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OMB Number: 3235-0419
Expires: March 31, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(g) of
The Securities Exchange Act of 1934
IDAHO TECHNICAL, INC.
-----------------------------
(Name of Small Business Issuer in its charter)
Idaho 82-0507874
--------------------- ---------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6352 Almquist Avenue
P.O. Box 396
Murray, Idaho 83874
--------------------------------------- --------
(Address of principal executive offices) Zip code)
Issuer's telephone number: (208) 682-4739
---------------
Securities to be registered pursuant to Section 12(b) of the Act: none
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
--------------------
(Title of Class)
Submission page 1 of
38
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IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
<TABLE>
TABLE OF CONTENTS
Submission
Page
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<S> <C>
PART I
Item 1. Description of Business 3
Item 2. Plan of Operation 8
Item 3. Description of Property 12
Item 4. Security Ownership of Certain Beneficial Owners and Management 12
Item 5. Directors, Executive Officers, Promoters and Control Persons 14
Item 6. Executive Compensation 16
Item 7. Certain Relationships and Related Transactions 16
Item 8. Description of Securities 17
PART II
Item 1. Market for Common Equities and Related Stockholder Matters 17
Item 2. Legal Proceedings 19
Item 3. Changes in and Disagreements with Accountants 19
Item 4. Recent Sales of Unregistered Securities 19
Item 5. Indemnification of Directors and Officers 19
PART F/S
Financial Statements 20
PART III
Item 1. Index to Exhibits 28
Signatures 28
EX 3.1 29
EX 3.2 32
EX 27 38
Submission page 2 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
PART I
Item 1. Description of Business
Idaho Technical, Inc. (the "Company") was incorporated on July 27, 1968 under
the laws of the State of Idaho, under the name Idaho Copper and Gold, Inc. for
the purpose of exploration of 27 unpatented claims in the East Couer D' Alene
Mining District in Idaho. During 1968 and 1969, the Company engaged in initial
exploration and assessment of its claims and the construction of mining roads
and tunnels. These services were paid for by the Company issuing its stock.
The Company continued exploration and assessment work on its claims until 1990,
continuing to issue stock in lieu of cash payments to various independent
contractors who performed these services. Since 1990, the Company has been
inactive and has undertaken no business operations to date. Since the Company
abandoned its claims and has no other assets, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and consummate a
merger or acquisition with a private entity. Recently, the Company amended its
Articles of Incorporation to permit the Company to engage in any and all legal
activities. The Board of Directors of the Company has elected to commence
implementation of the Company's principal business purpose, described below
under "Item 2 - Plan of Operation."
The Company is filing this registration statement on a voluntary basis because
the primary attraction of the Company as a merger partner or acquisition vehicle
will be its status as a public company. Any business combination or transaction
will likely result in a significant issuance of shares and substantial dilution
to present stockholders of the Company.
The Company has been in the developmental stage since 1990 and has had no
operations since 1990. The proposed business activities described herein
classify the Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities of "blank check"
companies in their respective jurisdictions. Management does not intend to
undertake any efforts to cause a market to develop in the Company's securities
or undertake any offering of the Company's securities, either debt or equity,
until such time as the Company has successfully implemented its business plan
described herein.
Forward Looking Statements
The Company cautions readers regarding certain forward looking statements in the
following discussion and elsewhere in this registration statement or any other
statement made by, or on the behalf of the Company, whether or not in future
filings with the Securities and Exchange Commission. Forward looking statements
are not based on historical information but relate to future operations,
strategies, financial results or other developments. Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond the Company's control and many of which,
with respect to future business decisions, are subject to change. These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The Company disclaims any
obligation to update forward looking statements.
Submission page 3 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
The Company's business is subject to numerous risk factors, including the
following:
No Operating History or Revenue and Minimal Assets. The Company has had no
operating history since 1990 nor any revenues or earnings from operations. The
Company has no significant assets nor financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a
business opportunity and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified business
opportunity. While management intends to seek business combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous other
factors beyond the Company's control.
Scarcity of and Competition for Business Opportunities and Combinations. The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well-financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may be desirable target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination. Moreover, the
Company will also compete in seeking merger or acquisition candidates with
numerous other small public companies.
No Agreement for Business Combination or Other Transaction- No Standards for
Business Combination. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with, joint venture with or acquisition of,
a private or public entity. There can be no assurance the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the Company.
There is no assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has not established
a specific length of operating history or a specified level of earnings, assets,
net worth or other criteria which it will require a target business opportunity
to have achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the
Company may enter into a business combination with a business opportunity having
no significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative characteristics.
Submission page 4 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Continued Management Control, Limited Time Availability. While seeking a
business combination, management anticipates devoting up to twenty hours per
month to the business of the Company. None of the Company's officers has
entered into a written employment agreement with the Company and none is
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on any of its officers or directors. Notwithstanding the
combined limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect development of the
Company's business and its likelihood of continuing operations. See "Item 5 -
Directors, Executive Officers, Promoters and Control Persons."
Conflicts of Interest - General. Officers and directors of the Company may in
the future participate in business ventures which could be deemed to compete
directly with the Company. Additional conflicts of interest and non-arms length
transactions may also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the Company
transacts business. Management has adopted a policy that the Company will not
seek a merger with, or acquisition of, any entity in which management serve as
officers, directors or partners, or in which they or their family members own or
hold any ownership interest.
Reporting Requirements May Delay or Preclude Acquisition. Sections 13 and 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") require companies
subject thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired, covering one,
two, or three years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
Lack of Market Research or Marketing Organization. The Company has neither
conducted, nor have others made available to it, results of market research
indicating that market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan to establish, a
marketing organization. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.
Lack of Diversification. The Company's proposed operations, even if successful,
will in all likelihood result in the Company engaging in a business combination
with a business opportunity. Consequently, the Company's activities may be
limited to those engaged in by business opportunities which the Company merges
with or acquires. The Company's inability to diversify its activities into a
number of areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks associated with
the Company's operations.
Submission page 5 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Regulation. Although the Company will be subject to regulation under the
Securities Exchange Act of 1934, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the Investment
Company Act of 1940. In such event, the Company would be required to register
as an investment company and could be expected to incur significant registration
and compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any violation of such Act
would subject the Company to material adverse consequences.
Probable Change in Control and Management. A business combination involving
the issuance of the Company's Common Shares will, in all likelihood, result in
shareholders of a private company obtaining a controlling interest in the
Company. Any such business combination may require management of the Company to
sell or transfer all or a portion of the Company's Common Shares held by them,
or resign as members of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of one or more present
officers and directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the Company.
Reduction of Percentage Share Ownership Following Business Combination. The
Company's primary plan of operation is based upon a business combination with a
private concern which, in all likelihood, would result in the Company issuing
securities to shareholders of any such private company. The issuance of
previously authorized and unissued Common Shares of the Company would result in
reduction in percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of the
Company.
Disadvantages of Blank Check Offering. The Company may enter into a business
combination with an entity that desires to establish a public trading market for
its shares. A business opportunity may attempt to avoid what it deems to be
adverse consequences of undertaking its own public offering by seeking a
business combination with the Company. Such consequences may include, but are
not limited to, time delays of the registration process, significant expenses to
be incurred in such an offering, loss of voting control to public shareholders
and the inability or unwillingness to comply with various federal and state laws
enacted for the protection of investors.
Taxation. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target entity; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
Submission page 6 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential business
opportunity must provide audited financial statements for review, for the
protection of all parties to the business combination. One or more attractive
business opportunities may choose to forego the possibility of a business
combination with the Company, rather than incur the expenses associated with
preparing audited financial statements.
Item 2. Plan of Operation
The Company intends to seek to acquire assets or shares of an entity actively
engaged in business which generates revenues, in exchange for its securities.
The Company has no particular acquisitions in mind and has not entered into any
negotiations regarding such an acquisition. None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary contact or
discussions with any representative of any other company regarding the
possibility of an acquisition or merger between the Company and such other
company as of the date of this Registration Statement.
The Company has no full time employees. The Company's President and Secretary
have agreed to allocate a portion of their time to the activities of the
Company, without compensation. These officers anticipate that the business plan
of the Company can be implemented by their devoting minimal time per month to
the business affairs of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such officers. See "Item 5
- - Directors, Executive Officers, Promoters and Control Persons - Resumes."
The Company's officers and directors may, in the future, become involved with
other companies who have a business purpose similar to that of the Company. As
a result, additional potential conflicts of interest may arise in the future. If
such a conflict does arise and an officer or director of the Company is
presented with business opportunities under circumstances where there may be a
doubt as to whether the opportunity should belong to the Company or another
"blank check" company they are affiliated with, they will disclose the
opportunity to all such companies. If a situation arises in which more than one
company desires to merge with or acquire that target company and the principals
of the proposed target company has no preference as to which company will merge
or acquire such target company, the company which first filed a registration
statement with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction.
The Bylaws of the Company provide that the Company shall possess and may
indemnify officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities subject to such
indemnification. See "Part II - Item 5 - Indemnification of Directors and
Officers."
Submission page 7 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
General Business Plan
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See "Part F/S -
Financial Statements." This lack of diversification should be considered a
substantial risk to shareholders of the Company because it will not permit the
Company to offset potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes) for all shareholders and other factors.
Potentially, available business opportunities may occur in many different
industries and at various stages of development, all of which will make the task
of comparative investigation and analysis of such business opportunities
extremely difficult and complex.
The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities with any significant cash or other assets.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act") specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.
Submission page 8 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
The analysis of new business opportunities will be undertaken by, or under the
supervision of, the officers and directors of the Company, none of whom is a
professional business analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities which may be brought to its
attention through present associations of the Company's officers and directors,
or by the Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available technical,
financial and managerial resources; working capital and other financial
requirements; history of operations, if any; prospects for the future; nature of
present and expected competition; the quality and experience of management
services which may be available and the depth of that management; the potential
for further research, development, or exploration; specific risk factors not now
foreseeable but which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or expansion; the potential for profit;
the perceived public recognition of acceptance of products, services, or trades;
name identification; and other relevant factors. Officers and directors of the
Company expect to meet personally with management and key personnel of the
business opportunity as part of their investigation. To the extent possible,
the Company intends to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters relating
to the new business of the Company, shall rely upon their own efforts and, to a
much lesser extent, the efforts of the Company's shareholders, in accomplishing
the business purposes of the Company. It is not anticipated that any outside
consultants or advisors will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does retain such an
outside consultant or advisor, management will review such consultant or
advisor's credentials as well as his or her experience and reputation in
providing advice to management in implementing its business plan, which services
will be limited to analysis of a prospective merger or acquisition candidate to
assist management in evaluating a particular candidate and any cash fee earned
by such party will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to pay such obligation.
There have been no contracts or agreements with any outside consultants and none
are anticipated in the future.
The Company will not restrict its search for any specific kind of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in essentially any stage of its corporate life. It is
impossible to predict at this time the status of any business in which the
Company may become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However, the Company does not
intend to obtain funds in one or more private placements to finance the
operation of any acquired business opportunity until such time as the Company
has successfully consummated such a merger or acquisition.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
no capital with which to pay these anticipated expenses, present management of
the Company will pay these charges with their personal funds, as interest free
Submission page 9 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
loans to the Company. However, the only opportunity which management has to
have these loans repaid will be from a prospective merger or acquisition
candidate. Management has agreed among themselves that the repayment of any
loans made on behalf of the Company will not impede, or be made conditional in
any manner, to consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any terms of sale of the shares presently held by
officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of its transaction, the Company may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition and the Company
is no longer considered a "shell" company. Until such time as this occurs, the
Company will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a
market develops, of which there is no assurance.
While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code"). In order
to obtain tax-free treatment under the Code, it may be necessary for the owners
of the acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company, would retain less than
20% of the issued and outstanding shares of the surviving entity, which would
result in significant dilution in the equity of such shareholders.
As part of the Company's investigation, officers and directors of the Company
will meet personally with management and key personnel, may visit and inspect
material facilities, obtain independent analysis of verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which
Submission page 10 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
the Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other
parties, the management of the opportunity and the relative negotiation
strength of the Company and such other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's pre-merger shareholders.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the
parties prior to and after such closing, will outline the manner of bearing
costs, including costs associated with the Company's attorneys and accountants,
will set forth remedies on default and will include miscellaneous other terms.
As stated herein above, the Company will not acquire or merge with any entity
which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 34 Act.
Included in these requirements is the affirmative duty of the Company to file
independent audited financial statements as part
of its Form 8-K to be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's audited
financial statements included in its annual report on Form 10-K (or 10-KSB, as
applicable). If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance with the
requirements of the 34 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be acquired in the
closing documents, the closing documents will provide that the proposed
transaction will be voidable, at the discretion of the present management of the
Company. If such transaction is voided, the agreement will also contain a
provision providing for the acquisition entity to reimburse the Company for all
costs associated with the proposed transaction.
Submission page 11 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Year 2000 Disclosure
Many existing computer programs use only two digits to identify a year in the
date field. These programs were designed and developed without considering the
impact of the upcoming change in the century. If not corrected, many computer
applications could fail or create erroneous results by or at the Year 2000. As
a result, many companies will be required to undertake major projects to address
the Year 2000 issue. Because the Company has no assets, including any personal
property such as computers, it is not anticipated that the Company will incur
any negative impact as a result of this potential problem. However, it is
possible that this issue may have an impact on the Company after the Company
successfully consummates a merger or acquisition. Management intends to address
this potential problem with any prospective merger or acquisition candidate.
There can be no assurances that new management of the Company will be able to
avoid a problem in this regard after a merger or acquisition is so consummated.
Competition
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company.
In view of the Company's combined extremely limited financial resources and
limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors.
Item 3. Description of Property
The Company has no properties and at this time has no agreements to acquire any
properties. The Company intends to attempt to acquire assets or a business in
exchange for its securities which assets or business is determined to be
desirable for its objectives.
The Company operates from its offices at 6352 Almquist Avenue, P.O. Box 396,
Murray, Idaho 83874. This space is provided to the Company on a rent free basis
by David A. Miller, a director/officer/shareholder of the Company, and it is
anticipated that this arrangement will remain until such time as the Company
successfully consummates a merger or acquisition. Management believes that this
space will meet the Company's needs for the
foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The table below lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as the securities of the Company
beneficially owned by all directors and officers of the Company. Unless
otherwise indicated, the shareholders listed possess sole voting and investment
power with respect to the shares shown.
Submission page 12 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
</TABLE>
<TABLE>
Name and Amount and
Address of Nature of
Beneficial Beneficial Percent of
Title of Class Owner Owner Class
- ---------------- -------------------------- ------------------ ----------
<S> <C> <C> <C>
Common David A. Miller(1) 503,000 17.9%
P.O. Box 396
Murray, Idaho 83874
Common C.F Pears 900,000 32.1%
P.O. Box 85
Silverton, Idaho 83867
Common Dale F. Miller(1) 354,000 12.6%
P.O. Box 396
Murray, Idaho 83874
Common Sam Petersen 330,000 11.7%
The Academy
Room 302
1216 N. Superior
Spokane,
Washington 99202
Common Helen Cornell 225,000 08.0%
1284 Woodlawn Dr.
Hayden, Idaho 83835
Common Jeannie B. Miller(1) 153,000 05.4%
P.O. Box 142
Clark Fork,
Idaho 83811
Common All Officers and
Directors as a
Group (3 persons) 1,010,000 36.0%
</TABLE>
(1) Officer and Director of the Company.
The balance of the Company's securities are held by forty persons.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The directors and officers of the Company are as follows:
<TABLE>
Name Age Position
- ---- --- --------
<S> <C> <C>
Dale F. Miller 64 President, Director
David A. Miller 44 Secretary,
Treasurer, Director
Jeannie B. Miller 61 Director
</TABLE>
Submission page 13 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
The above listed officers and directors will serve until the next annual meeting
of the shareholders or until their death, resignation, retirement, removal, or
disqualification, or until their successors have been duly elected and
qualified. Vacancies in the existing Board of Directors are filled by majority
vote of the remaining Directors. Officers of the Company serve at the will of
the Board of Directors.
The Company does not presently intend to issue any additional stock to
management or promoters or their affiliates or associates in exchange for their
services or for any other consideration. However, if a business
opportunity is found which meet the criteria for the Company, incentive
stock options may be considered for management only by the Board of
Directors, but only under a strict set of criteria based upon the
performance of the Company.
There are no agreements or understanding for any officer or director to resign
at the understanding of any other person and none of the officers or directors
are acting on behalf or will act at the direction of any other person.
Only the participation of the named officers and directors will be material to
the operations of the Company and no promoters exist who will act on behalf of
the Company.
Resumes
Dale F. Miller, President and Director. Mr. Miller has been engaged in the
creation of jewelry which he sells at the family owned gift store in Murray,
Idaho. Mr. Miller has no formal education but has spent considerable time in the
local entertainment business as a singer-songwriter. He has also engaged on a
limited basis in the prospecting and exploration of gold and other minerals in
the local area. Mr. Miller is married to Jeannie Miller and is David Miller's
father.
David A. Miller, Secretary/Treasurer and Director. Mr. Miller has owned and
operated the family gift store in Murray, Idaho for approximately eight years.
He has also been involved in the local mining, logging and building businesses
in recent years.
Jeannie B. Miller, Director. Ms. Miller has been engaged in the local area as a
singer-songwriter. Ms. Miller also operates her own antique business. Along
with her husband, Ms. Miller has also engaged in the local mining business.
Prior "Blank Check" Experience
No officer or director of the Company has been an officer or director of any
"blank check" public reporting company, and no officer or director has ever
promoted, is promoting or will be promoting any other blank check company during
their tenure as an officer and director of the Company.
Conflicts of Interest
Members of the Company's management are associated with other firms involved in
a range of business activities. Consequently, there are potential inherent
conflicts of interest in their acting as officers and directors of the Company.
Insofar as the officers and directors are engaged in other business activities,
management anticipates it will devote only a minor amount of time to the
Company's affairs.
Submission page 14 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
The officers and directors of the Company are now and may in the future become
shareholders, officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those conducted by the
Company.
Accordingly, additional direct conflicts of interest may arise in the future
with respect to such individuals acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individuals in the performance
of their duties or otherwise. The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.
The officers and directors are, so long as they are officers or directors of the
Company, subject to the restriction that all opportunities contemplated by the
Company's plan of operation which come to their attention, either in the
performance of their duties or in any other manner, will be considered
opportunities of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this requirement will
be a breach of the fiduciary duties of the officer or director. If the Company
or the companies in which the officers and directors are affiliated with both
desire to take advantage of an opportunity, then said officers and directors
would abstain from negotiating and voting upon the opportunity. However, all
directors may still individually take advantage of opportunities if the Company
should decline to do so. Furthermore, no officer or director of the Company has
ever promoted, is promoting or will be promoting any other blank check company
during their tenure as an officer and director of the Company. Accordingly,
there presently exists no conflict of interest in this regard. Except as set
forth above, the Company has not adopted any other conflict of interest policy
with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the Securities Act of
1933 and the Securities Exchange Act of 1934, management believes the Company
will not be subject to regulation under the Investment Company Act of 1940
insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business
combinations which result in the Company holding passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. In such event, the Company would be required
to register as an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to the status of
the Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material adverse
consequences. The Company's Board of Directors unanimously approved a
resolution stating that it is the Company's desire to be exempt from the
Investment Company Act of 1940 via Regulation 3a-2 thereto.
Submission page 15 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Item 6. Executive Compensation.
None of the Company's officers and/or directors receive any compensation for
their respective services rendered unto the Company, except 1,010,000 shares of
common stock valued at $5,050.00 in 1998. They all have agreed to act without
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of this Registration
Statement, the Company has no funds available to pay directors. Further, none
of the directors are accruing any compensation pursuant to any agreement with
the Company and the Company does not intend to issue any securities to its
officers and/or directors in consideration for their services.
It is possible that, after the Company successfully consummates a merger or
acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the
purposes of providing services to the surviving entity, or otherwise provide
other compensation to such persons. However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to members
of management will not be a consideration in the Company's decision to
undertake any proposed transaction. Each member of management has agreed to
disclose to the Company's Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to undertake a
transaction with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any prospective
merger or acquisition candidate, the proposed transaction will not be approved
by the Company's Board of Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of this Registration Statement, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the
Company's business plan outlined herein.
No retirement, pension, profit sharing, stock option or insurance programs or
other similar programs have been adopted by the Company for the benefit of its
employees.
Item 7. Certain Relationships and Related Transactions.
There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
Submission page 16 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Item 8. Description of Securities.
The Company's authorized capital stock consists of 60,000,000 shares, all of
which are Common Shares, par value $0.005 per share. There are 2,797,130 Common
Shares issued and outstanding as of the date of this filing. There are no
preferred shares authorized, issued or outstanding.
Common Stock. All shares of Common Stock have equal voting rights and, when
validly issued and outstanding, are entitled to one vote per share in all
matters to be voted upon by shareholders. The shares of Common Stock have no
preemptive, subscription, conversion or redemption rights and may be issued only
as fully-paid and non-assessable shares. Cumulative voting in the election of
directors is not permitted, which means that the holders of a majority
of the issued and outstanding shares of Common Stock represented at any
meeting at which a quorum is present will be able to elect the entire Board of
Directors if they so choose and, in such event, the holders of the remaining
shares of Common Stock will not be able to elect any directors. In the event of
liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full
of preferential amounts, if any. All shares of the Company's Common Stock
issued and outstanding are fully-paid and non-assessable. Holders of the
Common Stock are entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of Directors
out of funds legally available therefor.
The proposed business activities described herein classify the Company as a
"blank check" company. Many states have enacted statutes, rules and regulations
limiting the sale of securities of "blank check" companies in their respective
jurisdictions.
Management does not intend to undertake any efforts to cause a market to develop
in the Company's securities until such time as the Company has successfully
implemented its business plan described herein.
PART II
Item 1. Market Price for Common Equity and Related Stockholder Matters.
There is no trading market for the Company's Common Stock at present and there
has been no trading market to date. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities and management does not intend to initiate any such
discussions until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
a. Market Price. The Company's Common Stock is not quoted at the present
time.
Submission page 17 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
The Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by the Commission
relating to the penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability determination; and (ii)
that the broker or dealer received a signed, written agreement from the investor
prior to the transaction. Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary trading,
and about commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights and
remedies available to an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stocks.
The National Association of Securities Dealers, Inc. (the "NASD"), which
administers NASDAQ, has established criteria for continued NASDAQ eligibility.
In order to continue to be included on NASDAQ, a company must maintain
$2,000,000 in total assets, a $200,000 market value of its publicly traded
securities and $1,000,000 in total capital and surplus. In addition, continued
inclusion requires two market-makers and a minimum bid price of $1.00 per share,
provided, however, that if a company falls below such minimum bid price it will
remain eligible for continued inclusion on NASDAQ if the market value of its
publicly traded securities is at least $1,000,000 and the Company has
$2,000,000 in capital and surplus. The NASD is presently considering increasing
these standards, but as of the date of this Registration Statement, no
definitive action has been taken in this regard.
Management intends to strongly consider undertaking a transaction with any
merger or acquisition candidate which will allow the Company's securities to be
traded without the aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange, or be able to
maintain the maintenance criteria necessary to insure continued listing. The
failure of the Company to qualify its securities or to meet the relevant
maintenance criteria after such qualification in the future may result in the
discontinuance of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's securities may then
continue in the non-NASDAQ over-the-counter market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.
Submission page 18 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
b. Holders. There are Forty (40) holders of the Company's Common Stock.
From 1968 to 1990 the Company issued its common stock to various independent
contractors and employees for their services in exploring and assessing the
Company's 27 unpatented claims. Presently there are 2,797,130 shares of the
Company's common stock outstanding with 60,000,000 common shares authorized. All
of the issued and outstanding shares of the Company's Common Stock were issued
pursuant to exemption from the registration requirements included under the
predecessor to Rule 506 of Regulation D of the Securities Act of 1933, as
amended.
As of the date of this Registration Statement, 2,797,130 shares of the Company's
Common Stock are eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one-year holding period, under certain
circumstances, may sell within any three-month period, a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.
c. Dividends. The Company has not paid any dividends to date and has no
plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against the Company.
Item 3. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
The Company has only been audited by its current accountants and has no
disagreements with the findings of said accountants.
Item 4. Recent Sales of Unregistered Securities.
None.
Item 5. Indemnification of Directors and Officers.
The Company's By-Laws include provisions providing for the indemnification of
officers and directors and other persons against expenses, judgments, fines and
amounts paid in settlement in connection with threatened, pending or completed
suits or proceedings against such persons by reason of serving or having served
as officers, directors or in other capacities, except in relation to matters
with respect to which such persons shall be determined not to have
acted in good faith and in the best interests of the Company. With respect
to matters as to which the Company's officers and directors and others
are determined to be liable for misconduct or negligence, including gross
negligence in the performance of their duties to the Company, Idaho law
provides for indemnification only to the extent that the court in which the
action or suit is brought determines that such person is fairly and reasonably
entitled to indemnification for such expenses which the court deems proper.
Submission page 19 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to officers, directors or persons controlling the Company pursuant to
the foregoing, the Company has been informed that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy
as expressed in the 1933 Act, and is therefore unenforceable.
In accordance with the laws of the State of Idaho, the Company's By-Laws
authorize indemnification of a director, officer, employee, or agent of the
Company for expenses incurred in connection with any action, suit, or proceeding
to which he or she is named a party by reason of his having acted or served in
such capacity, except for liabilities arising from his own misconduct or
negligence in performance of his or her duty. In addition, even a
director, officer, employee, or agent of the Company who was found liable for
misconduct or negligence in the performance of his or her duty may obtain such
indemnification if, in view of all the circumstances in the case, a court
of competent jurisdiction determines such person is fairly and reasonably
entitled to indemnification. Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted
to directors, officers, or persons controlling the issuing Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
PART F/S
Financial Statements.
The following financial statements are attached to this Registration Statement
and filed as a part thereof. See submission page 21.
1) Table of Contents - Financial Statements
2) Independent Auditors' Report
3) Balance Sheets
4) Statement of Revenues and Expenses
5) Statement of Cash Flows
6) Statement of Changes in Stockholders' Equity
7) Notes to Financial Statements
Submission page 20 of 38
<PAGE>
IDAHO TECHNICAL, INC.
FORM 10SB
APRIL 1, 1999
IDAHO TECHNICAL, INC
(A Development Stage Company)
Financial Statements
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS
Balance sheet 3
Statements of operations 4
Statements of stockholders' equity 5
Statements of cash flows 6
Notes to financial statements 7
(This space left intentionally blank.)
Submission page 21 of 38
<PAGE>
(Letter head, LeMaster & Daniels)
INDEPENDENT AUDITORS' REPORT
Stockholders and Board of Directors
Idaho Technical, Inc.
Murray, Idaho
We have audited the accompanying balance sheet of Idaho Technical, Inc. (a
development stage company) as of February 28, 1999, and the related statements
of operations, stockholders' equity, and cash flows for the years ended February
28, 1999 and 1998, and for the period from August 1, 1968 (date of inception) to
February 28, 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
The statements of stockholders' equity present condensed information regarding
issuance of shares in years prior to fiscal year 1998. Generally accepted
accounting principles requires that each issuance of securities be disclosed
in the fiscal year issued.
In our opinion, except for the omission of the information discussed in the
preceding paragraph which results in an incomplete presentation, the financial
statements referred to above present fairly, in all material respects, the
financial position of Idaho Technical, Inc., as of February 28, 1999, and the
results of it's operations and its cash flows for the years ended February 28,
1999 and 1998, and for the period from August 1, 1968 (date of inception) to
February 28, 1999, in accordance 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 3 to the financial
statements, the Company is a development stage company with no significant
operating revenues to date which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ LeMaster & Daniels PLLC
Coeur d'Alene, Idaho
March 1, 1999
2
Submission page 22 of 38
<PAGE>
Idaho Technical, Inc.
(a development stage company)
Balance Sheet
<TABLE>
February 28,
1999
------------
<S> <C>
Assets $ -
------------
$ -
============
Liabilities $ -
Stockholders' Equity:
Common stock - 60,000,000 shares,
$.005 par value, authorized:
2,797,130 shares issued and outstanding 13,986
Additional paid-in capital 80,871
Deficit accumulated during the development stage (94,857)
------------
Total stockholders' equity -
------------
$ -
============
</TABLE>
See accompanying notes to financial statements.
3
Submission page 23 of 38
<PAGE>
Idaho Technical, Inc.
(a development stage company)
Statements of Operations
<TABLE>
Period from
August 1, 1968
Years ended February 28, (Date of Inception)
1999 1998 to February 28, 1999
----------- ---------- --------------------
<S> <C> <C> <C>
Revenues $ - $ - $ -
Expenses 5,500 - 5,500
----------- ---------- --------------------
Net Loss From Operations (5,500) - (5,500)
Loss From Discontinued Operations - - (89,357)
----------- ---------- --------------------
Net Loss $ (5,500) $ - $ (94,857)
=========== ========== =====================
</TABLE>
See accompanying notes to financial statements.
4
Submission page 24 of 38
<PAGE>
Idaho Technical, Inc.
(a development stage company)
Statements of Stockholders' Equity
Period from August 1, 1968 (Date of inception) to February 28, 1999
<TABLE>
Deficit
Accumulated
Additional During the
Common Paid-in Development
Stock Capital Stage Total
-------- ----------- -------------- --------
<S> <C> <C> <C> <C>
At Inception, August 1, 1968 $ - $ - $ - $ -
Add (Deduct):
1,405,000 shares issued
for mining rights for $.005
per share on October 8, 1970 7,025 63,225 - 70,250
382,131 shares issued for
services for $.005 per share
from January 2, 1969 through
August 21, 1993 1,911 17,196 - 19,107
Net loss from inception
through February 28, 1997 - - (89,357) (89,357)
-------- ----------- -------------- --------
Balances, February 28, 1997 8,936 80,421 (89,357) -
Deduct:
Net loss for the year
Ended February 28, 1998 - - - -
-------- ----------- -------------- --------
Balances, February 28, 1998 8,936 80,421 (89,357) -
Add (Deduct):
10,000 shares issued for
services for $.005 per share 50 450 - 500
1,000,000 shares issued for
services for $.005 per share 5,000 - - 5,000
Net loss for the year ended
February 28, 1999 - - (5,500) (5,500)
-------- ----------- -------------- --------
Balances, February 28, 1999 $ 13,986 $ 80,871 $ (94,857) $ -
======== =========== ============== ========
See accompanying notes to financial statements.
5
Submission page 25 of 38
<PAGE>
Idaho Technical, Inc.
(a development stage company)
Statements of Cash Flows
</TABLE>
<TABLE>
Period from
August 1, 1968
Years ended February 28, (Date of Inception)
1999 1998 to February 28, 1999
----------- ---------- --------------------
<S> <C> <C> <C>
Cash Flows From Operating
Activities
Net loss $ (5,500) $ - $ (94,857)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Issuance of common
Stock for services
rendered and claims 5,500 - 94,857
----------- ---------- --------------------
Net cash provided by
operating activities - - -
Net Increase in Cash
Cash, Beginning of Year/Period - - -
----------- ---------- --------------------
Cash, End of Year/Period $ - $ - $ -
=========== ========== =====================
</TABLE>
See accompanying notes to financial statements.
6
Submission page 26 of 38
<PAGE>
Idaho Technical, Inc.
(a development stage company)
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Company - The Company was incorporated in Idaho on August 1, 1968, as Idaho
Copper and Gold, Inc. a mining exploration company. In 1998, the Company
changed its name to Idaho Technical, Inc. The accompanying financial statements
reflect the activities of the Company from it's inception through February 28,
1999. The Company operates on a fiscal year ending February 28.
Stock split - In January 1999, the Company approved an amendment to its Articles
of Incorporation increasing the authorized number of common shares from
6,000,000 shares to 60,000,000 shares and changing the par value from $.05 per
share to $.005 per share. All references in the accompanying financial
statements to authorized and outstanding shares reflect the amendment.
Use of estimates - The preparations 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 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.
Note 2 - Development State Operations
The Company was formed in 1968 and obtained certain mining claims and rights.
Those rights were subsequently abandoned and the Company has conducted no
business since 1993. The Company has never generated any revenue in its
history. The Company is currently pursuing registration as a public company.
The Company's ability to continue in business is dependent upon obtaining
sufficient financing or attaining future profitable options.
Note 3 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has not established revenues sufficient to cover it's
operating costs and allow it to continue as a going concern. The Company is
presently pursuing a private placement to raise $5,000 in exchange for 1,000,000
shares of common stock. In the interim, management is committed to covering all
operating and other costs until a merger is completed.
Submission page 27 of 38
7
<PAGE>
PART III
Item 1. Exhibit Index
No. Sequential
Page No.
(3) Certificate of Incorporation and Bylaws
3.1 Certificate of Incorporation and Amendments Thereto 29
3.2 Bylaws 32
(27) Financial Data Schedule
27.1 Financial Data Schedule 38
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Registrant has duly caused this Registration Statement to be signed on
its behalf by the
undersigned, thereunto duly authorized.
IDAHO TECHNICAL, INC.
(Registrant)
Date: May 3, 1999 /s/ Dale A. Miller
------------------------------
Dale A. Miller, President
Restated
Articles of Incorporation
Of
Idaho Technical, Inc.
Formerly
Idaho Copper and Gold, Inc.
KNOW ALL MEN BY THESE PRESENTS that we, the undersigned citizens of the
United States of America, each over the age of twenty-one years, do hereby
voluntarily associated ourselves together for the purposes of forming a domestic
corporation under and by virtue of the laws of the State of Idaho, and we do
hereby make, sign, acknowledge and file these Articles of Incorporation as
follows:
ARTICLE I
That the name of this corporation shall be and is: IDAHO TECHNICAL, INC.
ARTICLE II
Purposes: The purpose of the corporations is to engage in and or all lawful
business for which corporations may be incorporated under the Idaho Business
Corporation Act.
ARTICLE III
The corporate existence of this corporation shall be perpetual.
ARTICLE IV
The location of the principal office of this corporation, subject to change by
the Board of Directors, shall be at Idaho Technical, Inc., 6352 Almquist Ave,
P.O. box 396, Murray, Idaho 83874.
ARTICLE V
The company shall be capitalized for three hundred thousand dollars
($300,000.00). The total authorized stock of this corporation shall be divided
into sixty million (60,000,000) shares, all of which shall be common stock with
a par value of 1/2 cent ($0.0005) per share. Said shares shall be
non-assessable and shall all be of the same class and every share of said stock
shall be equal in all respects to every other of said shares.
The said shares may be issued and sold from time to time by the corporation for
such consideration and upon such terms as may, from time to time, be fixed by
the Board of Directors without action by the stockholders.
Notwithstanding the provisions of Section 30-120, Idaho Code, the Board of
Directors of this corporation shall have power and authority from time to time
to authorize the sale of, and to sell for cash or otherwise, all or any portion
of the unissued and/or of the treasury stock of this corporation without said
stock, or any thereof, being first offered to the shareholders of this
corporation.
Submission page 29 of 38
<PAGE>
ARTICLE VI
The corporate powers of the corporation shall be vested in a Board of Directors
of not less than three, and no more than seven members, who shall be elected
annually by the shareholders, and who shall serve until the election and
qualification of their successors. No person shall serve as a director of this
corporation who is not a shareholder therein. Directors who are to serve for
the first corporate year shall be selected by the incorporators. Unless
otherwise determined by the shareholders, the Board of Directors, by resolution,
shall from time to time fix the number of directors within the limit herein
provided.
Article VII
The names, post office addresses, and number of shares subscribed by the
original incorporators are as follows:
Name Address No. of Shares
C.F. Pears Wallace, Idaho 1
Samuel Petersen Wallace, Idaho 1
Dale Cornell Wallace, Idaho 1
ARTICLE VIII
In addition to the power conferred upon the shareholders buy law, to make,
amend, or repeal By-Laws for this corporation, the Directors shall have the
power to repeal and amend the By-Laws and adopt new By-Laws, but such power may
be executed only by a majority of the whole Board of Directors.
ARTICLE IX
A director or officer of the corporation shall not, in the absence of actual
fraud, be disqualified by his office from dealing or contracting with the
corporation, either as a vendor, purchaser, or otherwise; and in the absence of
actual fraud no transaction or contract of the corporation shall be void or
voidable by reason of the fact that any director or officer, or firm of which
any director or officer is a member, or any other corporation of which any
director or officer is a shareholder, officer or director, is in any way
interested in such transaction or contract; provided, that such transaction or
contract is, or shall be, authorized, ratified or approved (1) by a vote of a
majority of a quorum of the Board of Directors, or of the Executive Committee,
if any, counting for the purpose of determining the existence of just majority
or quorum, any Director, when present, who is so interested, or who is a member
of a firm so interested; or (2) at a stockholders' meeting by a vote of a
majority of the outstanding shares of stock of the corporation represented at
such meeting and entitled to vote, or by writing or writings signed by a
majority of such holders of stock which shall have the same force and effect as
though such authorization, ratification or approval were made by the
stockholders; and no director or officer shall be liable to account to the
corporation for any profits realized by him through any such transaction or
contract of the corporation authorized ratified or approved, as aforesaid, by
reason of the fact that he may be, or any firm of which he is a member, or any
corporation of which he is a shareholder, officer or director, was interested in
such transaction. Nothing in this paragraph contained shall create any
liability in the events above mentioned, or prevent the authori8zation,
ratification or approval of such contracts or transactions in any other manner
than permitted by law, or invalidate or made voidable any contract or
transaction which would be valid without reference to the provisions of this
paragraph.
Submission page 30 of 38
<PAGE>
IN WITNESS WHEREOF, we have hereunto set our hands and seals in
quadruplicate this 6th day of April, 1999.
/s/ Dale F. Miller
President, Idaho Technical, Inc.
STATE of IDAHO )
)ss.
County of Bonner)
On this 6th day of April, 1999, before me, the undersigned, a Notary Public in
and for the State of Idaho, personally appeared DALE F. MILLER known to me to be
the person whose name is subscribed to the within instrument and acknowledged to
me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year in
this certificate first above written.
/s/ Linda V. Reed
Notary Public in and for the State of Idaho
Residing at Clark Fork, Idaho
Term Expires: 02/20/2003
(seal of notary)
Submission page 31 of 38
<PAGE>
BY-LAWS
OF
IDAHO COPPER AND GOLD, INC.
ARTICLE 1. NAME, SEAL AND OFFICES, ETC.
Section 1. Name: The name of the Corporation is IDAHO COPPER AND GOLD, INC.
Section 2. Seal: The seal of the corporation shall be in such form as the Board
of Directors shall from time to time prescribe.
Section 3. Offices: The registered office of the corporation shall be in the
City of Wallace, State of Idaho. The corporation may also have offices at such
other places within or without the State of Idaho as the Board of Directors may
from time to time establish.
Section 4. Book of By-Laws: These By-Laws shall be recorded in a book kept in
the registered office of the corporation, to be known as the Book of By-Laws,
and no By-Laws, or repeal or amendment thereof, shall take effect until so
recorded. Said book may be inspected at said office by the public during office
hours of each day except holidays.
ARTICLE II. SHAREHOLDERS
Section 1. Annual Meetings of Shareholders: The annual meeting of the
Shareholders for the election of Directors and for such other business as may be
laid before such meeting shall be held in the registered office of the
corporation, or at such place within or without the State of Idaho as the Board
of Directors may from time to time appoint, at 2:00 P.M. (Pacific Daylight Time)
on the second Tuesday of May, unless that day shall be a legal holiday, in which
event it shall be held on the next following day which shall not be a legal
holiday whether or not mentioned in the notice. Any corporate business may be
transacted at such meeting.
Section 2. Special Meetings of Shareholders: Special meetings of the
Shareholders may be called at any time by the Board of Directors, and the
Shareholders may meet at any convenient place, within or without the State of
Idaho, designated in the call for such meeting. If more than eighteen months
are allowed to elapse without the annual Shareholders' meeting being held, any
Shareholder may call such meeting to be held at the registered office of the
corporation. At any time, upon written request of any Director or any
shareholder or Shareholders holding in the aggregate one-fifth of the voting
power of all Shareholders, it shall be the duty of the Secretary to call such
special meeting of Shareholders to be held at the registered office at such time
as the Secretary may fix, not less than fifteen nor more than thirty-five days
after the receipt of said request, and if the Secretary shall neglect or refuse
to issue such call, the Director or Share holder or Shareholders making the
request may do so.
Section 3. Adjourned Meetings: An adjournment or adjournments of any annual or
special meeting may be taken without new notice being given.
Submission page 32 of 38
<PAGE>
Section 4. Notice of Meetings: A written notice of the time, place and purpose
of meetings including annual meetings, shall be given by the Secretary or other
person authorized so to do, to all stockholders entitled to vote at such
meeting, at least ten days prior to the day named for the meeting. If such
written notice is placed in the United States mail, postage prepaid, addressed
to a Shareholder at his last known post office address, notice shall be deemed
to have been given him.
Section 5. Waiver of Notice: Notice of time, place and purpose of any meeting
of Shareholders may be waived by written assent of a Shareholder entitled to
notice, filed with or entered upon the records of the meeting before or after
the holding thereof.
Section 6. Action Without Formal Meeting: Any action which, under any
provision of the laws of Idaho, or the Articles or By-Laws, may be taken at a
meeting of Shareholders, may be taken without a meeting if authorized by a
writing signed by all of the holders of shares who would be entitled to notice
of a meeting for such purpose. Whenever a certificate in respect to any such
action is required under the laws of Idaho to be filed in the office of the
County Recorder or in the office of the Secretary of State, the officers signing
the same shall therein state that the action was authorized in the manner
aforesaid.
Section 7. Waiver of Invalid Call or Notice: When all the Shareholders of this
Corporation are present at any meeting, however called or notified, and sign a
written consent thereto on the record of such meeting, the doings of such
meeting are as valid as if had at a meeting legally called and notified.
Section 8. Voting: Every Shareholder shall have the right at every
Shareholders' meeting to one vote for every share of stock standing in his or
her name on the books of the Corporation on the record date fixed as hereinafter
provided, or , if no such date has been fixed, ten days prior to the time of the
meeting, and in voting for Directors, but not otherwise, he may cumulate his
votes in the manner and to the extent permitted by the laws of the State of
Idaho.
The Board of Directors may fix a time not more than forty days prior to the date
of any meeting of the stockholders at the record date as of which stockholders
entitled to notice of and to vote at such meeting shall be determined.
At each meeting of the stockholders a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting and
indicating the number of shares held by each, certified by the Secretary or
transfer agent, shall be furnished, which list shall be open to the inspection
of the stockholders.
Shareholders may vote at all meetings, either in person or by proxy appointed by
instrument in writing, subscribed by the Shareholders or his duly authorized
attorney in fact, executed and filed with the Secretary not less than one day
before the meeting which shall be named therein. Shareholders may also be
represented at all meetings by persons holding general power of attorney.
At least twenty-four hours prior to any meeting, powers of attorney or proxies
shall be submitted to the Secretary for examination. The certificate of the
Secretary as to the regularity of such powers of attorney or proxies and as to
the number of shares held by the persons who severally and respectively executed
such powers of attorney or proxies shall be received as prima facie evidence of
the number of shares held by the holder of such powers of attorney or proxies
for the purpose of establishing the presence of a quorum at such meeting or for
the organizing the same, and for all other purposes.
Submission page 33 of 38
<PAGE>
Section 9. Quorum: Except as otherwise provided in the Articles of
incorporation at any meeting of the Share holders, the presence, in person or by
proxy, of the holder of a majority of the voting power of all Shareholders shall
constitute a quorum. The Shareholders present at a duly organized meeting can
continue to do business until adjournment, notwithstanding the withdrawal of
enough Shareholders to leave less than a quorum. If a Shareholders meeting
cannot be organized because a quorum has not attended, those Shareholders
present may adjourn the meeting to such time and place as they may determine,
but in case of any meeting called for the election of Directors those who attend
the second of such adjourned meetings, although less than a majority of the
voting powers of all shareholders, shall never the less, constitute a quorum for
the purpose of electing Directors.
Whenever all Shareholders entitled to vote at any meeting consent, either by
writing on the records of the meeting or filed with the Secretary of the
Corporation, or by presence at such meeting, an oral consent entered on the
minutes, or by taking part in the deliberations at such meeting without
objection, the doings of such meeting shall be as valid as if had a meeting
regularly called and noticed and at such meeting any business may be transacted
which is not excepted from the written consent or to the consideration of which
no objection from want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent provided a quorum was present at
such meeting, the proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all the Shareholders having the right to vote at such meeting
and such consent or approval of Shareholders may be by proxy or power of
attorney in writing.
ARTICLE III. DIRECTORS
Section 1. Number and Election: The business of the corporation shall be
managed by a Board of at least three Directors or of such other number (which
shall not be less than three nor more than seven) as may be determined from time
to time by the Board of Directors. A Director shall hold office for the term
for which he was named or elected and until his successor is elected and
qualified, except as hereinafter otherwise provided. Directors shall be chosen
by ballot.
Section 2. Annual Meetings: The Board of Directors may hold it's first annual
meeting and all subsequent annual meetings after its election by the
shareholders, without notice and at such place within or without the State of
Idaho as the Board of Directors may from time to time appoint, for the purpose
of organization, the election of officers, and the transaction of other
business. At such meetings the Board shall elect a President, a Secretary and a
Treasurer and may elect one or more Vice-Presidents, an Assistant Secretary and
an Assistant Treasurer.
Section 3. Special Meetings: Special meeting of the Board of Directors may be
called by the President or any Vice-President or by any two members of the Board
of Directors.
Section 4. Notice of Meetings: Notice of all Director's meetings, except as
herein otherwise provided, shall be given either by mail, telephone, telegraph,
or personal service of notice, oral or written, at such time or times as the
person or persons calling the meeting may deem reasonable, but in no event upon
less than 3 day's notice. Special meetings of the Board may be held at such
place within or without the State of Idaho as the Board of Directors may from
time to time appoint. Notice of any meeting may be waived by any Director
Submission page 34 of 38
<PAGE>
entitled to notice before or after the holding thereof by his written or oral
assent and the presence of any Director at any meeting, even though without any
notice, shall constitute a waiver of notice. Unless otherwise indicated in the
notice thereof any and all business may be transacted at any Director's meeting.
Section 5. Quorum: At all meetings of the Board a majority of the Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the acts of a majority of the Directors present at any meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise provided for herein or by law.
If at any meeting there is less than a quorum present, a majority of those
present may adjourn the meeting from time to time without further notice to any
absent Director.
Section 6. Renewals: A Director may be removed either with or without cause,
by two-thirds of the vote of the Shareholders at a special meeting called for
that purpose.
Section 7. Vacancies: Any vacancy in the Board of Directors occurring during
the year may be filled for the unexpired portion of the term and until a
successor is elected and qualified, either
(a) at the next annual meeting of Shareholders or at any special meeting of
Shareholders duly called for that purpose and held prior thereto, or
(b) by a majority of the remaining members of the Board.
Section 8. Powers: All the corporate powers, except such as are otherwise
provided for in the Articles of Incorporation, in these By-Laws and by the laws
of the State of Idaho, shall be, and are, hereby vested in and shall be
exercised by the Board of Directors.
Section 9. Executive Compensation: The Board of Directors may, by resolution
passed by a majority vote of the whole Board, designate two or more of their
number to constitute an Executive Committee to serve during the pleasure of the
Board, which Committee shall have and exercise the authority of the Board in the
management of the business of the corporation to the extent authorized by said
resolution. All action taken by the Executive Committee shall be reported to
the Board of Directors at its meeting next succeeding such action, and shall be
subject to revision or alteration by the Board; providing, however, that no
rights or acts of thir4d parties shall be affected by any such revision or
alteration.
A majority of the Executive Committee present at a meeting thereof shall
constitute a quorum. Vacancies in the Executive Committee shall be filled by
the Board of Directors. The Executive Committee shall fix it's own rules of
procedure including the time and place of and method or manner of calling
meetings thereof.
ARTICLE IV. OFFICERS
Section 1. Officers: The officers of the Corporation shall be a President,
Secretary and Treasurer, and , in the discretion of the Board of Directors, on
or more Vice-Presidents, and an Assistant Secretary, and an Assistant Treasurer,
each of whom shall be elected at a meeting of and by the Board of Directors.
Any officer may resign by mailing a notice of resignation to the registered
office of the Corporation or such other office as may be designated by the Board
of Directors. To the extent permitted by law, the resignation shall become
effective at the time designated in the notice of resignation, but in no event
earlier than it's receipt by the Secretary or Assistant Secretary of the
Corporation.
Submission page 35 of 38
<PAGE>
In case of a vacancy of any of said offices for any reason, the Board of
Directors shall at any regular or special meeting elect a successor who shall
hold office for the undepired term of his predecessor. Any two of the offices
of Vice-President, Secretary, Treasurer, Assistant Secretary, and Assistant
Treasurer may be combined in one person.
The Board of Directors may appoint such other officers and agents as may be
necessary for the business of the corporation.
Any officer or agent may be removed by the Board of Directors whenever in their
judgement the interest of the corporation may be served thereby; such removal,
however, shall be without prejudice to the contract rights of the person so
removed.
Section 2. President: The President shall preside at all meetings of the
Shareholders and Directors. He shall see that all orders and resolutions of the
Board are carried into effect, shall execute all deeds, mortgages, bonds or
documents authorized by the Board of Directors, and shall sign as President all
certificates of stock, all contracts, and other instruments, in writing,
excepting only those which are specifically provided to be signed by others. He
shall from time to time as requested report to the Board all matters within his
knowledge of interest to the corporation, and shall also perform such duties as
may be required by the State of Idaho, these By-Laws and by order of the Board
of Directors.
Section 3. Vice-President: The Vice-President shall be vested with all the
powers and shall perform all the duties of the President in the absence or
disability of the latter.
Section 4. Treasurer: The Treasurer shall be custodian of the corporation's
moneys and securities, and shall deposit and withdraw the same in the
corporation's name as directed by the Board of Directors; he shall keep a record
of all his accounts and report to the Board of Directors as requested.
Section 5. Secretary: The Secretary shall keep a record of the meetings of the
Shareholders and Board of Directors. He shall keep the books of certificates of
stock, fill out and sign all certificates of stock issued, and make
corresponding entries on the margin or stub of such book. He shall keep a debit
and credit form, showing the number of shares issued to and transferred by the
Shareholders, and the dates thereof. He shall keep the corporate seal and shall
affix the same to certificates of stock and other corporate instruments, and
shall make such acknowledgements as may be required on behalf of the
corporation. He shall perform duties as may be prescribed by the Board of
Directors. The Secretary shall give or cause to be given, notice of all
meetings of Shareholders and Board of Directors, and all other notices requried
by the laws of the State of Idaho, or by these By-Laws.
Section 6. Assistant Treasurer and Assistant Secretary. The Assistant
Treasurer and Assistant Secretary shall be vested with all the powers and shall
perform all the duties of the Treasurer and Secretary, respectively, in the
absence or disability of the Treasurer or Secretary as the case may be.
Section 7. Salary: The salaries of all officers shall be fixed by the Board of
Directors and the fact that any officer is a Director shall not preclude him
from receiving a salary or from voting on the resolution providing for the same.
Submission page 36 of 38
<PAGE>
ARTICLE V. STOCK.
Section 1. Certificates of Stock: Each Shareholder shall be entitled to a
certificate of stock signed by the President and the Secretary, or by such other
officers as are authorized by these By-Laws or by the Board of Directors. When
any certificate of stock is signed by a transfer agent or registrar, the
signature of any such corporate officers and the corporate seal upon such
certification may be facsimiles, engraved or printed.
Certificates of stock shall be numbered in the order of issuance thereof, and,
except as prescribed by law, shall be in such form as the Board of Directors may
determine.
Section 2. Transfer of Shares: Transfer of shares of stock shall be made on the
books of the corporation only by the holder in person or by written power of
attorney duly executed and upon surrender of the certificate or certificates of
such shares.
Section 3. Transfer Agent and Registrar: The Board of Directors may appoint
either a transfer agent or registrar, or both of them.
Section 4. Stock Transfer Books: Stock transfer books may be closed for not
exceeding forty days next preceding the meeting of shareholders and for the
payment of dividends during such periods as may be fixed from time to time by
the Board of Directors. During such periods no stock shall be transferrable.
Section 5. Lost or Destroyed Certificates: In case of loss or destruction of a
certificate of stock of this Corporation, another certificate may be issued in
its place upon proof of such loss or destruction and the giving of a bond of
indemnity or other security satisfactory to the Board of Directors.
ARTICLE VI. REPEAL OR AMENDMENT OF BY-LAWS
Section 1. By the Shareholders: The power to make, amend or repeal By-Laws
shall be in the Shareholders, and By-Laws may be repealed or amended or new
By-Laws may be adopted at any annual Shareholders' meeting, or at any special
meeting of the Shareholders called for that purpose, by a vote representing a
majority of the allotted shares, or by the written consent duly acknowledged in
the same manner as conveyances of real estate required by law to be acknowledged
o the holders of a majority of the allotted shares, which written consent may be
in one or more instruments.
Section 2. By the Directors: Subject to the power of the Shareholders to make,
amend or repeal any By-Laws made by the Board of Directors, a majority of the
whole Board of Directors at any meeting thereof shall have the power to repeal
and amend these By-Laws and to adopt new By-Laws.
The foregoing By-Laws were regularly adopted at the first meeting of the
Shareholders of the corporation held on the 4th day of October, 1968, at Wallace
Idaho, by a majority of the allotted capital stock.
/s/ C. F. Pears
- ------------------------------------
Chairman of the Meeting of Shareholders
/s/ Dennis E. Wheeler
- ------------------------------------
Secretary of the Meeting of Shareholders
Submission page 37 of 38
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet for Idaho Technical, Inc. at February 28, 1999 and the
Statement of Operations for the year ended February 28, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-END> FEB-28-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 13,986
<OTHER-SE> (13,986)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,500)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
