U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
CLARION INTERNET, INC.
- ------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 33-0860027
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
44489 Town Center Way, Suite D487, Palm Desert, California 92260
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (760) 342-8040
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
Securities to be registered under Section 12(g) of the Act:
Common Stock
- ------------------------------------------------------------------------------
(Title of Class)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) Business Development. Clarion Internet, Inc. ("Clarion" or the
"Company"), was incorporated in the State of Nevada on January 9, 1999. The
Company is in its development stage, organizing and preparing to offer an
easily-accessible, small-town feeling Internet experience to small and growing
businesses.
(b) Business of Issuer. The Company's business is in developing a single
point of contact, one-stop, turn-key operation for the creation of Internet
presence for existing, not-on-line "legacy" companies. Clarion will contract
with a client company for preparation of the company's business information
presentation in an electronic format, aid in design of the web site and various
web pages, determine and create appropriate search response requests and
information delivery mechanisms, create site visitor information analysis
algorithms, provide data storage and retrieval, as necessary, create links to
existing portals and "bannering" based upon the client's desire to pay for
commercial advertising, update the client's information on a real-time basis,
and provide liaison or direct service through affiliated Internet Service
Providers.
Initially, most of the Company's new business will derive from direct
sales and from referrals. Although the Internet industry is extremely
competitive, there are few local Internet providers in the Coachella Valley,
where the Company is located, and still fewer web producers geared towards
small and expanding businesses. Consequently, the Company's potential for
expansion is great.
At the present time, the Company does not anticipate the need for any
governmental approval for its products or services. If government regulation
becomes a factor and approval of the Company's products and/or services becomes
necessary at some point in the future, the Company will seek such approval at
the appropriate time.
As of June 14, 1999, the Company had two full-time employees. When
projects are under construction, the Company hires temporary help sufficient to
staff the projects, as and if necessary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(a) Plan of Operation.
Management plans to solicit customers from the greater Coachella Valley
area of the Inland Basin/Palm Springs regions of California, a region currently
under-serviced for purposes of Internet and electronic commerce applications.
This will be accomplished through print media advertisement and by word-of-
mouth through existing contacts of the two employed personnel.
Based upon the low monthly overhead associated with current operations,
the company believes that it has sufficient cash on hand to allow for 6 months
of operations before any revenues are obtained. Should the business expand,
and if the needs of the clientele require further equipment support, the
company will need to raise additional capital.
The Company would require the hiring of additional employees only if the
volume of business increases.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company presently maintains its principal place of business at 44489
Town Center Way, Suite D487, Palm Desert, California 92260, a space provided to
the Company, free of charge, by its Secretary, Shirley Bethurum. Additionally,
the Company sub-lets space located at 44915 Golf Center Parkway, Suite 2,
Indio, California 92001. The rent for this space is $300 per month, on a
month-to-month basis.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security ownership of certain beneficial owners. The table below
identifies any individuals (including any "group") who is known to the company
to be the beneficial owner of more than five percent of any class of the small
business issuer's voting securities:
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount and nature Percentage of
class of beneficial of beneficial class
Owner ownership
Common Matthew Blansett 200,000 13.33%
30540 San Eljoy
Cathedral City, CA 92234
Common Shirley Bethurum 200,000 13.33%
P.O. Box 3456
Galveston, TX 77551
Common Alice Neville 120,000 8.0%
315 John Henry Drive
Henderson, Nevada 89014
Common Mark Neville 120,000 8.0%
315 John Henry Drive
Henderson, Nevada 89014
Common Susan McCabe 120,000 8.0%
1475 Terminal Way, Suite E
Reno, Nevada 89502
Common Jessica Santoro 120,000 8.0%
6871 Soldela Drive
Las Vegas, Nevada 89115
Common Nancy Jones 120,000 8.0%
1475 Terminal Way, Suite E
Reno, Nevada 89502
</TABLE>
(b) Security ownership of management. The table below sets for the
ownership by all directors and nominees, and each of the named executive
officers of the Company, and directors and executive officers of the registrant
as a group.
<TABLE>
<S> <C> <C> <C>
Title of Name and address Amount and nature Percentage of
class of beneficial of beneficial class
Owner ownership
Common Matthew Blansett 200,000 13.33%
30540 San Eljoy
Cathedral City, CA 92234
Common Shirley Bethurum 200,000 13.33%
P.O. Box 3456
Galveston, TX 77551
</TABLE>
There are no agreements between or among any of the shareholders which
would restrict the issuance of shares in a manner that would cause any change
of control of the Company. There are no voting trusts, pooling arrangements or
similar agreements in place between or among any of the shareholders, nor do
the shareholders anticipate the implementation of such an agreement in the near
term.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
(a) Directors and Executive Officers:
Matthew Blansett [President / Director], has been teaching in the Desert
Sands Unified School District since 1994. Mr. Blansett has taught language and
technology-related courses, and has been involved with the school district's
Language Assessment Team, its Technology Committee and its Technology Pilot
Project. Mr. Blansett received his Bachelors of Arts in Education and
Psychology from Central State University, Edmond, Oklahoma, in 1989. He has
also completed the required course work for his Masters in Education, in
Instructional Technology, from the California State University, at San
Bernardino.
Shirley Bethurum [Secretary / Director], has been a principle of several
start-up companies. Her experience and skills include office management,
manufacturing design and equipment purchase, purchase and supply management,
direct sales and advertising implementation, warehouse management and
fulfillment, new product introduction and start-up and financial management.
Ms. Bethurum's additional responsibilities with Clarion will include seeking
strategic partners for the Company to team with in the rapidly-changing
Internet market place.
During the past five years, none of the officers or directors of the
Company have been subject to a bankruptcy petition, criminal conviction, or any
order, judgment or decree, not subsequently reversed, suspended or vacated of
any court of competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities, or found to be guilty of any
securities laws infractions.
(b) There are no significant employees who are not described as
executives above, and there are no family relationships among directors,
executive officers or any nominees to these positions.
ITEM 6. EXECUTIVE COMPENSATION.
<TABLE>
SUMMARY COMPENSATION TABLE
Annual compensation Long term compensation
Awards Payouts
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Name and Year Salary($) Bonus($) Other Restricted Securities LTIP All
Principal annual stock awards underlying payouts other
position compensation options/SARs ($) compen-
(Medical) (#) sation
($)
----------------------------------------------------------------------------------------------------
Matthew 1999 12,000 0 0 0 0 0 0
Blansett
Shirley 1999 0 0 0 0 0 0 0
Bethurum
</TABLE>
The existing directors of the Company currently serve on a non-compensated
basis.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Matthew Blansett (President) and Shirley Bethurum (Secretary) are
currently the owner-operators of the business, and each of them owns 200,000
shares or 13.33% of the issued and outstanding stock. The salary for Mr.
Blansett, $1,000 per month (deferred) was not established by arms-length
negotiations and may not be equivalent to salaries of persons in similar
positions in competitive companies.
During the preceding year, the company conducted an offering under Rule
504, raising a total of $25,000 in cash. This offer was conducted by the
officers of the company and no compensation was paid to either of them for the
funds raised. Expenses of the offering were legal and accounting, and were
satisfied from the proceeds of the offering in the amount of $4,000. Neither
the law firm nor the accounting firm have any equity interest in the company.
ITEM 8. DESCRIPTION OF SECURITIES.
There is only one class of stock, common, each share having equal and
identical rights to every other share for purposes of dividends, liquidation
preferences, voting rights and any other attributes of the company's common
stock. No voting trusts or any other arrangement for preferential voting exist
among any of the shareholders, and there are no restrictions in the Bylaws or
Articles of Incorporation precluding issuance of further common stock or
requiring any liquidation preferences, voting rights or dividend priorities
with respect to this class of stock. As of May 31, 1999, there were 1,500,000
shares issued and outstanding.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS.
The Company has never been listed on any exchanges, nor has it traded its
shares in any private or "pink sheet" style of marketplace. At the date of
this filing, the Company has 24 shareholders, none of whom have held their
shares more than one year since the date of issuance. None of these
shareholders are currently eligible for transactions under Rule 144. Seven
shareholders bought common stock of the Company in a registered 504 made in the
State of New York under its exemption statutes and closed before the NASD's
April 7, 1999 deadline. The shares resulting from the 504 offering are now
free-trading. Subsequently, two of the shareholders that bought in the
Company's 504 offering, Hemisphere Holding Company and George Bethurum,
transferred their shares to other individuals, resulting in the now current
number of 24 shareholders of record. No dividends have been earned or declared
since the inception of the Company.
ITEM 2. LEGAL PROCEEDINGS.
To the best knowledge of the officers and directors of the Company,
neither the Company nor any of its officers or directors is a party to any
material legal proceeding or litigation and such persons know of no other
material legal proceeding or litigation contemplated or threatened. There are
no judgments against the Company or its officers or directors. None of the
officers or directors has been convicted of a felony or misdemeanor relating to
securities or performance in corporate office.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On March 29, 1999, the Company commenced a Rule 504 Offering in the State
of New York under that state's exemption statutes. The Offering resulted in
1,000,000 new shares of the Company's common stock being issued to seven new
shareholders, for a total of $25,000 cash. The shares were sold by the
officers and directors of the Company who did not receive any commissions from
such sales. The total costs of the Offering were $3,000, comprised of legal
fees, transfer agent's fees and printing and engraving costs. The Offering was
closed on April 5, 1999. The net offering proceeds to the Company, after
deducting the total expenses, were $22,000.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the Articles of Incorporation provides that no director of
the Company shall have personal liability to the corporation or to its
shareholders for damages for any breach of duty in such capacity, provided,
however, that the provisions shall not eliminate or limit:
(a) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or
(b) the payment of dividends in violation of NRS 78.300.
PART F/S FINANCIAL.
Demian & Co. 60 Walnut Avenue Suite 100
Certified Public Accountants Clark, New Jersey 07066
(732)382-5888
To Whom It May Concern:
The firm of Demian & Company, Certified Public Accountants consents to the
inclusion of their report of June 15, 1999, on the Financial Statements of
Clarion Internet Inc., as of May 31, 1999, in any filings that are necessary
now, or in the near future, with the U.S. Securities & Exchange Commission.
Very Truly Yours,
/s/ Peter Demian
Peter Demian, CPA
<PAGE>
CLARION INTERNET, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
From
Inception (January 8, 1999)
To
May 31, 1999
<PAGE>
TABLE OF CONTENTS
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 - 10
<PAGE>
DEMIAN & COMPANY
Certified Public Accountants
60 Walnut Avenue Suite 100 Office (732) 382-5888
Clark, New Jersey 07066 Fax No (732) 815-7810
INDEPENDENT AUDITORS' REPORT
Board of Directors June 15, 1999
Clarion Internet Inc.
44489 Town Center Way
#D487
Palm Desert, CA 92260
We have audited the accompanying Balance Sheet of Clarion Internet Inc. (A
Development Stage Company), as of May 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the partial period of
January 8, 1999 (Corporate inception) through May 31, 1999. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Clarion Internet Inc. (A
Development Stage Company) as of May 31, 1999 and the results of its operations
and cash flows for the partial period May 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #5.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Peter Demian
Peter Demian, CPA
Demian & Company
Certified Public Accountants
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<S> <C>
March 10
1999
--------
CURRENT ASSETS:
Cash $ 21,050
--------
TOTAL CURRENT ASSETS $ 21,050
--------
OTHER ASSETS: $ 0
--------
TOTAL OTHER ASSETS $ 0
--------
TOTAL ASSETS $ 21,050
--------
</TABLE>
See accompanying notes to financial statements & audit report
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
1999
-------
CURRENT LIABILITIES:
Accounts Payable $ 0
TOTAL CURRENT LIABILITIES $ 0
-------
STOCKHOLDERS' EQUITY (Note 1)
Common stock, $.0001 par value
Authorized 100,000,000 shares
Issued and Outstanding
1,500,000 shares $ 150
Additional Paid-In Capital $24,900
Net income from operations $(4,000)
Total Stockholders' Equity $21,050
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $21,050
-------
</TABLE>
See accompanying notes to financial statements & audit report
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<S> <C>
From inception to
December 31,
1999
------------
INCOME: $ 0
------------
EXPENSES:
Legal Fees $ 2,500
Transfer Fees $ 1,500
------------
Total Expenses $ 4,000
------------
Net Profit/Loss (-) $(4,000)
------------
Net Profit/Loss(-)
Per weighted
Share ( Note 1) $ (.003)
Weighted average
Number of common
shares outstanding 1,500,000
------------
</TABLE>
See accompanying notes to financial statements & audit report
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<S> <C> <C> <C> <C>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------- ------ ---------- --------
Inception date of
January 8, 1999 500,000 $ 50
Common stock
issued in Limited offering
for $ 0.025 per share 1,000,000 $100 $ 24,900 $ (4,000)
Net loss Period ended
May 31, 1999 $ (4,000)
------------------------------------------------
Balance, May 31, 1999 1,500,000 $150 $ 24,900 $ (4,000)
</TABLE>
See accompanying notes to financial statements & audit report
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C>
For Period of
January 8, 1999
To May 31, 1999
_______________
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $ (4,000)
Adjustments to reconcile
Net loss to net cash
Provided by operating
Activities.
Common stock issued for
Services $ 0
_______________
Changes in assets and
Liabilities:
Increase in current
liabilities $ 0
_______________
Net cash used in
Operating activities $ 0
Cash Flows from
Investing Activities $ 0
Cash Flows from
Financing Activities
Issuance of common
Stock for cash $ 25,050
_______________
Net increase (decrease)
in cash $ 25,050
Cash,
Beginning of period $ 0
_______________
Cash,
End of period $ 21,050
_______________
</TABLE>
See accompanying notes to financial statements & audit report
<PAGE>
CLARION INTERNET, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
May 31, 1999
NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY
On January 8, 1999, Clarion Internet Inc.( the "Company") was
incorporated under the laws of the State of Nevada. The Company currently has
no operations and, in accordance with SFAS #7, is considered a development
stage company.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses using the accrual method of
accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash Equivalents
For the purpose of the statements of cash flows, all highly liquid
investments with a maturity of three months or less are considered to be cash
equivalents. There are no cash equivalents as of May 31, 1999.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, (SFAS #
109), "Accounting for 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 will be 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), "Earning Per Share". Basis 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
dilutive common stock equivalents had been converted to common stock. As of
May 31, 1999, the Company had no dilutive common stock equivalents such as
stock options.
Year End
The Company has selected December 31, as its' year end.
2000 Disclosure
The year 2000 issue is the result of computer programs being written using
two digits rather that four digits to define the applicable year. 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
it will require only off-the-shelf software utilizing a Microsoft Windows
platform for all of its computer 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 a significant operational
problem and will not materially affect future financial results.
The Company currently anticipates purchasing new off-the-shelf year 2000
compatible software within 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.
NOTE 3-INCOME TAXES
There is no provision for income taxes for the period ended May 31, 1999,
due to the net loss and no state income tax in the state of the Company's
domicile and operations, Nevada. The Company's total deferred tax asset as of
May 31, 1999 is as follows:
Net operating loss carry forward $ 4,000
Valuation Allowance $ (4,000)
---------
Net deferred tax asset $ 0
---------
The federal net operating loss carry forward will expire in various
amounts from 2016 to 2017.
This carry forward may be limited upon the consummation of a business
combination under IRS Section 381.
NOTE 4- SHAREHOLDERS' EQUITY
Common Stock
As of January 8, 1999, Clarion Internet, Inc. authorized 100,000,000
shares of common stock with a $0.0001 par value. 500,000 of these shares were
issued to the company's officers.
On March 29, 1999, Clarion Internet, Inc. had a limited offering of
1,000,000 shares for $.025 per share and raised $ 25,000.
Total shares issued and outstanding are 1,500,000 as of report date.
Preferred Stock
CLARION INTERNET, INC. has no preferred stock.
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. The Company has not established revenues sufficient to cover its
operating costs and allow it to continue as a going concern. It is the intent
of the Company to seek a merger with an existing, operating company. 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 neither owns nor leases any real or personal property. An
officer has provided office services without charge. Such costs are immaterial
to the financial statements and accordingly are not reflected herein. The
officers and directors are involved in other business activities and most
likely will become involved in other business activities in the future. If a
specific business opportunity becomes available, such persons may face a
conflict of interest. A Company policy for handling such a conflict has not
yet been formulated.
NOTE 7- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
<PAGE>
CLARION INTERNET, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
(Unaudited)
June 30, 1999
<PAGE>
CLARION INTERNET, INC.
Balance Sheet
June 30, 1999
ASSETS
<TABLE>
<S> <C>
June 30
1999
--------
CURRENT ASSETS:
Cash $ 18,931
--------
TOTAL CURRENT ASSETS $ 18,931
--------
OTHER ASSETS: $ 0
--------
TOTAL OTHER ASSETS $ 0
--------
TOTAL ASSETS $ 18,931
--------
</TABLE>
Unaudited -- Management Purposes Only
<PAGE>
CLARION INTERNET, INC.
Balance Sheet
June 30, 1999
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
1999
-------
CURRENT LIABILITIES:
Accounts Payable $ 0
Salaries Payable $ 1,000
TOTAL CURRENT LIABILITIES $ 1,000
-------
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value
Authorized 100,000,000 shares
Issued and Outstanding
1,500,000 shares $ 150
Additional Paid-In Capital $24,900
Retained Earnings $(4,000)
Net Loss from Operations $(3,119)
Total Stockholders' Equity $18,931
-------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $18,931
-------
</TABLE>
Unaudited -- Management Purposes Only
<PAGE>
Clarion Internet, Inc.
Income Statement
For month ended June 30, 1999
<TABLE>
<S> <C>
Revenue:
Revenue from operations $ 0
Total Revenue $ 0
Expenses:
Accounting Fees $ 1,500
Rent 300
Salaries Expense 1,000
Telephone 319
-------
Total Expenses $ 3,119
-------
Net Income (loss) ($3,119)
=======
</TABLE>
Unaudited -- Management Purposes Only
<PAGE>
PART III
FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS
Interim Statement for June 30, 1999 (unaudited)
Audited Financial Statement for May 31, 1999
(b) EXHIBITS
3.1 Articles of Incorporation, dated January 9, 1999
3.2 Bylaws, adopted on January 12, 1999
10 Employee / Contractor Agreement for Matthew Blansett
15 Letter of Consent from Accountant Demian & Company
27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
CLARION INTERNET, INC.
Date: July 2, 1999 By: /s/ Matthew Blansett
Matthew Blansett
President, Chairman
Date: July 2, 1999 By: /s/ Shirley Bethurum
Shirley Bethurum
Secretary, Director
<PAGE>
Exhibit 3.1 Articles of Incorporation
ARTICLES OF INCORPORATION
OF
CLARION INTERNET
I. The name of this corporation is CLARION INTERNET.
II. The Resident Agent of this corporation for the transaction of
business, until changed according to law, shall be the following:
Nevada Business Services
675 Fairview Dr. #246
Carson City, NV 89701
III. This corporation may engage in any lawful activity or activities
in Nevada and throughout the world.
IV. The total authorized capital stock of this corporation is -- One
Hundred Million -- shares, each share having $0.0001 par value. All of the
voting power of the capital stock of this corporation shall be subject to
assessment and no holder of any share or shares shall have preemptive rights to
subscribe to any or all issues of shares of other securities of this
corporation.
V. The directors, officers and stockholders of this corporation are
indemnified from any personal liability for damages including costs of
developing records, investigator fees and attorney fees, if any, for breach of
fiduciary duty or civil suit as a director or officer, but does no eliminate or
limit the liability for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of dividends
in violation of NRS 78.300.
VI. The members of the governing board of this corporation shall be
styled directors, and they shall be one in number until changed either by (1)
an amendment to the Articles of Incorporation of this corporation, or (2) the
adoption of By-Laws, and from time to time amendments thereunto increasing or
decreasing the number of directors, but in no case shall the number of
directors be smaller than one or the number of stockholders, whichever shall be
the least. The name and address of the person who is appointed to act as the
first director of this corporation is as follows:
Shirley Bethurum
675 Fairview Dr. #246
Carson City, NV 89701
VII. This corporation is to have perpetual existence.
VIII. The name and address of the first incorporator of this
corporation is as follows:
Mary Ann Dickens
675 Fairview Dr. #246
Carson City, NV 89701
The powers of the incorporator are to terminate upon filing of these
Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation of Clarion Internet on this 8th day of January, 1999.
/s/ Mary Ann Dickens
Incorporator
STATE OF NEVADA )
) ss
CARSON CITY )
On this 8th day of January, 1999, before me, James W. Hume, a Notary
Public in and for said County and State, personally appeared Mary Ann Dickens,
known to me to be the person whose name is subscribed to the foregoing
instrument, and who duly acknowledged to me that she executed the same for the
purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State, the day and year in this Certificate first above
written.
[SEAL] /s/ James Hume
NOTARY PUBLIC
<PAGE>
Exhibit 3.2 Bylaws of the Company
BYLAWS
OF
"CLARION INTERNET"
(the "Corporation")
Article I.
Office
The Board of Directors shall designate and the Corporation shall maintain
a principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at
such place within or outside the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be held between the 8th and
15th of January of each year. If such day is a legal holiday, the meeting may
be on the next business day. This meeting shall be for the election of
Directors and for the transaction of such other business as may properly come
before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute,
may be called by the President upon written request of the holders of 50% or
more of the outstanding shares entitled to vote at such special meeting.
Written notice of such meeting stating the place, the date and hour of the
meeting, the purpose or purposes for which it is called, and the name of the
person by whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour
of the meeting, and in the case of a special meeting, the purpose or purposes
for which the meeting is called, which shall be delivered not less than ten or
more than fifty days before the date of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the books of
the Corporation, with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without
the State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than
sixty days prior to any meeting as the record date for the purpose of
determining shareholders entitled to notice of and to vote at such meetings of
the shareholders. The transfer books may be closed by the Board of Directors
for a stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented, any business may
be transacted, which might have been transacted at the meeting as originally
noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote
at such meeting in person or by proxy. Except as may otherwise be provided in
the currently filed Articles of incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be determined by a
majority of the vote's cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to 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 a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III.
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its Board
of Directors. The Board of Directors may adopt such rules and regulations for
he conduct of their meetings and the management of the Corporation as they
appropriate under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one
and five, as the Directors may by resolution determine from time to time. Each
of the Directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than by this Bylaw, immediately after and, at the same place as the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice. At any meeting at
which every Director shall be present, even though without any formal notice,
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one
vote. The act of a majority of Directors present at a meeting shall be the act
of the full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case
of death, resignation, or removal of any Director, or if the authorized number
of Directors is increased, or if the shareholders fail, at any meeting of the
shareholders, at which any Director is to be elected, to elect the full
authorized number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders
holding a majority of the shares outstanding and entitled to vote. Such vacancy
shall be filled by the Directors then in office, though less than a quorum, to
hold office until the next annual meeting or until his successor is duly
elected and qualified, except that any directorship to be filled by election by
the shareholders at the meeting at which the Director is removed. No reduction
of the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
9. Resignation
A Director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. A resignation shall
become effective upon its acceptance by the Board of Directors; provided,
however, that if the Board of Directors has not acted thereon within ten days
from the date of its delivery, the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action(s) taken unless his dissent shall be placed in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as
all Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the
Board, who shall preside at all meetings of the Board of Directors, and shall
perform such other duties as may be prescribed from time to time by the Board
of Directors. The Chairman may by appointment fill any vacancies on the Board
of Directors.
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. In its discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of President and
Secretary. Any two or more offices may be held by the same person. Officers may
or may not be Directors or shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each Officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the
manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation
either to the President or to the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question if he is also a
Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be created, may be
filled by the Board of Directors for the un-expired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of
the Corporation. He shall preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain to the office
of President and shall have general and active supervision over the property,
business, and affairs of the Corporation and over its several Officers, agents,
or employees other than those appointed by the Board of Directors. He may sign,
execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds and other obligations, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may
be assigned to him by the Board of Directors or the President. In the absence
or disability of the President, the Vice President designated by the Board or
the President shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders
and of the Board of Directors and, to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of stockholders, of the Board of
Directors, and of any committee appointed by the Board. He shall have custody
of the corporate seal and general charge of the records, documents and papers
of the Corporation not pertaining to the performance of the duties vested in
other Officers, which shall at all reasonable times be open to the examination
of any Directors. He may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation and affix the
seal of the Corporation thereto. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on behalf of the
Corporation for collection checks, notes and other obligations, and shall
deposit the same to the credit accounts to any Director of the Corporation upon
application at the office of the Corporation during business hours; and,
whenever required by the Board of Directors or the President, shall render a
statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may
be assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate Officers or agents.
No Officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of
the Corporation shall execute to the Corporation a bond in such sums and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, moneys
or securities of the Corporation, which may come into his hands.
Article V.
Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select, or as may
be selected by an Officer or agent of the Corporation authorized to do so by
the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form of
an appropriate legal writing, which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or printed. Where such
bond or debenture is authenticated with the manual signature of an authorized
Officer of the Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued, the signature of
any of the Corporation's Officers named thereon may be facsimile. In case any
Officer who signed, or whose facsimile signature has been used on any such bond
or debenture, shall cease to be an Officer of the Corporation for any reason
before the same has been delivered by the Corporation, such bond or debenture
may nevertheless be adopted by the Corporation and issued and delivered as
though the person who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates
prepared by the Board of Directors and signed by the President. The signatures
of such Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than the
Corporation itself or one of its employees. All certificates for shares shall
be consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled except that in case of a lost, destroyed or mutilated certificate,
a new one may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The corporation authorizes the
transfer of shares without medallion guarantee, such transfers will be
guaranteed by the Corporation. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more
transfer agents and registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such transfer agents
and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board of
Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnify the Corporation as
transfer agents and registrars, if any, against claims that may be made on
account of the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such
consideration as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of shares
shall be conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder thereof, in fact, and shall not be bound
to recognize any equitable or other claim to or on behalf of this Corporation
to any and all of the rights and powers incident to the ownership of such stock
at any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like
powers upon any other person or persons.
Article VII.
Indemnification
No Officer or Director shall be personally liable for any obligations of
the Corporation or for any duties or obligations arising out of any acts or
conduct of said Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and against any and
all claims, judgments and liabilities to which such persons shall become
subject by reason of his having heretofore or hereafter been a Director or
Officer of the Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by him as such
Director or Officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim or
liability, including power to defend such persons from all suits or claims as
provided for under the provisions of the Nevada Revised Statutes; provided,
however, that no such persons shall be indemnified against, or be reimbursed
for, any expense incurred in connection with any claim or liability arising out
of his own negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude any other
right to which he may lawfully be entitled, nor shall anything herein contained
restrict the right of the Corporation to indemnify or reimburse such person in
any proper case, even though not specifically herein provided for. The
Corporation, its Directors, Officers, employees and agents shall be fully
protected in taking any action or making any payment, or in refusing so to do
in reliance upon the advice of counsel.
Article VIII.
Notice
Whenever any notice is required to be given to any shareholder or Director
of the Corporation under the provisions of the Articles of Incorporation, or
under the provisions of the Nevada Statutes, a waiver thereof in writing signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of such meetings,
except where attendance is for the express purpose of objecting to the holding
of that meeting.
Article IX.
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special meeting.
Any Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X.
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI.
Dividends
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.
Article XII.
Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation.
January 12, 1999
/s/ Shirley Bethurum
Shirley Bethurum, Secretary
<PAGE>
Exhibit 10 Employee / Contractor Agreement for Matthew Blansett
Employee / Contractor Agreement
Agreed this first day of June, 1999 between Clarion Internet, Inc. and
Matthew Blansett. Matthew Blansett agrees to provide valuable services to and
for Clarion Internet on a regular and monthly basis for a period of one year or
until termination by mutual consent by both parties. Clarion Internet agrees
to pay Matthew Blansett a base monthly fee equal to $1,000.00. Said fee shall
accrue until Clarion Internet has sufficient cash flow funds to pay Matthew
Blansett.
So stated and agreed to this first day of June, 1999
/s/ /s/
Clarion Internet Matthew Blansett
<PAGE>
Exhibit 15 Letter of Consent from Accountant Demian & Company
Demian & Co. 60 Walnut Avenue Suite 100
Certified Public Accountants Clark, New Jersey 07066
(732)382-5888
To Whom It May Concern:
The firm of Demian & Company, Certified Public Accountants consents to the
inclusion of their report of June 15, 1999, on the Financial Statements of
Clarion Internet Inc., as of May 31, 1999, in any filings that are necessary
now, or in the near future, with the U.S. Securities & Exchange Commission.
Very Truly Yours,
/s/ Peter Demian
Peter Demian, CPA
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0
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