,
any Security Deposit shall be deemed to be applied first to the payment of
Minimum Guaranteed Rental and other charges due Landlord by Tenant for all
periods prior to the filing of such proceedings.
4.3 In the event Tenant subleases, assigns or otherwise transfers its
interest in this Lease, as more fully set forth in Article 17 of this Lease,
Landlord may demand and Tenant shall be obligated to pay upon such demand, a
sum equal to the then current Minimum Guaranteed Rental, as additional
Security Deposit to be held by Landlord for the balance of the term of this
Lease.
ARTICLE 5 - REAL ESTATE TAXES
5.1 Landlord shall be responsible for all real estate taxes, the Tenant's
proportion of the real estate taxes are included in the Minimum Guaranteed
Rental of the Demised Premises. This proportion is based upon the ratio
of square feet of the Demised Premises compared to the total square feet of
leasable space in the Demised Premises. Tenant shall pay all assessments
and all taxes levied on its own personal property. Additionally, Tenant shall
pay its proportionate share of the cost of any appeals made by Landlord of
the real property assessment based upon the same billing ratio as the real
estate taxes. Tenant shall further pay any tax that may be levied or assessed
upon the rent reserved hereunder by any government authority acting under any
present or future laws as a substitute in whole or in part for any real
estate taxes.
2
<PAGE>
SECTION 6 - PROPERTY INSURANCE
6.1 Landlord shall maintain during the term of this Lease, insurance policy
or policies covering, without limitation, public liability, personal and
bodily injury and property damage liability coverage, fire and extended
coverage, vandalism and malicious mischief and all broad form coverage's,
rent loss insurance, sign insurance and any other insurance that may be
carried by Landlord covering the common areas and the Demised Premises in all
limits and deductibles selected by Landlord. Tenant's Minimum Guaranteed
Rent includes its proportional share of the property insurance.
ARTICLE 7 - DEMISED PREMISES'S OPERATING COSTS
7.1 The term "common areas" means all areas and the facilities outside the
Demised Premises and within the exterior boundaries of the Demised Premises
as may be modified from time to time that are provided and designated by
Landlord from time to time for the general use and convenience of Tenant and
of other terms of the Demised Premises and their respective authorized
representatives and invitees. Common areas include, without limitation,
walkways, landscaped areas, sidewalks, storage areas, loading areas, parking
areas, roads, canopies and public restrooms. The common areas provided by
Landlord shall at all times by subject to the exclusive control and man
ageement of Landlord. Landlord shall have the right to establish, modify and
enforce uniform, nondiscriminatory rules and regulations with respect to the
common areas hereinbefore mentioned, and Tenant agrees at all times to abide
by and conform to such rules and regulations.
7.2 All common areas and facilities not within the Demised Premises which
Tenant may be permitted to use and occupy are to be used and occupied under
a revocable license, and if any such license be revoked, or if the amount of
such are as be diminished, Landlord shall not be subject to any liability
nor shall Tenant be entitled to any compensation or diminution or abatement
of Minimum Guaranteed Rental, nor shall such revocation or diminution of such
areas be deemed constructive or actual eviction.
7.3 Tenant Guaranteed Minimum Rental includes, its prorata share of the
costs of maintaining, managing, operating and repairing the Demised Premises
and the common areas. Tenant's prorata share is included in its Guaranteed
Minimum Rental. This was determined in determining that portion of the
whole which the rentable square feet area of the Demised Premises bears to
the total square feet of leasable space in the Demised Premises.
7.4 The "Demised Premises' Operating Costs" shall be the total costs and
expense incurred by Landlord in operating, managing, maintaining and
repairing the Demised
3
<PAGE>
Premises and the common areas including, without limitation: repairs to
curbs, sidewalks, gutters, drywells, perimeter and trash container walls and
pavements; sealing, renovating, repairing, maintaining or replacing roofs
on the canopies and other common area structures: purchase, construction and
maintenance of trash receptacles, seating and furnishings; utilities; removal
of rubbish and debris; regulation of traffic: costs and expenses incurred in
renting and the depreciation on a straight line basis over a reasonable
useful life thereof or any owned equipment and machinery used in the
operation with such equipment; costs and expenses of planting, replanting,
maintaining and replacing systems(s) including water charges; sprinkler
repair, replacement and maintenance costs; public liability and property
damage insurance and pest control plus an amount for the administration,
management, operation and overseeing of the Demised Premises and the common
areas of the Demised Premises whether said services are provided by Landlord
or by a third party property management agent.
ARTICLE 8 - HOLDING OVER
8.1 If Tenant, with Landlord's consent, remains in possession of the
Demised Premises after the expiration of the term hereof, it shall be
considered a month-to-month tenant. During any such month-to-month
tenancy, Tenant shall pay to Landlord one hundred fifty (150%) percent of
the Minimum Guaranteed Rental paid during the last month of the Lease term
plus any forms of additional rent including Percentage Rental, if required by
said Lease. All other provisions of this Lease except those pertaining to
term and option to extend shall apply during the month-to-month tenancy.
ARTICLE 9 - LATE CHARGE.
9.1 In the event Tenant is late in the payment of Minimum Guaranteed Rental
or other sums of money required to be paid under this Lease, Tenant agrees
to pay Landlord a late charge equal to the greater of One Hundred ($100.00)
Dollars or ten (10) cents each dollar of each payment five (5) days or more
in arrears. Said late charge shall be to cover extra expenses incurred by
Landlord in handling delinquent payments. In addition to the late charge
referred to above, any and all payments in arrears for more than fifteen
(15) days shall bear interest, from the due date, payable as additional
rent to Landlord at the interest rate of eighteen (18%) percent per annum.
The provisions of this Article are cumulative and shall in no way remove the
other remedies available to Landlord in the event of Tenant's default as
provided under this Lease. Landlord shall have the right to require that
Tenant pay any sums due hereunder in the form of Cashiers Check or Money
Order should any payments made by Tenant to Landlord be returned to Landlord
for any reason. Tenant shall pay to Landlord a charge of $100.00 for each
dishonored check from Tenant returned by Landlord.
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ARTICLE 10 - LANDLORD'S RIGHT TO CURE
10.1 In the event of breach, default, or noncompliance hereunder by
Landlord, Tenant shall, before exercising any right or remedy available to
it, give Landlord written notice of the claimed breach, or noncompliance. If
prior to its giving such notice Tenant has been notified in writing by way
of Notice of Assignment of Rents and Leases, or otherwise to the address of
a lender which has furnished financing that is secured by a mortgage or deed
of Trust on the Demised Premises concurrently with giving the aforesaid
notice to Landlord, Tenant shall, by Certified Mail, transmit a copy thereof
to such lender. For the thirty (30) days following such notice (or such
longer period of time as may be reasonably required to cure a matter which,
due to its nature, cannot reasonable be remedied within thirty (30) days),
Landlord shall have the right to cure the breach, default or noncompliance
involved. If Landlord has failed to cure a Default within said period, any
such lender shall have an additional thirty (30) days within which to cure
the same or, if such default cannot be cured within that period, such
additional time as may be necessary if within such thirty (30) day period
said lender has commenced and is diligently pursuing the actions or remedies
necessary to cure the breach, Default or noncompliance involved (including,
but not limited to, commencement and prosecution of proceedings to foreclose
or otherwise exercise its rights under its mortgage or other security
instrument if necessary to effect such cure, in which event this Lease shall
not be terminated by Tenant so long as such actions or remedies are being
diligently pursued by said lender.)
10.2 Anything in this Lease to the contrary notwithstanding, Tenant agrees
that it shall look solely to the estate and property of Landlord in the land
and buildings comprising the Demised Premises and subject to prior rights of
any mortgagee of the Demised Premises or any part there of, for the
collection of any judgment (or other judicial process) requiring the payment
of money by Landlord in the event of any default or breach by Landlord with
respect to any terms, covenants, and conditions of this Lease to be observed
and/or performed by Landlord, and no other assets of Landlord shall be
subject to levy, execution or other procedures for the satisfaction of
Tenant's remedies.
ARTICLE 11 - FIXTURES
11.1 All fixtures installed by Tenant shall be new of completely
reconditioned. Tenant shall not make or cause to be made any alternations,
additions or improvements, or install or cause to be installed any fixtures,
shades or awnings, or make any changes to the Demised Premises without first
obtaining Landlord's written approval. Tenant shall present to the Landlord
two (2) sets of plans and specifications for such work at the time approval
is sought.
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11. 2 All alterations, decorations, additions or improvements made by
Tenant, or made by the Landlord on the Tenant's behalf by agreement under
this Lease, shall remain the property of the Tenant for the term of the
Lease or any extension or renewal thereof. Any alterations, decorations,
additions and improvements shall not bed removed from the Demised Premises
without Landlord's written consent.
11.3 If after default in payment of Minimum Guaranteed Rental or any other
charges provided for in this Lease, the Tenant moves out or is dispossessed
and fails to remove any trade fixtures, signs, or other property prior to such
said default, removal, expiration of Lease, or fixtures, signs and property
shall be deemed abandoned by Tenant and shall become the property of the
Landlord, or Landlord, at Landlord's option, may notify Tenant to remove same
at Tenant's own cost and expense, and upon the failure of Tenant to do so,
Landlord may, in addition to any other remedies available to is, remove said
property, as the duly authorized agent of Tenant, at Tenant's expense and
place the property in a public storage facility at the expense of Tenant or
deliver the property to Tenant.
ARTICLE 12 - ALTERATIONS
12.1 Landlord shall construct the Demised Premises in compliance with all
governmental building regulations.
12.2 Tenant may, at its own expense, make such alterations and improvements
to the Demised Premises and install interior partitions as it may require,
provided that the written approval of the Landlord is first obtained and that
such improvements and alterations are done in a workmanlike manner in keeping
with all building codes and regulations and in no way harm the structure of
the Demised Premises, provided that at the expiration of the Lease or any
extension thereof, Tenant, at its expense, restores the within Demised
Premises to its original condition and repairs any damage to the Demised
Premises, resulting from the installation or removal of such partitions,
fixtures, or equipment as may have been installed by Tenant is requested to
do so by Landlord.
12.3 The Landlord shall not be liable for any labor or materials furnished
or to be furnished to the Tenant upon credit, and no mechanic's or other lien
for any such labor or materials shall attach to or effect the reversion or
other estate or interest of the Landlord in and to the Demised Premises.
Whenever any mechanic's lien shall have been filed against the Demised
Premises, based upon any act or interest of the Tenant or of anyone claiming
through the Tenant, or if any security agreement shall have been filed for or
effecting any materials, machinery, or fixtures used in the repair,
construction, or operation thereof, the Tenant shall immediately take such
action by bonding, deposit, or payment as will remove the lien or security
agreement.
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12.4 If Tenant has not removed the lien within ten (10) days after noticed
to Tenant, Landlord may pay t he amount of such mechanic's lien or security
agreement or discharge the same by deposit, and the amount so paid or
deposited, shall be deemed additional rent reserved under this Lease, and
shall be payable forthwith by Tenant to Landlord with interest at eighteen
(18%) percent per annum from the date of payment by Landlord, and with the
same remedies to the Landlord, if not paid, as in the case of default in the
payment of Mini9mum Guaranteed Rental as herein provided.
12.5 Landlord or its representatives shall have the right to go upon and
inspect the Demised Premises at all reasonable times and shall have the right
to post and keep posted thereon notices of non-responsibility or such other
notices which Landlord may deem to be proper for the protection of Landlord's
interest in the Demised Premises. Tenant shall, before the commencement of
any work which might result in any such lien, give to Landlord written notice
of Tenant's intention to do so in sufficient time to enable the positing of
such notices.
ARTICLE 13 - MAINTENANCE
13.1 Tenant shall at all times keep the Demised Premises (including
maintenance, replacement and repair of exterior entrances, all glass and
window moldings, all partitions, doors, fixtures, ceiling tile, lighting,
heating and plumbing fixtures, air conditioning system and any appurtenances
thereof) in good order, condition and repair (including reasonable periodic
painting as determined by Landlord.) Tenant shall maintain the heating and
air conditioning equipment serving the Demised Premises including changes
thereto as a result of laws concerning chloroflurocarbons. Tenant shall be
responsible to repair any and all damage to the Demised Premises or to the
building of which the Demised Premises are a part, if the damage was caused
by a break-in or burglary or attempted break-pin or burglary of the Demised
Premises.
13.2 Should Tenant not maintain the Demised Premises to Landlord's
satisfaction, Landlord may notify Tenant in writing of the maintenance
item(s) which do not meet Landlord's satisfaction. Tenant shall have ten
(10) days from the date of Landlord's notice to comply with Landlord's
notice. Should Tenant not comply within the ten (10) day period, Landlord
shall have the right to make the necessary repairs or provide the necessary
maintenance to the Demised Premises and Landlord may charged the cost of such
repair of maintenance plus a handling fee equal to fifteen (15%) percent of
the costs of such repair or maintenance directly to Tenant as additional
rent which amount shall be due and payable by Tenant to Landlord within ten
(10) days after the date of Landlord's billing to Tenant.
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ARTICLE 14 - RESPONSIBILITY TO DEMISED PREMISES
14.1 Landlord agrees to keep in good order and repair the roof, exterior
walls (exclusive of all glass and doors which shall be the responsibility of
Tenant), water, sewer and fire sprinkler systems, if any, but not the
fixtures pertaining to such systems which shall be the responsibility of the
Tenant to maintain. Landlord shall also maintain and repair the structural
portions of the Demised Premises and the building of which the Demised
Premises are a part.
14.2 Tenant shall pay to Landlord, as additional rent, Tenant's prorate
share of Landlord's costs of maintaining and repairing the buildings and
other portions of the Demised Premises. Landlord shall reasonably determine
Tenant's prorate ratio of each expenditure made by Landlord under this
Article based upon Landlord's determination of the portion of the Demised
Premises which was affect by the expenditure.
14.3 Tenant shall pay its prorata share of these expenses within ten (10)
days after Landlord's billing to Tenant. Any payments pursuant hereto shall
be in addition to the Minimum Guaranteed Rental specified in Article 2. In
lieu of billing Tenant for specific charges, Landlord shall have the right to
require Tenant to impound on a monthly basis Landlord's reasonable estimate
for Tenant's prorata share of Landlord's expenses incurred for the repairing
and maintaining of the buildings and other portions of the Demised Premises
described in this Article 16 as provided for in Article 41.
14.4 If Landlord is required to make repairs by reason of the acts or
omissions of Tenant, its agents, employees, contractors, its invitees,
Landlord may charge the cost of such repair plus a handling fee equal to
fifteen (15%) percent of total cost of said repairs directly to Tenant as
additional which shall be due and payable by Tenant to Landlord within ten
(10) days after Landlord's billing to Tenant.
14.5 Landlord gives to Tenant exclusive control of the Demised Premises
and Landlord shall be under no obligation to inspect said Demised Premises.
Tenant shall at once reproduce in writing to Landlord any defective condition
known to Tenant which Landlord is required to repair, and failure to so
report such defects shall make Tenant responsible to Landlord for any
liability incurred by Landlord by reason of such detect. Notwithstanding any
provision in this Lease to the contrary: Landlord shall not be responsible
or liable to Tenant for any injury or damage from acts or omissions of
persons occupying the property adjoining the Demised Premises or any part of
the building of which the Demised Premises is a part, or for any injury or
damage resulting to the Tenant, for its property from bursting, stoppage, or
leaking of water, gas, sewer, or steam pipes, or from any structural defect
in the roof exterior walls or the like.
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ARTICLE 15 - USE
15.1 The Demised Premises shall continuously be used for agricultural
research and no other purpose. Tenant shall do business from the Demised
Premises under the trade name of Oleramma. The Demised Premises shall not be
used for any illegal purpose nor in any manner to create any nuisance or
trespass not in any manner to violate the insurance or increase the rate of
insurance on the Demised Premises or the Demised Premises and shall be
subject to rights of other tenant's leases.
15.2 Tenant shall operate one hundred (100%) percent of the Demised Premises
during the entire term of this Lease with due diligence and efficacy unless
prevented from doing so by caused beyond Tenants control.
15.3 Tenant will not use or occupy the Demised Premises in violation of the
certificate of occupancy issued for the building of which the Demised
Premises form a part, and in the event that any governmental authority having
jurisdiction thereof shall hereafter consent and/or declare by notice any
violation or in any manner whomsoever that the Demised Premises are being
used for a purpose which is a violation of such certificate of occupancy,
Tenant shall upon five,(5) days written notice from Landlord, immediately
discontinue such use of the Demised Premises.
15.4 Tenant agrees that Landlord shall have the right to prohibit the
continued use by Tenant of any unethical or unfair methods of business
operation, advertising or interior display, if, in the Landlord's opinion,
the continued use thereof would impair the reputation of the Demised
Premises as a desirable place or is otherwise out of harmony with the
general character thereof, and upon notice from Landlord, Tenant shall
refrain from or discontinue such activities.
15.5 Tenant shall not perform any acts or carry on any practices which may
injure the Demised Premises or the Demised Premises or constitute waste
thereof or be a nuisance or menace to other neighbors in the surrounding area.
ARTICLE 16- ASSIGNMENT AND SUBLETTING
16.1 Tenant shall not assign this Lease, or any interest therein, and shall
not sublet the Demised Premises or any part thereof, or any right or
privilege appurtenant thereto, or permit any other person (the employees,
officers and servants of Tenant excepted) to occupy or use the Demised
Premises, or any portion thereof without first obtaining the written consent
the of Landlord. Consent by Landlord to one assignment, subletting,
occupation or use by another person or entity shall not be deemed to be
consent to any
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subsequent assignment, subletting, occupation or use by another person or
entity. Consent to an assignment shall not release file original named Tenant
or any Guarantors from liability for the continued performance of the terms
and provisions on the part of the Tenant to be kept and performed. Any
assignment or subletting without the prior without approval of Landlord shall
be void, and shall, at the option of the Landlord, terminate this Lease.
Neither this Lease nor any interest therein shall be assignable, as to the
interest of the Tenant by operation of law, without the prior written consent
of Landlord. In addition to any considerations which Landlord may have
relative to approving a proposed assignment of this Lease, the provisions
contained in Article 34.5 of this Lease shall prevail.
16.2 Landlord covenants that Landlord shall not unreasonably withhold its
consent to any requested assignment or subletting. In the event any of the
following are not satisfied in Landlord's sole and absolute discretion, and
Landlord chooses to withhold consent to any such requested assignment or
subletting, such withholding shall be deemed to be reasonable:
16.3 The intended use of the Demised Premises by such proposed assignee or
sublessee:
(a) shall not violate the Use clause as stated in Article 15.1 of this
Lease, or any laws or rights granted to other tenant, occupants or
parcel owners of the Demised Premises or those retained by Landlord;
(b) shall confirm with Landlord's desired "tenant mix" within the Demised
Premises;
(c) shall be in keeping with the quality and character of the Demised
Premises and not constitute a nuisance;
(d) shall not cause an increase in the Demised Premises' Operating Costs;
(e) The proposed assignee or sublessee shall be of sound financial net
worth and have sufficient liquid capital at properly operate the
business and that the financial capacity of the assignee or sublessee
is not less than the Tenant as of the execution of this Lease or at
the time of the proposed assignment or sublease;
(f) The business skills, experience and reputation of the subtenant or
assignee must be well-established enough to ensure Landlord of a
successful business operation; and,
(g) Any other reasonable ground that the Landlord, in its judgment, relies
upon.
16.4 If the Tenant is a corporation, an unincorporated association or a
partnership, the
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transfer assignment or hypothecation of any stock or interest in such
corporation, association or partnership, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association or
partnership in the aggregate in excess of fifty (50%) percent shall be deemed
an assignment within the meaning and provision of this Article 16. Tenant
shall have the right without Landlord's consent to assign this Lease or
sublet the Demised Premises or any part thereof, to any corporation provided
that the resulting entity from such merger or consolidation shall have a net
worth not less than Tenants when Tenant entered into this Lease, and provided
further that any such assignee shall deliver to Landlord a copy of a document
satisfactory to the Landlord by which such assignee agrees to assume and
perform all of the terms, conditions and obligations of Tenant under this
Lease.
16.5 If on account of or in connection with any assignment, sublease,
occupation or use of the Demised Premises by another Tenant receives rent or
other consideration in excess of the monetary consideration called for in
this Lease, Tenant shall pay the Landlord the excess of such payment of
rent or other consideration received by Tenant promptly after Tenant's
receipt of any such payment.
16.6 In the event that Landlord shall consent to an assignment, sublease,
occupation or use of another hereunder, Tenant shall pay to Landlord Seven
Hundred Fifty ($750.00) Dollars, the cost incurred by the Landlord in
connection the processing of documents necessary to the granting of such
consent and assumption by the transferee of the Lease.
ARTICLE 17 - ESTOPPEL CERTIFICATES
17.1 Within ten days after demand by Landlord, Tenant shall complete,
execute, acknowledge and deliver to Landlord or its designee, a Certificate
(the "Estoppel Certificate") representing that (i) this Lease is unmodified
(or stating the modification); (ii) this Lease is in full force and effect;
(iii) there are no defenses or offsets to the performance of the obligations
of the Tenant under this Lease (or stating those claimed by the Tenant):
(iv) the date of which Rents have been paid in advance; {v) the amount and
balance of the Security Deposit, if any; (vi) the Landlord is not in default
in the performance of any of its obligations under this Lease (or stating
those claimed by the Tenant): (vii) the Tenant is not in default in the
performance of any of its obligations under this Lease (or stating those
obligations which are in default): and (viii) such other information as the
Landlord or its designee may require. Any purchaser, lessee, lender or other
person or entity to whom an Estoppel Certificate is delivered, shall be
entitled to rely upon the contents, regardless of the name of the addressee,
if any.
17.2. In the event the Tenant fails to complete, sign, acknowledge or
deliver any Estoppel Certificate, within ten days after demand by Landlord:
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(a) The person or entity on whose behalf the Estoppel Certificate was
requested shall be entitled to conclusively presume that: (i) this Lease
is unmodified; (ii) this Lease is in full force and effect: (iii) that them
are no defenses or offsets to the performance of the obligations of the
Tenant under this Lease: (iv) Rents have not been paid more than one month
in advance; (v) there is no Security Deposit: (vi) there are no outstanding
notices of default by the Landlord in the performance of any of its
obligations under this Lease: mid (vii) Landlord is not in default in the
performance of any of its obligations under this Lease (and if the
Landlord is in default that the Tenant has irrevocably waived its right to
require performance of such obligation); and, (b) The Landlord is irrevocably
designated the Tenant's attorney in fact, with the power to execute,
acknowledge and deliver an Estoppel Certificate in the name of the Tenant.
ARTICLE 18 - QUIET ENJOYMENT
18.1 The Landlord covenants that the Tenant, upon payment of the Minimum
Guaranteed Rental and other charges above reserved, upon the due performance
of the covenants and agreements herein contained, shall amid may at all
times during the term hereby granted peaceably and quietly have, hold and
enjoy the Demised Premises for the term of this Lease. However, the Landlord
shall have no liability whatsoever to the Tenant for any breach of this
covenant occasioned by the acts of omissions of any transferee, succession
or assignee of the Landlord.
ARTICLE 19 - TENANT NEGLECT
19.1 If Tenant refuses or neglects to repair the Demised Premises as
required to the reasonable satisfaction of the Landlord as soon as reasonably
possible after written demand, Landlord may make such repair without
liability to Tenant for any loss or damage that may occur to Tenant's
merchandise, fixtures or other property or to Tenants business by reason
thereof and upon completion thereof Tenant shall pay Landlord's costs for
making such repairs plus fifteen (15%) percent for overhead, within ten (10)
days after the presentation of bill to Tenant by Landlord as additional rent.
Said bill shall include interest at eighteen (18%) percent per annum on said
cost from the date of completion of repairs by Landlord.
ARTICIE 20 - UTILITIES
20.1 Landlord, as part of the Minimum Guaranteed Rental shall provide
utilities for the Demised Premises, this includes all charges for heat,
water, sewer, gas, electricity and/or any other utility used or consumed in
the Demised Premises. In no event shall Landlord be liable for an
interruption or failure in the supply of any such utilities to the Demised
Premises, The Tenant shall use reasonable diligence in the conservation of
any utilities supplied to the Demised Premises.
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20.2 Tenant agrees to keep the Demised Premises heated and air-conditioned
at such levels as may be reasonably required by the Landlord to protect the
buildings and prevent dissipation of the heat and air-conditioning in those
areas immediately adjoining the Demised Premises.
ARTICLE 21 - INSURANCE
21.1 In addition to the Tenants obligations of this Lease, Tenant shall, from
the date the Demised Premises are ready for Tenants occupancy, and throughout
the term of this Lease, at Tenant's sole cost and expense, provide and keep in
full force and effect insurance on the Tenant's personal property. This
would include: the Tenant's trade fixtures, decorations signs, improvements
and contents. The Landlord shall provide insurance on the structures located
on the Demised Premises, this is the case, since the Tenant will be utilizing
the vacant agricultural nursery soil of the Demised Premises.
21.2 All insurance policies shall (i) meet the satisfaction to the Landlord;
(ii) be written as primary policy coverage, not contributing with, or in
excess of any coverage carried by Landlord or another; (iii) contain an
express waiver of the right of subrogation against the Landlord; (iv)
contains a provision that includes the Landlord as an insured, it shall
nevertheless be entitled to recover under the policy for any loss suffered as
a result of the acts or omissions of the Tenant; and, (v) contains a provision
that the insurer shall give the Landlord at least 30 days prior written notice
of any termination of lapse of insurance coverage, or material change in the
terms of insurance.
21.3 Each party hereto does hereby remise, release and discharge the either
party heretofore, and any officer, agent, employee or representative of such
party, of and from any liability whomever hereafter arising from loss,
damage, or injury caused by any casualty for which insurance (permitting
waiver of liability and containing a waiver of subrogation) is carried by
either party at the time of such loss, damage or injury to the extent of any
recovery by either party under such insurance.
ARTICLE 22 - DESTRUCTION
22.1 Tenant shall give prompt notice to Landlord in case of any fire or
other damage to the Demised Premises or the building. If the Demised
Premises shall be partially damaged by fire or other casualty insured under
the Landlord's insurance policies, then upon Landlord's receipt of the
insurance proceeds, Landlord shall, except as otherwise provided herein,
promptly repair and restore the same (exclusive of Tenant's trade fixtures,
decorations signs, improvements and contents) substantially to the condition
thereof immediately prior to such damage or destruction limited, however the
extent of the insurance proceeds actually received by Landlord; such repair
and restoration to be
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completed with in one hundred 180) days after the receipt by Landlord of the
insurance proceeds: (i) If both the Demised Premises and the Demised
Premises shall be damaged to the extent of twenty five (25%) percent or more
of the cost of replacement thereof; (ii) the Demised Premises or the
building of which the Demised Premises are a par shall be destroyed or
partially damaged as a result of a risk not insured by Landlord; or (iii)
the Demised Promises shall be damaged to the extent to twenty (20%) percent or
more of the cost of replacement thereof during the last two (2) years of the
Lease term (or any renewal term); or (iv) the building constituting the
Demised Premises shall be damaged to the extent of fifty (50%) percent or more
of the cost of replacement thereof whether or not the Demised Premises shall
be damaged; or (v) if any individual retail space containing 20.000 or more
square feet. if any. within the Demised Premises is damaged and such store or
stores are not re-opened for business for a period of one hundred eighty
(180) days after such damage or destruction, then or in any such event.
Landlord may elect to repair the damage as aforesaid, or to cancel this Lease
by written notice of cancellation given to Tenant within ninety (90) days
after the date of such occurrence, and thereupon this Lease shall cease and
terminate with the same force and effect as though the time set forth in the
Landlord's said notice were the date herein fixed for the expiration of the
Lease term; and Tenant shall vacate and surrender the Demised Premises to
Landlord. Upon the termination of this Lease, as addressed, Tenant's
liability from the Minimum Guaranteed Rent and other charges reserved
hereunder shall cease as of the date of such damage or destruction the
Landlord shall make an equitable refund of any Minimum Guaranteed Rental and
other charges paid by Tenant in advance and not earned. If there is a
destruction, as set forth in subdivision (iii) or (v) of this Article. Tenant
shall have a like option to terminate, but under subdivision (iii). Tenant
shall give notice thereof before Landlord commences repair or restoration,
and in any event such notice shall be given within thirty (30) days after
such destruction.
22.2 Unless this Lease is terminated by Landlord or Tenant as aforesaid,
this Lease shall remain in full force and effect and the parties waive the
provisions of law to the contrary, and Tenant shall repair, restore or
replace Tenants trade fixtures, decorations, improvements, signs and contents
in the Demised Premises in a rammer and to at least a condition equal to that
existing prior to their damage or destruction and the proceeds of all
insurance carried by Tenant on said property shall be held by Tenant for the
purposes of said repairs, restoration or replacement. If by reason of such
fire or other casualty the Demised Premises is rendered wholly untenantable,
the Minimum Guaranteed Rental shall be fully abated, or if only partially
damaged, such Minimum Guaranteed Rental shall be abated proportionately as to
that potion of the Demised Premises rendered untenantable, the Minimum
Guaranteed Rental shall be totally abated, or if only partially damaged, such
Minimum Guaranteed Rental shall be abated proportionally as to that portion
of the Demised Premises rendered untenantable, in either event (unless
Landlord shall elect to terminate this Lease, as aforesaid) until fifteen
(15) days after notice by Landlord to
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Tenant that the Demised Premises have been substantially repaired or
restored or until Tenant's business operations are restored in the entire
Demised Premises, whichever shall occur sooner. Tenant shall continue the
operation of Tenant's business in the Demised Premises, whichever shall
occur sooner. Tenant shall continue the operation of Tenant's business in
the Demised Premises or any part thereof not so damaged during any such
period to the extent reasonable practicable from the standpoint of prudent
business management.
22.3 Tenant shall not be entitled to and hereby waives all claims against
Landlord for any compensation or damage for loss or use of the whole or any
part of the Demised Premises and/or from any inconvenience or annoyance
occasioned by any such damage, destruction, repair or restoration.
23.4 Despite anything contained in this Lease to the contrary, and without
limiting the Landlord's right or remedies hereunder Landlord may, without
obligation or liability to Tenant, terminate this Lease with thirty (30)
days prior written notice to the Tenant and all Minimum Guaranteed Rental
and other charges shall be adjusted as of, and Tenant shall vacate and
surrender the Demised Premises on, such termination date:
(a) If damage or destruction occurs to the Demised Premises or any part
thereof by reason of any cause in respect of which there are no
proceeds of insurance available to Landlord, or
(b) If the proceeds of insurance are insufficient to pay Landlord for the
costs of rebuilding or making fit for occupancy (including
architectural fees) the Demised Premises or any part thereof (including
the Demised Premises), or
(c) If any mortgagee or other person or entity entitled to the proceeds of
insurance does not consent to the payment to Landlord of such proceeds
for such purpose, or
(d) If in the Landlord's opinion any such damage or destruction is caused
by any neglect, default, negligence, act or omission of Tenant, or
those for whom Tenant is in lawfully responsible, or any other person
entering upon the Demised Premises under express or implied invitation
of Tenant.
(e) Should Landlord elect to repair, reconstruct or rebuild the Demised
Premises the Demised Premises or any parts thereof Landlord may use
plans, specifications and working drawings other than those used in
the original construction of the Demised Premises or any part thereof.
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(f) If all or part of the Demised Premises is destroyed or damaged as set
forth in this Article, the Architect designated by Landlord shall
determine the extent of such destruction or damage and provide Landlord
with a certificate a testing to the condition of the Demised Premises
and the Demised Premises the certificate of the Architect shall bind
the parties as to:
(g) The percentage of replacement cost of the Demised Premises or Demised
Premises damaged or destroyed: and
(h) Whether or not Demised Premises cannot be used by the Tenant for a
period of one hundred eight (180) days or more after the occurrence of
the damage of destruction.
ARTICLE 23 - SUBORDINATION
23.1 This Lease is subject and subordination to all ground or underlying
leases which may now or hereafter affect the real property of which the
Demised Premises from a part and to all mortgages or deeds of trust which
may now or hereafter after such leases or the real property which the
Demised Premises form a part and to all renewals, modifications
consolidations replacement and extensions thereof. This clause shall be
self-operative and no further instrument of subordination shall be required
by Mortgagee or Beneficiary. In confirmation of such subordination, Tenant
shall execute promptly any certificate that Landlord, Mortgagor or
Beneficiary may request. Tenant, hereby constitutes and appoints Landlord as
Tenants attorney-in fact to execute any such certificate or certificates for
on behalf of Tenant.
23.2 Tenant agrees that at any time and from time to time within ten (10)
days following written notice from Landlord it will execute, acknowledge
and deliver to Landlord or any proposed Mortgagee, Beneficiary or purchaser,
in recordable form, a statement in writing certifying that this Lease is
unmodified and in full force and effect (or if there shall have been
modification, that the same is in full force and effect as modified and
stating the modifications), that there are no defenses or offsets thereto (or
stating those claimed by Tenant) and the dates to which the Minimum
Guaranteed Rental and other charges have been paid, in advance, if any, and
stating whether or not the Landlord is in default in the performance of any
covenant, agreement, or condition contained in this Lease, and if so,
specifying each such default and setting forth such other matters and
information as may be reasonably required from a prospective Mortgagee,
Beneficiary or purchaser of the Demised Premises it being intended that any
such statement delivered pursuant to this Article may be relied upon by any
prospective purchaser of the fee or any Mortgagee or Beneficiary thereof or
any assignee of any mortgage or deed of trust upon the of the Demised
Premises. Tenant agrees to attorn to such mortgages, deeds of trust or the
purchaser at any sale. Failure by the Tenant to comply with the provisions of
this Article shall make the Tenant liable for all costs and damages suffered
by the Landlord as a result of said failure to act.
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23.3 Within ten (10\} days after Landlord's request therefor, Tenant of this
Lease shall provide Landlord's mortgagee or Landlord's proposed Mortgagee,
as Landlord shall specify, periodic financial statements and other
information reasonably required by Landlord in order to verify Tenants current
financial condition.
ARTICLE 24 - CONDEMNATION
24.1 In the event that the whole Demised Premises shall be lawfully
tendered or taken in any manner for any public or quasi-public use, this
Lease and the term and estate hereby granted shall forthwith cease and
terminate as of the date of actual taking. In the event of a condemnation
or taking of a substantial part of the Demised Premises so as to destroy the
usefulness of the Demised Premises for the purpose for which the Demised
Premises were leased, Tenant shall have the right, by delivery of notice in
writing to Landlord within thirty (30) days after the vesting of title, to
terminate this Lease and the term and estate hereby granted as of the date of
actual taking.
24.2 If the whole of the common areas of the Demised Premises shall be
acquired or condemned by eminent domain for any public or quasi-public use
or purpose, then the term of this Lease shall cease and terminate as of the
date of title vesting in such proceeding unless Landlord shall take immediate
steps to provide offer parking facilities substantially equal to the
previously existing ratio between the common parking areas and the Demised
Premises, and such substantially equal parking facilities shall be provided
by Landlord at its own expense within ninety (90) days from the date of
acquisition. In the event that Landlord shall provide such other
substantially equal parking facilities, then this Lease shall continue in
full force and effect. In any event, Tenant shall have no claim against
Landlord for the value of any unexpired term of this Lease.
24.3 In the event of a partial condemnation which is not substantially
enough to destroy the usefulness of the Demised Premises for the purpose for
which they were leased, or in the event Tenant shall not terminate this Lease
within the time above limited, Landlord shall, provided that the proceeds of
the condemnation award are made available to the Landlord by any fee or
leasehold mortgagee whose interest may be superior to that of the Landlord;
and further provided that the condemnation does not result in a termination
or cancellation of any underlying ground lease, promptly, subject to
reasonable delays, restore the Demised Premises to an architectural unit as
nearly like its condition prior to such taking as shall be practicable, but
including hanging fixtures, furnishings, floor coverings, equipment, stock or
other personality, and this Lease shall continue in full force and effect,
except that, effective as of the date of actual taking, the Minimum
Guaranteed Rental shall be diminished by the amount representing the part of
said Minimum Guaranteed Rental applicable to that portion, if any of the
Demised Premises which is so condemned or taken.
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24.4 In the event of termination in any of the cases hereinabove provided,
this Lease and the term and estate hereby granted shall expire as of such
taking in the same manner and with the same effect as if that were the date
hereinbefore set for the expiration of the term of this Lease, and the
Minimum Guaranteed Rental shall be apportioned as of such date.
24.5 In the event of any condemnation or taking mentioned herein, whether
or not this Lease is term inated, Landlord shall receive the entire award in
the condemnation proceeding without deduction for any estate vested by this
Lease in Tenant and Tenant shall receive no part of such award. Tenant hereby
assigns to Landlord any and all right, title and interest of Tenant now or
hereafter arising in or to any such award,
24.6 Although all damages in the event of any condemnation are to belong to
the Landlord whether such damages are awarded as compensation for diminution
in value of the leasehold or to be the fee of the Demised Premises, Tenant
shall have the right to claim and recover from the condemning authority, but
not from Landlord, such compensation as may be separately awarded or
recoverable by Tenant in Tenant's own right on account of any and all cost or
loss to which fixtures, leasehold improvements and equipment, as well as any
award given for the unamortized value of Tenant's improvements, excluding
those paid for by Landlord.
ARTICLE 25 - INDEMNIFICATION OF LANDLORD
25.1 Tenant will indemnify Landlord and Landlord's management agent and
save them harmless from and against any and all claims, actions, damages,
liability and expense in connection with loss of life, personal injury
and/or damage to property arising from or out of any occurrence in, upon, or
at the Demised Premises, or the occupancy or use by Tenant of the Demised
Premises or any part thereof or occasioned wholly or in part by any breach of
this Lease by Tenant or any act or omission of Tenant, its agents,
contractors, employees, servants, lessees or concessionaires. In case
Landlord and/or Landlord's management agent shall, without fault on their
part, be made a party to any litigation commenced by or against Tenant, then
Tenant shall protect and hold landlord and/or Landlord's management agent
harmless and shall pay all costs, expenses and reasonable attorney fees
incurred or paid by Landlord in connection with such litigation. Tenant shall
also pay all costs, expenses and reasonable attorney's fees that may be
incurred or paid by Landlord in enforceable the covenants and agreements in
this Lease.
ARTICLE 26 - REAL ESTATE BROKER
28.1 Commissions. Tenant represents and warrants that there are no claims
for brokerage commission or finders fees in connection with the execution of
this Lease. Tenant agrees to indemnify Landlord against and hold Landlord
harmless from all liabilities arising from any other claims (including,
without limitation, the cost of legal fees and court costs in connection
therewith).
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ARTICILE 27 - RENOVATION
27.1 Renovation. Tenant understands and agrees that Landlord may, at any
time or from time to time during the term of this Lease, perform substantial
renovation work in and to the Demised Premises or the common areas thereof
(which work may include, but need not !be limited to, the repair or
replacement of the Demised Premises' exterior facade, exterior window glass
and doors, sidewalks, parking lots, landscaping, signs or mechanical
systems), any of which work may require access to the same from within the
Demised Premises or disruption of the common areas of the Demised Premises.
27.2 Tenant agrees that:
(a) Landlord shall have access to the Demised Promises at all reasonable
times, upon reasonable notice, for the purpose of performing such work,
and;
(b) Landlord shall incur no liability to Tenant, nor shall Tenant be
entitled to any abatement of Minimum Guaranteed Rental or other
charges on the account of any noise, vibration, or other disturbance to
Tenant's business at the Demised Premises (provided that Tenant and
Tenant's customers are not denied access to said Demised Premises which
shall arise out of such access to the Demised Premises by Landlord or
by the performance by Landlord of the aforesaid renovations to the
Demised Premises.
(c) Landlord shall use reasonable efforts (which shall not include any
obligation to employ labor at overtime rates) to avoid disruption of
Tenant's business during such entry in the Demised Premises or the
renovation off the Demised Premises
(d) It is expressly understood and agreed by and between Landlord and
Tenant that if Tenant shall commence any action or proceeding seeking
injunctive, declaratory, or monetary relief in connection with the
rights reserved to Landlord under this provision, or if Landlord shall
commence any action or proceeding to obtain access to the Demised
Premises or to the building of which the Demises Premises is a part in
accordance with this provision, and if Landlord shall prevail in any
such action, then Tenant shall pay to Landlord including any amounts
paid or payable by Landlord to contractors, architects, lenders, etc.
caused by the delays incurred by Landlord due to Tenant's action.
ARTICLE 28 - DEFAULT
28.1 The occurrence of any of the following shall constitute a material
default and breach of this Lease by Tenant: (i) Any failure by Tenant to pay
the Minimum Guaranteed Rental or any other monetary sums required to be paid
hereunder when due; (ii) The abandonment or vacation of the Demised Premises
or failure to conduct business on the
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Demised Premises for seven (7) consecutive business days; (iii) The making by
Tenant of any general assignment or general arrangement for the benefit of
creditors; or the appointment of a trustee or receiver to take possession of,
or the attachment, execution or other judicial seizure of substantially all
of Tenant's assets located at the Demised Premises or of Tenant's interest in
this Lease; (iv) If Tenant shall default with respect to any other lease or
other agreement between it and Landlord; v) If this Lease or any interest
therein shall by operation of law dissolve upon or pass to any person or
persons other than Tenant; (vi) Any failure by Tenant to fully observe and
perform any other provision, covenant or requirement of this Lease to be
observed or performed by Tenant at the time when such performance is due.
28.2 Tenant hereby grants to Landlord a consensual lien on all property
owned by Tenant which may hereafter at any time be placed in or on the
Demised Premises, for the payment of all Minimum Guaranteed Rental and any
other sums payable hereunder.
28.3 In the event of any default or breach by Tenant, Landlord may, at any
time thereafter; (i) Maintain this Lease in full force and effect and recover
the Minimum Guaranteed Rental and other monetary charges as they become due,
with or without terminating this Lease, while attempting to relet the Demised
Premises on any basis on which Landlord may in its discretion determine; (ii)
Initiate an action to recover possession and all sums in default; (iii)
Reenter the Demised Premises and terminate Tenant's right to possession with
or without notice or judicial proceeding, in which case Tenant shall
immediately surrender possession of the Demised Premises to Landlord; (iv)
Pursue any other remedy available at law or in equity. Effective upon any
such re-entry, Landlord shall have the right without liability to change or
alter locks on all doors of the Demised Premises and exclude Tenant therefrom
and, in its discretion, remove all property located therein. In the event of
such removal, such property may be stored in a public warehouse or elsewhere
at the cost of the Tenant. No such re-entry or execution of any other remedy
by Landlord shall constitute a termination of this Lease unless Landlord
notifies Tenant in writing of such termination. Notwithstanding that Landlord
fails to elect to terminate this Lease initially, Landlord at any time during
the term of this Lease may elect to terminate this Lease by virtue of any
previously uncured default by Tenant.
28.4 Regardless of any re-entry termination, Landlord shall be entitled to
recover from Tenant all damages incurred by Landlord by reason of Tenants
default, including, without limitation thereof any and all unpaid sums
existing at any time, plus the amount by which the charges which would be due
under this Lease until the end of the term exceed the amount of Minimum
Guaranteed Rental and other charges for the Demised Premises which has
actually been received for the entire period, any other costs incurred by
Landlord including the installation of improvements for tenant or any
replacement Tenant
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and any leasing or rental commissions paid on account of this Lease or any
subsequent lease made during the period which was to be the term hereof, any
attorney's fees and costs. Any sums received as rent by Landlord in excess
of the charges hereunder shall belong to Landlord.
28.5 Tenant shall remain responsible for the payment of Minimum Guaranteed
Rental and all other charges until the end of the term hereof subject only to
the actual receipt of rent by Landlord from any subsequent tenant in file
Demised Premises during the period which was to be the term hereof and in the
event that rent is not received by Landlord for that entire period, either
because of the execution of a lease for a shorter term or a default or
abandonment by any subsequent tenant or any other reason, then Tenant shall
remain responsible for the payment of Minimum Guaranteed Rental and all other
charges provided hereunder this Lease to Landlord.
ARTICLE 29 - SIGNS
29.l Prior to the Commencement Date, Tenant shall install and maintain
sign(s), advertising Tenant's business or products sold in the Demised
Promises, provided that the Tenant obtains the necessary permits from proper
governmental authorities for the erection and maintenance of said sign(s),
and the prior written approval and consent of the Landlord as to size, type,
design and location of the sign(s) on fascia of the building over the Demised
Premises, which approval will not be unreasonably withheld. Signs installed
by Tenant shall be non-audible and non-flashing.
29.2 Tenant shall not be permitted to erect, install, or place any temporary
or permanent signs in the common areas of the Demised Premises including on
the sidewalk, landscaped areas, parking lot, etc. or use any vehicle parked
in or adjacent to the Demised Premises which in Landlord's reasonable
opinion acts as an advertisement for or to hold a sign advertising Tenants
business.
ARTICLE 30 - FORCE MAJEURE
30.1 In the event that either party hereto shall be delayed or hindered in
or prevented from the performance of any act required hereunder by reason of
strikes, lockouts, labor troubles, inability to procure materials, failure of
power, restrictive governmental laws or regulations, riots, insurrections,
war or other reason of a like nature not the fault of the party delayed in
performing work or doing acts required under the terms of this Lease, then
performance of such act shall be excused for the period of such delay. The
provisions of this Article shall not excuse Tenant from the prompt payment of
Minimum Guaranteed Rental, Percentage Rental, additional rent, or any other
payments required by file terms of this Lease.
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ARTICLE 31 - RUBBISH REMOVAL
31.1 The Tenant shall keep the Demised Premises clean, both inside and
outside, and its own expense and will remove the ashes, garbage, excelsior,
straw, and other refuse from said Demised Premises. The Tenant shall not
burn any materials or rubbish of any description upon said Demised Premises.
Tenant agrees to keep all accumulated rubbish in covered containers and to
have same removed regularly, and to store the same in those areas of the
Demised Premises designated by Landlord from time to time for the storage of
rubbish awaiting collection.
31.2 If no such area is designated by the Landlord, then to store said
rubbish awaiting collection within the interior of the Demised Premises. In
the event the Tenant fails to keep the Demised Premises and other portions
therefor described in the proper condition, the Landlord may cause the same
to be done for the Tenant and the Tenant hereby agrees to pay the expenses
thereof on demand, as additional rent. Landlord shall have the rig ht to
contract for rubbish removal and tenant agrees to pay its share of said
rubbish removal as Landlord may reasonably apportion as additional rent.
Landlord shall have the right to have Tenant impound on a monthly basis
Landlord's reasonable estimate of Tenants share of the cost of rubbish
removal as provided for in Article 41 of this Lease.
31.3 Tenant covenants and agrees, at its sole cost and expense, to comply
with all present and future laws, orders and regulations of all state,
county, federal, municipal governments, departments, commissions and boards
regarding the collection, sorting, separation, and recycling of waste
products, garbage, refuse, and trash. Tenant shall sort and separate such
waste products, garbage, refuse and trash shall be placed in separate
receptacles reasonably approved by Landlord. Such separate receptacles may,
at Landlord's option, be removed from the Demised Premises in accordance with
a collection schedule prescribed by law.
31.4 Landlord reserves the right to refuses to collect or accept from
Tenant any waste products, garbage, refuse or trash that is not separated and
sorted as required by law, and to require Tenant to arrange for such
collection at Tenant's sole cost and expense using a contractor
satisfactorily to Landlord. Tenant shall pay all costs, expenses, fines,
penalties or damages that may be imposed on Landlord or Tenant by reason of
Tenants failure to comply with the provisions of this Article, and, at
Tenant's sole cost and expense, Tenant shall indemnify, defend and hold
Landlord and Landlord's agents and employees harmless (including legal fees
and expenses) hem and against all actions, claims, and suits arising hem such
noncompliance, utilizing counsel reasonably satisfactory to Landlord.
ARTICLE 32 - Hazardous Materials.
32.1 Hazardous Waste Laws. "Hazardous Waste Laws" means any and all federal,
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state or local laws, Ordinances, Rules, decrees, orders, regulations or court
decisions (including the so-called "common law") relating to hazardous
substances, hazardous materials, hazardous waste, toxic substances,
environmental conditions on, under or about the Demised Premises, or soil and
ground water conditions, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLAII")
as amended, 42 U..S.C. 9601, et seq., the Resource Conversation and Recovery
Act ("RCRA"), 42 U.S.C. 6901, et. seq., the Hazardous Materials
Transportation Act, 49 U.S.C. I 801, any amendments to the foregoing, and any
similar federal, state or local laws, ordinances, rules, decrees, orders or
regulations.
32.2 Hazardous Materials. "Hazardous Materials" means any chemical,
compound, material substance or other matter that: (i) is a flammable
explosive, asbestos radioactive material, nuclear medicine material, drug,
vaccine, bacteria, virus, hazardous waste, toxic substance, or related
injurious or potentially hazardous material, whether injurious or potentially
injurious by itself or in combination with other materials; (ii) is
controlled, designated in or governed by any Hazardous Materials Law: (iii)
gives rise to any reposing, notice or publication requirements under any
Hazardous Materials Law; or (iv) gives rise to any liability, responsibility
or duty on the part of the Tenant or Landlord with respect to any third
person under any Hazardous Materials Law.
32.3 Use. Term shall not allow any Hazardous Material to be used,
generated, released, stored or disposed of on under or about, or transposed
from the Demised Premises unless (i) such use is specifically disclosed to
and approved by Landlord in writing prior to such use; and (ii) such use is
conducted in compliance with the provisions of this Article. Landlord may
withhold approval if Landlord determines that such proposed use involves a
material risk of a release or discharge of Hazardous Materials or a violation
of any Hazardous Waste Laws or that Tenant has not provided reasonable
assurances of its ability to remedy such a violation and fulfill its
obligations under this Article.
32.4 Compliance With Laws. Tenant shall strictly comply with, and shall
maintain the Demised Premises in compliance with all Hazardous Waste Laws.
Tenant shall obtain and maintain in full force and effect all permits,
licenses, and governmental approvals required for Tenants operations on the
Demised Premises under any Hazardous Waste Laws and shall comply with all
terms and conditions thereof. At Landlord's request, Tenant shall deliver
copies of or allow Landlord to inspect, all such permits, licenses and
approvals. Tenant shall perform any monitoring, investigation, clean-up,
removal and other remedial work (collectively, "Remedial Work") required as
a result of any release or discharge of Hazardous Materials affecting the
Demised Premises or any violation of Hazardous Waste Laws by Tenant or
assignee of sublessee of Tenant or their respective agents, contractors,
employees, licensees or invitees. Landlord shall have the right to intervene
in any government action or proceeding involving any Remedial Work, and to
approval performance of the work, in order to protect Landlord's interests.
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32.5 Compliance With Insurance Requirements. Tenant shall comply with the
requirements of Landlord's and Tenant's insurers regarding Hazardous Materials
and with such insurer recommendations based upon prudent industry practices
regarding management of Hazardous Materials.
32.6 Notice: Reporting. Tenant shall notify Landlord, in writing, within
five (5) days after any of the following: (a) a release or discharge of any
Hazardous Material, whether or not the release or discharge is in quantities
that would otherwise be reportable to a public agency: (b) Tenants receipt of
any order or a governmental agency requiring any Remedial Work pursuant to
any Hazardous Waste Laws; (c) Tenants receipt of any warning, notice of
inspection, notice of violation the alleged violation, or Tenant's receipt
of notice or knowledge of any proceeding, investigation of enforcement action,
pursuant to any Hazardous Waste Laws; or (d) Tenant's receipt of notice or
knowledge of any claims made or threatened by any third party against Tenant
or the Demised Premises relating to any loss or injury resulting from
Hazardous Materials. Tenant shall deliver to Landlord copies of all test
results, reports and business or management plans required to be filed with
any governmental agency pursuant to any Hazardous Waste Laws.
32.7 Termination: Expiration. Upon termination or expiration of this Lease,
Tenant shall remove any equipment, improvements or storage facilities
utilized in connection with any Hazardous Materials and shall clean up,
detoxify, repair and otherwise restore the Demised Premises to a condition
free of Hazardous Materials.
32.8 Indemnity. Tenant shall protect, indemnity, defend and hold Landlord
harmless from and against any and all claims, costs, expenses, suits,
judgments, actions, investigations, proceedings and liabilities arising out
of or in connection with any breach of any provisions of this Article or
directly or indirectly arising out of the use, generation, storage, release,
disposal or transportation of Hazardous Materials by Tenant, or any sublessee
or assignee of Tenant or their respective agents, contractors, employees,
licensees or invitees, on, under or about the Demised Premises during the
Lease term of Tenant's occupancy of the Demised Premises including, but not
limited to, all foreseeable and unforeseeable consequential damages and the
cost of any remedial work. Neither the consent by Landlord to the use,
generation, storage, release, disposal or transportation of Hazardous
Materials nor the strict compliance with all Hazardous Materials Laws shall
excuse Tenant from Tenant's indemnification obligations pursuant to his
Article. The foregoing indemnity shall be in addition to and not a
limitation of the indemnification provisions provided in this Lease. Tenant's
obligations pursuant to this Article shall survive the termination or
expiration of this Lease.
32.9 Assignment: Subletting If Landlord's consent is required for an
assignment of this Lease or a sublease of the Demised Premises, Landlord shall
have the right to refuse such
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consent if the possibility of a release of Hazardous Materials is materially
increased as a result of the assignment or sublease or if Landlord does not
receive reasonable assurances that the new tenant has the experience and the
financial ability to remedy a violation of Hazardous Materials and fulfill
its obligations under this Article.
32.10 Entry and Inspecting: Cure. Landlord, and its agents, employees and
contractors, shall have the right, but not the obligation, to enter the
Demised Promises at all reasonable times to inspect the Demised Premises and
Tenants compliance with the terms and conditions of this Article, or to
conduct investigations and tests. No prior notice to Tenant shall be
required in the event of an emergency, or if Landlord has reasonable cause to
believe that violations of this Article have occurred, or if Tenant consents
at the time of entry. In all other cases, Landlord shall give at least
forty-eight (48) hours' prior notice to Tenant. Landlord shall have the
right, but not the obligation, to remedy any violation by Tenant of the
provisions of this Article pursuant to Article 16(c) of this Lease or to
perform any Remedial Work which is necessary or appropriate as a result of'
any governmental order, investigation or proceeding. The Tenant shall pay,
upon demand, all costs incurred by Landlord in remedying such violations or
performing all remedial work, plus interest thereon at the rate of eighteen
(18%) percent per annum from the date of demand until the date received by
Landlord.
32.11 Default. The release or discharge of any Hazardous Materials or the
violation of a ny Hazardous Waste Law shall be a material event of default
by Tenant under this Lease. Ill addition to or in lieu of the remedies
available under this Lease as a result of such default, Landlord shall have
the right, without terminating this Lease, to require Tenant to suspend its
operations and activities on the Demised Premises until Landlord is satisfied
that appropriate Remedial Work has been or is being adequately performed; and
Landlord's election of this remedy shall not constitute a waiver of
Landlord's right thereafter to declare a default and pursue other remedies
set forth in this Lease.
ARTICLE 33 - GENERAL CONDITIONS
33.1 This Lease shall be subject to the following general conditions:
(a) Performance. If the Tenant shall default in the performance of any
covenant or condition in the Lease required to be performed by the
Tenant, the Landlord may perform such covenant or condition for the
account and at the expense of the Tenant. If the Landlord shall incur
any expenses, including reasonable attorney's costs, in instituting,
prosecuting or defending any action or proceeding, instituted by reason
of any default of the Tenant, the Tenant shall reimburse the Landlord
for the amount of such expense as additional rent. The provision of
this paragraph shall survive the termination of this Lease.
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(b) Additions. Landlord hereby reserves the right to make alterations or
additions to and to build additional stories on the building in which
the Demised Premises are contained and to build adjoining to same.
Landlord also reserves the right to construct other buildings or
improvements in the Demised Premises from time to time and to make
alterations thereof or additions thereto and to build additional
stories on any such or buildings and to build adjoining same.
(c) Excavation. If any excavation shall be made upon land adjacent to the
Demised Premises, or shall be authorized to be made, Tenant shall
afford to the person causing or authorized to cause such excavation
license to enter upon the Demised Premises for the purpose of doing
such work as Landlord shall deem necessary to preserve the wall or the
building of which the Demised Premises form a part from injury or
damage and to support the same by proper foundations, without any
claim for damages or indemnification against Landlord for diminution or
abatement of Minimum Guaranteed Rental or other charges payable
hereunder.
(d) Waiver. No delay or omission in the exercise of any right or remedy of
Landlord on any default by Tenant shall imply such a right or remedy to
be construed as a waiver. The receipt and acceptance by Landlord of a
delinquent payment of Minimum Guaranteed Rental or any amount payable
by Tenant to Landlord shall not constitute a waiver of any other
default; it shall only constitute only a waiver of the timely payment
for the particular amount involved. No act or conduct of Landlord,
including, without limitation, acceptance of the keys of the Demised
Premises, shall constitute an acceptance or the surrender of the
Demised Premises by Tenant before the expiration of the term of this
Lease. Only a notice from Landlord to Tenant shall constitute
acceptance or the surrender of the Demised Premises. Landlord's
consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to waive or render unnecessary
Landlord's consent to or approval any subsequent act by Tenant. Any
waiver by Landlord or default by Tenant must be in writing and shall
not be a waiver of any other default concerning the same or of any
provision of this Lease.
(e) Accord and Satisfaction. No payment by Tenant or receipt by Landlord
of an amount less than the amount owed by Tenant shall be deemed to be
other than on account of' the earliest stipulated amount due, nor shall
any endorsement or statement on any check or letter accompanying any
check or payment be deemed an accord and satisfaction, and Landlord
shall accept such check or payments without prejudice to Landlord's
right to recover the balance of the amount due or to pursue any other
remedy provided for in this Lease.
(f) Rights of Redemption. Tenant hereby expressly waives any and all
rights or redemption granted by or under any present or future laws in
the event of Tenant being evicted or dispossessed any cause, or in the
event of Landlord obtaining possession of the Demised Premises by
reason of the violation by Tenant of any of the covenants or conditions
of this Lease, or otherwise.
26
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(g) Successors in Interest. All rights and liabilities here in given to
or imposed upon the respective parties hereto shall extend to and bind
the several respective heirs, executors, administrators, permitted
successors and assigns of the said parties, and if there shall be more
than one Tenant they shall all be bound jointly and severally by the
terms, covenants and agreements herein.
(h) "For Lease" Signs. Landlord may card the Demised Premises "For Lease"
or "For Rent" sixty (60) days before the termination of' this Lease.
Said sign shall be placed in a prominent place in Tenant's window, as
selected by Landlord, and the sign shall be Landlord's or Landlord's
agents leasing sign. Landlord may enter the Demised Premises at
reasonable hours to exhibit same to prospective purchasers or tenants.
(i) Arbitration. In cases which this Lease provided for the settlement of a
dispute or question by arbitration, the same shall be settled by
arbitration before three (3) arbitrators (unless the Landlord shall
agree to one (1) arbitrator) designated by the American Arbitration
Association and in accordance with the rules of such association. The
expenses or arbitration proceedings conducted hereunder shall be borne
equally by the parties.
(j) Union Labor Tenant agrees that whenever it is necessary to avoid a
strike, boycott or other work stoppage in or about the Demised Premises
that it will employ union labor for the purpose of making alterations,
additions, or improvements on or about the Demised Premises.
(k) Compliance with Laws. Tenant agrees, at its own expense, to promptly
comply with all requirements of any legally constituted public authority
made necessary by reason of Tenant's occupancy of the Demised Premises.
Tenant's failure to comply with any such requirements shall constitute a
default under this Lease.
(l) Soliciting Business. Tenant and Tenant's employees and agents shall
not solicit business in the parking lot or other common areas, nor
shall Tenant distribute any handbills or other advertising matter in or
on vehicles parking in the Demised Premises.
(m) Governing Laws. This Lease shall be governed by the laws of the State
of Arizona.
(o) Permits and Licenses. Tenant shall obtain and maintain in effect during
the term of this Lease all permits and licenses necessary for the
operation of Tenant's business as herein provided.
(p) Rules and Regulations. Tenant shall comply with all rules and
regulations for the use and occupancy of the Demised Premises as
Landlord, in its sole discretion, from time to time promulgates for
the best interest of the Demised Premises. Landlord shall have no
liability for violation by any other tenant of the Demised Premises of
any rules or regulations nor shall such violation or the waiver thereof
excuse Tenant from compliance.
27
<PAGE>
(q) Personal Property Taxes. Tenant shall be responsible for and shall pay
before delinquency all municipal, county, state or federal taxes
assessed during the term of this Lease against any leasehold interest
or property of any kind owned by or placed in, upon or about the Demised
Premises by Tenant.
(r) Obstructing Common Areas. Tenant shall neither encumber nor obstruct
the sidewalks adjoining said Demised Premises or allow the same to be
obstructed or encumbered in any manner and Tenant shall keep said
sidewalks free of rubbish and dirt. The Tenant shall not place or cause
to be placed any merchandise, vending machines, signs or anything on the
sidewalk or exterior of the Demised Premises without prior written
consent of the Landlord.
(s) Animals and Pets. Tenant shall not house, keep, feed or allow any pets
or animals in, at, or around the Demised Premises and Tenant shall be
responsible to remove any waste from the Demised Premises and the
Demised Premises which were caused by any animals or pets which were
brought to the Demised Premises by Tenant, its employees, customers or
invitees.
(t) Addendums. Should this Lease contain any Addendum(s) and should there
be a conflict between the terns and conditions of this Lease and any
Addendum(s) attached hereto and made a part hereof the terms and
conditions contained in the Addendum(s) shall prevail.
(u) Deliveries. Tenant shall use its best efforts to complete, or cause to
be completed, all deliveries, loading, unloading and services to the
Demised Premises prior to 10:00 a.m. of each day. Tenant shall attempt
to take all deliveries through Tenant's rear door, if one is provided
in the Demised Premises and shall further attempt to prevent any
delivery vehicles servicing the Demised Premises from parking or
standing in front of or at the rear of the Demised Premises from
10:00 a.m. and 9:00 p.m. of each day. Landlord reserves the right to
regulate further the activities of Tenant with regard to deliveries
and servicing of the Demised Premises and Tenant agrees to abide by
such nondiscriminatory regulations of Landlord.
(v) Financial Statement. Upon Landlord's request Tenant shall promptly
furnish Landlord, from time to time, financial statements reflecting
Tenant's or Tenant's financial condition. This request shall be
limited to no more than twice per year.
ARTICLE 34 - NOTICES
34.1 All notices under this Lease must be in writing and:
28
<PAGE>
(a) Any notice by Tenant to Landlord Certified or Registered Mail, Return
addressed to Landlord presently must be personally served or sent by
Receipt Requested, postage prepaid,
(b) Any notice by Landlord to Tenant must be personally served or sent by
Certified or Registered Mail, Return Receipt Requested, postage
prepaid, addressed to Tenant as follows:
Any notices given or delivered by other means shall not be effective.
34.2 Either Landlord or Tenant may designate, by similar written notice to
the other party, any other address for such purposes. All notices shall be
deemed delivered When deposited into the United States Mail or, if delivered
in person, notices shall be deemed delivered on the date of delivery.
ARTICLE 35 - RECORDATION OF LEASE
35.1 Landlord, in order to protect the benefits of this Lease, may whenever
necessary, record this Lease and abstracts and memorandums thereof, whether
required or permitted by law, in whatever states or jurisdiction in which the
same is recordable, at the Landlord's sole cost and expense (including, but
not limited to, the recording toes, taxes and all other costs and expenses
or recordation).
ARTICLE 36 - VALIDITY OF LEASE
36.1 This Lease contains the entire agreement between the parties and shall
not be modified in any manner except by an instrument in writing executed by
the parties. In any term or provision of this Lease, or the application
thereof to any person or circumstance shall to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term
or provision to persons or circumstances other than those as to which it is
held invalid or unenforceable, shall not be affected thereby and each term
and provision of this Lease shall be valid and be enforced to the fullest
extent permitted by law.
36.2 It is understood and agreed by the parties hereto that this Lease
contains all of the covenants, agreements, terms, provisions and conditions
relating to the leasing of the Demised Premises, and that the Landlord or
Landlord's leasing or management agents have not made and are not making,
and the Tenant in executing and delivering this Lease is not relying upon
any warranties, representations, promises or statements except to the extent
that the same may expressly be set forth in this Lease.
29
<PAGE>
36.3 The submission of this Lease for examination does not constitute a
reservation of or an option for the Demised Premises, and this Lease shall
become effective as a lease only upon the execution of this Lease by
Landlord and Tenant and delivery of the Lease.
36.4 If Tenant is a corporation or a partnership, Tenant represents and
warrants that it is duly formed, existing and in good standing under the laws
of the State of Arizona that it has full power and authority to execute and
fully perform its obligations under this Lease pursuant to its governing
instruments without the need for further action, and that the person(s)
executing this Lease on behalf of Tenant are the duly designated agents of
Tenant and are authorized to do so. Prior to execution of this Lease,
Tenant shall supply Landlord with such evidence as Landlord may request
regarding the authority of Tenant to enter into this Lease.
Article 37 - SURRENDER OF LEASE
37.1 The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, shall not work as a merger, and shall, at the option
of Landlord, terminate all of any existing subleases or subtenancies, or may,
at the option of Landlord, operate as an assignment to Landlord of any or
all of such subleases or subtenancies.
ARTICLE 38 - CAPTIONS AND SECTION
38.1 The captions, section numbers, article numbers, and index appearing in
this Lease are inserted only as a manner of convenience and in no way define,
limit, construe or describe the scope or intent of such sections or articles
of this Lease not in any way after this Lease.
ARTICLE 39 - IMPOUNDS
39.1 Landlord can adjust the monthly impound at the end of each accounting
period on the basis of Landlord's reasonable increases in estimated costs
for the following accounting period. A accounting period shall be a three
months (a quarter of year), except that the first accounting period shall
commence on the Commencement date and the last accounting period shall end
on the date this Lease expires or terminates.
39.2 Landlord shall endeavor to furnish to Tenant a statement showing the
actual costs for the impounded expenses, Tenant's share of these costs and
the impound payments made by Tenant during the accounting period within
ninety (90) days after the end of the accounting period.
30
<PAGE>
39.3 If Tenants share of the actual costs exceeds the impound payments
made by Tenant, Tenant shall pay Landlord the deficiency within ten (10)
days after Tenant's receipt of the statement. If Tenant's impound payments
made during the accounting period exceed Tenant's share of the costs,
Landlord shall pay to Tenant the excess at the time Landlord furnishes the
statement to Tenant or, at Landlord's option, apply such excess to other
amounts owed by Tenant to Landlord hereunder or towards the next year's
impounds and notify Tenant of such application.
IN WITNESS WHEREOF, the parties herewith have set their hands and seals the
day and year first above written on this Lease.
LANDLORD: TENANT
/s/ Rick Jesky /s/ Rick Jesky
- -------------------- ----------------------
By: Rick Jesky By: Oleramma, Inc.
Its: President
31
EXHIBIT 10(b)(i)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND RICK JESKY DATED
OCTOBER 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of October 1998, by and between
OLERAMMA, INC., a Nevada corporation with its principal place of business
located at 10801 E. Grove, Street, Apache Junction, AZ 85220 (hereinafter
referred to as "Company" or "Employer") and Rick Jesky (hereinafter referred
to as the "Employee"). The Company hereby employs the Employee and the
Employee hereby accepts employment on the terms and conditions hereinafter
set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on October 1, 1998 and terminate on
September 30, 1999, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (90) days prior to the date for termination as
indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive no compensation until the company
generates a profit, after all expenses.
(b) Following the first anniversary of this Agreement (namely, on
September 30, 1999, or as soon thereafter as practicable), and
following each anniversary, if any, thereafter, the Company shall
grant the Employee a performance and salary review for the purposes
of gauging the performance of the Employee for the preceding year
and adjusting the salary of the Employee hereunder looking to the
results of such review and the Company's financial progress, among
other things, as guides in such adjustments; provided, however,
that the Company is generating a profit, after all expenses. If the
Company is not generating a profit, no compensation will be paid to
the Employee.
3. Duties.
Employee is engaged as the President, Chief Executive Officer, and Chief
Financial Officer of the Company. In such capacities, Employee shall
exercise detailed supervision over the operations of the Company subject,
however, to control by the Board of Directors. The Employee shall perform
all duties incident to the title of President, Chief Executive Officer, and
Chief Financial Officer and such other duties as from time to time may be
assigned to him by the Board of Directors.
1
<PAGE>
4. Best Efforts of Employee.
The Employee shall devote his best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of his ability, experience
and talents, perform all the duties that may be required of and from him
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for his account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to his position and adequate for the performance of his duties.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items. The Company shall reimburse the
Employee for all such expenses on the presentation by the Employee, from
time to time, of an itemized account of such expenditures in a ccordance
with the guidelines set forth by the Internal Revenue Service for travel
and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time his compensation shall be paid in full, that is,
provided he is receiving compensation based on the profit he can generate
for the Company.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable to
perform his job for a period of up to and including a maximum of
3 months, the compensation payable to him for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a majority
of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from his employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
2
<PAGE>
9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For
the purpose of this section, "cause" shall be defined as meaning such
conduct by the Employee which constitutes in fact and/or law a breach
of fiduciary duty or felonious conduct having the effect, in the
opinion of the Board of Directors, of materially adversely affecting
the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon his prorated salary, up and until the
date of termination, provided the Company is generating a profit
after expenses. After the date of termination, the Employee shall
not be entitled to receive additional compensation of any kind or
nature from the Employer and all benefit and incentive programs
then in place shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information he may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: Oleramma, Inc., 10801 E. Grove Street,
Apache Junction, AZ 85220, and in the case of the Employee: Mr. Rick
Jesky, 10856 E. La Salle Street, Apache Junction, AZ 85220.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
3
<PAGE>
13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, violable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a br!each of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise
expressly stated herein, time is of the essence in performing hereunder.
This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior a greements and understanding relating to
the subject matter hereof, and this Agreement may not be modified or amended
or any term of provision hereof waived or discharged except in writing signed
by the party against whom such amendment, modification, waive r of discharge
is sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
Oleramma, Inc., Rick Jesky
/s/ Rick Jesky /s/ Rick Jesky
- ----------------- -----------------------
Rick Jesky, CEO Rick Jesky, Employee
Witnessed:
/s/ Linda Pike
- -------------------
Linda Pike, Secretary
5
<PAGE>
EXHIBIT 10(b)(ii)
EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND LINDA PIKE DATED
OCTOBER 1, 1998 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the
"Agreement"), effective as of the 1st day of October 1998, by and between
OLERAMMA, INC., a Nevada corporation with its principal place of business
located at 10801 E. Grove, Street, Apache Junction, AZ 85220 (hereinafter
referred to as "Company" or "Employer") and Linda Pike (hereinafter referred
to as the "Employee"). The Company hereby employs the Employee and the
Employee hereby accepts employment on the terms and conditions hereinafter
set forth.
1. Term.
Subject to the provisions for termination hereinafter provided, the initial
term of this Agreement shall commence on October 1, 1998 and terminate on
September 30, 1999, and shall continue thereafter on a year to year basis
unless terminated by the Company by delivery of written notice to the
Employee not later than thirty (90) days prior to the date for termination
as indicated in said notice.
2. Compensation and Performance Review
(a) As a result of the Company's current limited available cash, the
Employee agrees to receive no compensation until the company
generates a profit, after all expenses.
(b) Following the first anniversary of this Agreement (namely, on
September 30, 1999, or as soon thereafter as practicable), and
following each anniversary, if any, there after, the Company shall
grant the Employee a performance and salary review for the purposes
of gauging the performance of the Employee for the preceding year and
adjusting the salary of the Employee hereunder looking to the results
of such review and the Company's financial progress, among other
things, as guides in such adjustments; provided, however, that the
Company is generating a profit, after all expenses. If the Company is
not generating a profit, no compensation will be paid to the Employee.
3. Duties.
Employee is engaged as the Corporate Secretary of the Company. In such
capacities, Employee shall exercise detailed supervision over the operations
of the Company subject, however, to control by the Board of Directors. The
Employee shall perform all duties incident to the title of Corporate
Secretary and such other duties as from time to time may be assigned to her
by the Board of Directors.
1
<PAGE>
4. Best Efforts of Employee.
The Employee shall devote her best efforts to the business of the Company
and to all of the duties that may be required by the terms of this Agreement
to the reasonable satisfaction of the Company. The Employee shall at all
times faithfully, with diligence and to the best of her ability, experience
and talents, perform all the duties that may be required of and from her
pursuant to the express and implicit terms hereof to the reasonable
satisfaction of the Company. Such services shall be rendered at such other
place or places as the Company shall in good faith require or as the
interest, needs, business or opportunity of the Company shall require. The
Employee agrees not to engage in any employment or consulting work or any
trade or business for his account or for or on behalf of any other person,
firm or corporation, which would conflict with the operations of the
Company's business, unless the Employee obtains prior written consent from
the Board of Directors of the Company.
5. Working Facilities.
The Employee shall be furnished with all such facilities and services
suitable to her position and adequate for the performance of his duties.
6. Expenses.
The Employee is authorized to incur reasonable expenses for promoting the
business of the Company, including his out-of-pocket expenses for
entertainment, travel and similar items, provided it is preapproved by the
Company CEO. The Company shall reimburse the Employee for all such expenses
on the presentation by the Employee, from time to time, of an itemized
account of such expenditures in accordance with the guidelines set forth by
the Internal Revenue Service for travel and entertainment.
7. Vacation.
The Employee shall be entitled each year to a vacation of a reasonable
amount during which time his compensation shall be paid in full, that is,
provided he is receiving compensation based on the profit he can generate
for the Company.
8. Disability.
(a) Should the Employee, by reason of illness or incapacity, be unable
to perform her job for a period of up to and including a maximum of
3 months, the compensation payable to her for and during such
period under this Agreement shall be unabated. The Board of Directors
shall have the right to determine the incapacity of the Employee for
the purposes of this provision, and any such determination shall be
evidenced by its written opinion delivered to the Employee. Such
written opinion shall specify with particularity the reasons
supporting such opinion and be manually signed by at least a
majority of the Board.
(b) The Employee's compensation thereafter shall be reduced to zero. The
Employee shall receive full compensation upon his return to
employment and regular discharge of his full duties hereunder. Should
the Employee be absent from her employment for whatever cause for a
continuous period of more than 365 calendar days, the Company may
terminate this Agreement and all obligations of the Company hereunder
shall cease upon such termination.
2
<PAGE>
9. Termination.
(a) The Company may terminate this Agreement with cause at any time under
immediate notice to the Employee thereof, and such notice having been
given, this Agreement shall terminate in accordance therewith. For the
purpose of this section, "cause" shall be defined as meaning such
conduct by the Employee which constitutes in fact and/or law a breach
of fiduciary duty or felonious conduct having the effect, in the
opinion of the Board of Directors, of materially adversely affecting
the Company and/or its reputation.
(b) The Company may terminate this Agreement without cause by giving 90
days written notice to the Employee, and such notice having been
given, this Agreement shall terminate in accordance therewith.
(c) The Employee may terminate this Agreement without cause by giving 90
days written notice to the Company, and such notice having been given,
this Agreement shall terminate in accordance therewith.
(d) In the event of termination herein, the Employee shall be entitled to
receive compensation based upon his prorated salary, up and until the
date of termination, provided the Company is generating a profit after
expenses. After the date of termination, the Employee shall not be
entitled to receive additional compensation of any kind or nature
from the Employer and all benefit and incentive programs then in place
shall terminate.
10. Confidentiality.
The Employee shall not divulge to others any information she may obtain
during the course of his employment relating to the business of the Company
without first obtaining written permission of the Company.
11. Notices.
All notices, demands, elections, opinions or requests (however characterized
or described) required or authorized hereunder shall be deemed given
sufficiently if in writing and sent by registered or certified mail, return
receipt requested and postage prepaid, or by tested telex, telegram or cable
to, in the case of the Company: Oleramma, Inc., 10801 E. Grove Street,
Apache Junction, AZ 85220, and in the case of the Employee: Linda Pike,
6142 W. Harrison, Chandler, AZ 85226.
12. Assignment of Agreement.
No party may assign or otherwise transfer this Agreement or any of its
rights or obligations hereunder without the prior written consent to such
assignment or transfer by the other party hereto; and all the provisions of
this Agreement shall be binding upon the respective employees, delegates,
successors, heirs and assigns of the parties.
3
<PAGE>
13. Survival of Representations, Warranties and Covenants.
This Agreement and the representations, warranties, covenants and other
agreements (however characterized or described) by both parties hereto and
contained herein or made pursuant to the provisions hereof shall survive the
execution and delivery of this Agreement and any inspection or investigation
made at any time with respect to any thereof until any and all monies,
payments, obligations and liabilities which either party hereto shall have
made, incurred or become liable for pursuant to the terms of this Agreement
shall have been paid in full.
14. Further Instruments.
The parties shall execute and deliver any and all such other instruments and
shall take any and all such other actions as may be reasonably necessary to
carry the intent of this Agreement into full force and effect.
15. Severability.
If any provisions of this Agreement shall be held, declared or pronounced
void, voidable, invalid, unenforceable or inoperative for any reason by any
court of competent jurisdiction, government authority or otherwise, such
holding, declaration or pronouncement shall not affect adversely any other
provision of this Agreement, which shall otherwise remain in full force and
effect and be enforced in accordance with its terms and the effect of such
holding, declaration or pronouncement shall be limited to the territory or
jurisdiction in which made.
16. Waiver.
All the rights and remedies of either party under this Agreement are
cumulative and not exclusive of any other rights and remedies provided by
law. No delay or failure on the part of either party in the exercise of any
right or remedy arising from a breach of this Agreement shall operate as a
waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act
of occurrence shall not be deemed to be a consent to any other act of
occurrence.
17. General Provisions.
This Agreement shall be construed and enforced in accordance with, and
governed by, the laws of the State of Arizona. Except as otherwise expressly
stated herein, time is of the essence in performing hereunder. This Agreement
embodies the entire agreement and understanding between the parties and
supersedes all prior agreements and understanding relating to the subject
matter hereof, and this Agreement may not be modified or amended or any term
of provision hereof waived or discharged except in writing signed by the
party against whom such amendment, modification, waiver of discharge is
sought to be enforced. The headings of this Agreement are for convenience in
reference only and shall not limit or otherwise affect the meaning thereof.
The Agreement may be executed in any number of counterparts, each of which
shall be deemed an original but all of which taken together shall constitute
one and the same instrument.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
THE COMPANY: THE EMPLOYEE:
Oleramma, Inc., Linda Pike
/s/ Rick Jesky /s/ Linda Pike
- ------------------- ----------------------
Rick Jesky, CEO Linda Pike, Employee
5
OLERAMMA, INC.
EXHIBIT #23 Consent of Experts and Counsel
Barry L. Friedman, P.C., CPA
To Whom It May Concern:
March 22, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant consents
to the inclusion of my report of March 22, 1999 on the Financial Statements
of Oleramma, Inc. from the inception date of September 21, 1998 through
February 28, 1999, in any filing that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.
Professionally,
/s/ Barry L. Friedman
- -----------------------------
Barry L. Friedman, P.C., CPA
1582 Tulita Drive
Las Vegas, NV 89123
Office: 702-361-8414
Fax: 702-896-0278
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE
STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> SEP-21-1998
<PERIOD-END> FEB-28-1999
<CASH> 39,134
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 330
<INVENTORY> 0
<CURRENT-ASSETS> 39,134
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,464
<CURRENT-LIABILITIES> 360
<BONDS> 0
0
0
<COMMON> 3,767
<OTHER-SE> 35,337
<TOTAL-LIABILITY-AND-EQUITY> 39,464
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 7,272
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,252)
<EPS-PRIMARY> (0.002)
<EPS-DILUTED> (0.002)
</TABLE>
EXHIBIT 29 (a)(i)
DEAN HELLER
Secretary of State
DONALD J. REIS
Chief Deputy Secretary of State
CHARLES E. MOORE
Securities Administrator
SCOTT W. ANDERSON
Deputy Secretary for Commercial Recordings
PAMELA BISSELL CROWELL
Deputy Secretary for Elections
STATE OF NEVADA
(State Seal)
OFFICE OF THE
SECRETARY OF STATE
AGENT OF THE ISSUER REGISTRATION
DATE: 02/19/99
TO: Thomas Cook
THOMAS C. COOK & ASSOCIATES
3110 S. Valley View, Suite 105
Las Vegas, NV 89102
RE: Jesky, Richard T. (Agent of the Issuer)
Issuer: OLERAMMA NURSERY
File No: S98-248
Dear Sir:
Please be advised that the above referenced sales representative
registration is effective with the state of Nevada, Securities
Division, as of 02/19/99, and such registration remains in effect
until December 31, 1999.
Also, please be aware of the fact that no solicitation or sales may
be made until the securities registration of the issuer has been
approved with the Securities Division.
A renewal fee of $55 must be paid by January 1, 2000. If the firm
does not wish to renew the sales representative\rquote s registration,
please terminate that registration by submitting a Form U-5 to this
Division.
If you have any questions or need further assistance concerning the
licensing of sales representatives in the state of Nevada, contact
Terry Sanchez, Licensing Examiner, (702) 486-2440.
FOR THE ADMINISTRATOR
/s/ Edwin J. Apenbrink
- ------------------------
EDWIN J APENBRINK
Director of Registration and Licensing
MAIN OFFICE:
101 N. Carson Street, Suite 3
Carson City, NV 89701-4786
Telephone (702) 687-5203
Fax (702) 687-3471
SECURITIES DIVISION:
555 E. Washington Avenue, Suite 5200
Las Vegas, NV 89101
Telephone (702) 486-2440
Fax (702) 486-2452
<PAGE>
EXHIBIT 29 (a)(ii)
DEAN HELLER
Secretary of State
DONALD J. REIS
Chief Deputy Secretary of State
CHARLES E. MOORE
Securities Administrator
SCOTT W. ANDERSON
Deputy Secretary for Commercial Recordings
PAMELA BISSELL CROWELL
Deputy Secretary for Elections
STATE OF NEVADA
(State Seal)
OFFICE OF THE
SECRETARY OF STATE
AGENT OF THE ISSUER REGISTRATION
DATE: 02/19/99
TO: Thomas Cook
3110 S. Valley View, Suite 105
Las Vegas, NV 89102
FILE NUMBER: R97-578
ISSUER: OLERAMMA, INC.
DATE OF FILING: 02/03/99
Please be advised that the registration statement of the above
referenced issuer became effective in Nevada on 02/19/99.
Such registration does not constitute a finding by the administrator
that any document filed under this Chapter 90 of the Nevada Revised
Statutes is true, complete and/or not misleading. Further, the
administrator has not passed upon t he merits or qualifications of,
or recommended or given approval to, any person, security, or
transaction. Any representation to the contrary is a violation of
NRS 90.610 and is subject to criminal and/or civil penalties.
The Securities Division requests a copy of the final prospectus when
available together with any other post-effective amendment required
by Nevada securities laws and/or regulations. The effectiveness of
this registration statement expires one (1) year from the date of
effectiveness in Nevada unless terminated at an earlier date.
ADDITIONAL COMMENTS;
<NONE>
Please address any inquiries to this office, at (702) 486-2440.
Yours truly,
/s/ Robert L. Bevill for
- -------------------------
EDWIN J APENBRINK
Director of Registration and Licensing
MAIN OFFICE:
101 N. Carson Street, Suite 3
Carson City, NV 89701-4786
Telephone (702) 687-5203
Fax (702) 687-3471
SECURITIES DIVISION:
555 E. Washington Avenue, Suite 5200
Las Vegas, NV 89101
Telephone (702) 486-2440
Fax (702) 486-2452
<PAGE>
