REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form For Registration Of Securities Of
Small Business Issuers
Under Section 12(B) Or (G) Of The Securities Exchange Act Of 1934
SIBUN RIVER GROUP, INC.
(Name of Small Business Issuer in its charter)
Nevada 76-0602958
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
580 Hornby Street, Suite 210
Vancouver, British Columbia V6C 3B6 CANADA
(Address, including postal code, of principal executive offices)
(604) 662-7000
(Telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
Agent for Service: With a Copy to:
Richard Achron, President David R. Mortenson
SIBUN RIVER GROUP, INC. P. O. Box 5034
580 Hornby Street, Suite 210 Alvin, Texas 77512-5034
Vancouver, British Columbia V6C 3B6, (281) 331-5580
CANADA
(604) 662-7000
(Name, address, including zip code,
and telephone
number, including area code, of agent
for service)
SIBUN RIVER GROUP, INC.
FORM 10-SB
TABLE OF CONTENTS
PART I Page
Item 1. Description of Business. 4
Item 2. Management's Discussion and Analysis or Plan of
Operations. 6
Item 3. Description of Property. 15
Item 4. Security Ownership of Certain Beneficial Owners and
Management 15
Item 5. Directors, Executive Officers, Promoters and Control
Persons. 16
Item 6. Executive Compensation. 18
Item 7. Certain Relationships and Related Transactions. 18
Item 8. Description of Securities. 18
PART II
Item 1.Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters 20
Item 2. Legal Proceedings. 21
Item 3. Changes in and Disagreements with Accountants. 21
Item 4. Recent Sales of Unregistered Securities. 21
Item 5. Indemnification of Directors and Officers 22
PART F/S
Index to Financial Statements 23
PART III
Item 1. Index to Exhibits 24
PART I
Item 1. Description of Business.
General
SIBUN RIVER GROUP, INC. (the "Company") was incorporated
under the laws of the State of Nevada on April 5, 1999, and is in
the early developmental and promotional stages. To date, the
Company's only activities have been organizational, directed at
raising its initial capital and developing its business plan.
The Company has not commenced operations. The Company has no
full time employees and owns no real estate.
Business Purpose.
The business plan of the Company is to merge with or acquire
a business entity in exchange for the Company's securities. The
Company will attempt to locate and negotiate with a business
entity for the merger of that target company into the Company.
In certain instances, a target company may wish to become a
subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the
Company will be successful in locating or negotiating with any
target company.
The Company will seek a foreign or domestic private company
interested in becoming, through a business combination with the
Company, a reporting ("public") company whose securities are
qualified for trading in the United States secondary market. By
entering in to a business combination with the Company, the
target company can acquire a controlling ownership interest in a
public company without incurring the cost and time required to
conduct an initial public offering. As a result, the target
company may reap some of the perceived benefits of being a
reporting company with a class of publicly-traded securities,
including:
- the ability to use registered securities to make
acquisitions of assets or businesses;
- increased visibility in the financial community;
- the facilitation of borrowing from financial institutions;
- improved trading efficiency;
- shareholder liquidity;
- greater ease in subsequently raising capital;
- compensation of key employees through stock options;
- enhanced corporate image;
- a presence in the United States capital market.
Potential Target Companies
A business entity, if any, which may be interested in a
business combination with the Company may include the following:
- a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or
businesses;
- a company which is unable to find an underwriter of
securities or is unable to find an underwriter securities on
terms acceptable to it;
- a company which wishes to become public with less of its
common stock than would occur upon an underwriting;
- a company which believes that it will be able obtain
investment capital on more favorable terms after it has become
public;
- a foreign company which may wish an initial entry into the
United States securities market;
- a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified employee stock option plan;
- a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will likely
involve the transfer to the target company of the majority of the
issued and outstanding common stock of the Company, and the
substitution by the target company of its own management and
board of directors.
No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
Blank Check Company
The proposed business activities described herein classify
the Company as a blank check company. The Company meets the
definition of a "blank check" company under the Securities Act of
1933, which defines blank check company as a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies and is
issuing "penny stock" securities. A "penny stock" security is
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.
The Securities and Exchange Commission and many states have
enacted statutes, rules and regulations limiting the sale of
securities of blank check companies. The Company must comply
with the Securities and Exchange Act rules in order to raise
capital through a public offering. The gross proceeds from an
offering, less certain underwriting and other expenses, must be
deposited into an escrow or trust account. The securities issued
in connection with the offering must also be deposited in escrow,
and may not be transferred. Once an agreement has been reached
with a merger candidate, each investor must decide whether to
remain an investor in the offering. 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. The
Company is voluntarily filing this Registration Statement with
the Securities and Exchange Commission and is under no obligation
to do so under the Securities Exchange Act of 1934.
There are no plans, arrangements, or understandings pending
for the Company to acquire or to be acquired by any entity. The
Company has engaged in discussions concerning potential business
combinations, but has not entered into any agreement for such a
combination.
Administrative Offices
The Company currently maintains limited office space,
occupied by its Secretary & Treasurer, Frank A. Roberts, for
which it pays no rent. Its address is 580 Hornby Street, Suite
210, Vancouver, British Columbia V6C 3B6 CANADA, and its phone
number is (604) 662-7000.
Employees
The Company has no full time employees. The Company's
president, Mr. Richard Achron, and the secretary/treasurer, Mr.
Roberts, have agreed to allocate a portion of their time to the
activities of the Company, without compensation. They
anticipate that the business plan of the Company can be
implemented by each of them devoting no more than 10 hours 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 2, Management's
Discussion and Analysis or Plan of Operations, Outlook: Issues
and Uncertainties - Conflicts of Interest" and "Item 5,
Directors, Executive Officers, Promoters And Control Persons."
Item 2. Management's Discussion and Analysis or Plan of
Operations.
The following discussion and analysis should be read in
conjunction with the Company's Financial Statements and Notes
thereto and other financial information included elsewhere in
this Form 10-SB. This Form 10-SB contains, in addition to
historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could
differ materially from the results discussed in the
forward-looking statements. Factors that could cause or
contribute to such differences include those discussed below, as
well as those discussed elsewhere in this Form 10-SB.
Overview
The Company's business plan is to merge with or acquire a
business entity in exchange for the Company's securities. The
Company has no particular acquisition in mind and has not entered
into any negotiations regarding such an acquisition. Neither the
Company's sole officer and director nor any affiliate has engaged
in any negotiations with any representative of any company
regarding the possibility of an acquisition or merger between the
Company and such other company.
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors
and similar persons. No estimate can be made as to the number of
persons who will be contacted or solicited. Management may
engage in such solicitation directly or may employ one or more
other entities to conduct or assist in such solicitation.
Management and its affiliates will likely pay referral fees to
consultants and others who refer target businesses for mergers
into public companies in which management and its affiliates have
an interest. Payments would be made if a business combination
occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange
Act. 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. Management anticipates that it will be able to
participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See
"Item F/S, Financial Statements." This lack of diversification
should be considered a substantial risk to the shareholders of
the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
The Company will not restrict its search for any specific
kind of business entity, 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 business 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.
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. Management believes (but has not conducted any research
to confirm) that there are business entities 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, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders
and other factors. Business opportunities may be available 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 difficult and complex.
The Company has, and will continue to have, no capital with
which to provide cash or other assets to the owners of business
entities. However, management believes the Company will be able
to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company
without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market
research and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the sole officer and
director of the Company, who is not a professional business
analyst. 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; the 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 or acceptance of products, services, or
trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be
restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.
The Company may enter into a business combination with a
business entity that desires to establish a public trading market
for its shares. A target company 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 or the inability to obtain an underwriter or to
obtain an underwriter on satisfactory terms.
Management of the Company, which in all likelihood will not
be experienced in matters relating to the business of a target
company, will rely upon its own efforts in accomplishing the
business purposes of the Company. Outside consultants or
advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such
an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target company, as the
Company has limited cash assets with which to pay such
obligation.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant
or advisor be continued after any business combination.
Additionally, a target company may be presented to the Company
only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation
of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target
company.
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 likely that the present
management and shareholder of the Company will no longer be in
control of the Company. In addition, it is likely that the
Company's officer and director will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more
new officers and directors.
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 entered into an agreement
for a business combination or has consummated a business
combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not
register any additional securities. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is expected that
the parties to the business transaction will desire to avoid the
creation of a taxable event and thereby structure the acquisition
in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with
a target company, management expects to focus on the percentage
of the Company which target company shareholders would acquire in
exchange for 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 of 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 shareholders at
such time.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the
conditions which must be satisfied by 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, and will include miscellaneous other terms.
The Company will not acquire or merge with any entity which
cannot provide audited financial statements at or 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 Exchange Act. Included in these
requirements is the duty of the Company to file audited financial
statements as part of or within 60 days following 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 Exchange Act, or if the audited financial
statements provided do not conform to the representations made by
the target company, the closing documents may provide that the
proposed transaction will be voidable at the discretion of the
present management of the Company.
Results of Operations
During the period from April 5, 1999 (inception) through May
31, 2000, the Company has engaged in no significant operations
other than organizational activities, and preparation for and
filing of this Form 10-SB under the Securities Exchange Act of
1934, as amended. No revenues were received by the Company
during this period.
For the current fiscal year, the Company anticipates
incurring a loss as a result of organizational expenses, expenses
associated with registration under the Securities Exchange Act of
1934, and expenses associated with setting up a company structure
to begin implementing its business plan. The Company anticipates
that until these procedures are completed, it will not generate
revenues other than interest income, and may continue to operate
at a loss thereafter, depending upon the performance of the
business.
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or stockholder's equity. Consequently, the
Company's balance sheet as of May 31, 2000 reflects current
assets of $0.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity
and capital resources will be diminished prior to the
consummation of a business combination or whether its capital
will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.
The Company will need additional capital to carry out its
business plan to engage in a business combination. No
commitments to provide additional funds have been made by
management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms
acceptable to the Company or at all. Irrespective of whether
the Company's cash assets prove to be inadequate to meet its
operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
Outlook: Issues and Uncertainties
The Company's success is dependent on a number of factors
that should be considered by prospective investors. The Company
is a relatively young company and does not yet have a long
history of earnings or profit and there is no assurance that it
will operate profitably in the future. As such, there is no
assurance that the Company will provide a return on investment
in the future.
1. Conflicts of Interest - General. Certain conflicts of
interest exist between the Company and its officers and
directors, Frank A. Roberts and Richard Achron. Mr. Roberts and
Mr. Achron have other business interests to which they devote
their attention. They may be expected to continue to do so. As
a result, conflicts of interest may arise that can be resolved
only through exercise of such judgment as is consistent with
their fiduciary duties to the Company.
2. Conflicts of Interest - Blank Check Companies.
Management is currently involved with other blank check
companies, and is involved in creating additional blank check
companies similar to this one. A conflict may arise in the event
that another blank check company with which management is
affiliated actively seeks a target company. The other blank
check companies with which management is affiliated may differ
from the Company in certain items such as place of incorporation,
number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target
company may be more suitable for or may prefer one of the other
blank check companies with which management is affiliated, and a
business combination might be negotiated on behalf of the more
suitable or preferred blank check company. See "Item 5,
Directors, Executive Officers, Promoters And Control
Persons-Other Blank Check Companies - Conflicts of Interest"
3. Securities Regulation. The Company's securities, when
available for trading, will be subject to the Securities and
Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers that sell such securities to
other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets exceeding $5,000,000 or
individuals having a net worth in excess of $1,000,000 or having
an annual income that exceeds $200,000 (or that, combined with a
spouses income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchasers
written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of purchasers of
the Company's securities to buy or sell in any market that may
develop.
In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks." (A "penny
stock" is 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). Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7
under the Securities and Exchange Act of 1934, as amended. The
rules may further affect the ability of owners of the Company's
shares to sell their securities in any market that may develop
for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the
market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include
- control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases;
- "boiler room" practices involving high pressure sales
tactics and unrealistic price projections by inexperienced sales
persons;
- excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and
- the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a
desired level, along with the inevitable collapse of those prices
with consequent investor losses.
4. No Operating History Or Revenue And Minimal Assets. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or
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 target company. There is no assurance that
the Company can identify such a target company and consummate
such a business combination.
5. 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 only one
business entity. Consequently, the Company's activities will be
limited to those engaged in by the business entity 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.
6. Dependence on Management; Limited Participation of
Management. While seeking a business combination, management
anticipates devoting only a limited amount of time per month to
the business of the Company. The Company's sole officer has not
entered into a written employment agreement with the Company and
he is not expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on its officer
and director. Notwithstanding the combined limited experience and
time commitment of management, loss of the services of this
individual would adversely affect development of the Company's
business and its likelihood of continuing operations.
7. Indemnification of Officers and Directors. The Company's
Articles of Incorporation provide for indemnification of its
directors, officers, employees and agents, under certain
circumstances, against attorneys' fees and other expenses
incurred by them in any litigation to which they become a party
arising from their association with, or their activities on
behalf of, the Company. The Company will also bear the expense
of such litigation for any of its directors, officers, employees
or agents, upon such person's promise to repay the Company
therefor if it is ultimately determined that any such person
shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures
by the Company.
8. Director's Liability Limited. The Company's Articles of
Incorporation exclude personal liability of its directors to the
Company and its shareholders for monetary damages due to breach
of fiduciary duty except in certain specified circumstances.
Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case.
The Company has been advised that the SEC takes the position that
this provision does not effect the liability of any director
under applicable federal and state securities laws.
9. No Foreseeable Dividends. The Company has not paid
dividends on its Common Stock and does not anticipate paying such
dividends in the foreseeable future.
10. Speculative Nature Of The 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 target
company. While management will prefer business combinations 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 will be
dependent upon management of the target company and numerous
other factors beyond the Company's control.
11. Competition. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business 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 merger or acquisition 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 with numerous other small
public companies in seeking merger or acquisition candidates.
12. No Agreement For Business Combination Or Other
Transaction--No Standards For Business Combination. The Company
has no current arrangement, agreement or understanding with
respect to engaging in a merger with or acquisition of a specific
business entity. There can be no assurance that 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 that 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 company to have
achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business
entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.
13. Reporting Requirements May Delay Or Preclude
Acquisition. Section 13 of the Securities Exchange Act of 1934
(the "Exchange Act") requires companies subject thereto to
provide certain information about significant acquisitions
including certified financial statements for the company acquired
covering one or two years, depending on the relative size of the
acquisition. The time and additional costs that may be incurred
by some target companies to prepare such financial 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 Exchange Act are applicable.
14. Lack Of Market Research Or Marketing Organization. The
Company has neither conducted, nor have others made available to
it, market research indicating that demand exists for the
transactions contemplated by the Company. Even in the event
demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company
will be successful in completing any such business combination.
15. Regulation Under Investment Company Act. Although the
Company will be subject to regulation under the Exchange Act,
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
could subject the Company to material adverse consequences.
16. Probable Change In Control And Management. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in the Company. Any
such business combination may require shareholders of the Company
to sell or transfer all or a portion of the Company's common
stock held by them. The resulting change in control of the
Company will likely result in removal of the present officer and
director of the Company and a corresponding reduction in or
elimination of his participation in the future affairs of the
Company.
17. Reduction Of Percentage Share Ownership Following
Business Combination. The Company's primary plan of operation is
based upon a business combination with a business entity which,
in all likelihood, will result in the Company issuing securities
to shareholders of such business entity. The issuance of
previously authorized and unissued common stock of the Company
would result in reduction in percentage of shares owned by the
present shareholders of the Company and would most likely result
in a change in control or management of the Company.
18. 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 company; 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.
19. Requirement Of Audited Financial Statements May
Disqualify Business Opportunities. Management of the Company
will request that any potential business opportunity provide
audited financial statements. 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. In such
case, the Company may choose to obtain certain assurances as to
the target company's assets, liabilities, revenues and expenses
prior to consummating a business combination, with further
assurances that an audited financial statement would be provided
after closing of such a transaction. Closing documents relative
thereto may include representations that the audited financial
statements will not materially differ from the representations
included in such closing documents.
Item 3. Description of Property.
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently
maintains limited office space, occupied by its Secretary &
Treasurer and director, Frank A. Roberts, for which it pays no
rent. Its address is 580 Hornby Street, Suite 210 Vancouver,
British Columbia V6C 3B6 CANADA, and its phone number is (604)
662-7000.
Item 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth, as of June 15, 2000, the
Company's outstanding Common Stock owned of record or
beneficially by each Executive Officer and Director and by each
person who owned of record, or was known by the Company to own
beneficially, more than 5% of the Company's Common Stock, and the
shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to
the shares shown.
Percentage
Name Shares of
Owned Shares
Owned
David R. Mortenson 2,250,000 90%
2400 Loop 35, #1502
Alvin TX 77511
ALL EXECUTIVE OFFICERS & DIRECTORS AS A 0 0%
GROUP (2 Individuals)
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The following table sets forth the name, age and position of
each Director and Executive Officer of the Company:
NAME AGE POSITION
Richard Achron 57 President, Director
Frank Roberts 67 Secretary,
Treasurer, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor
will act at the direction of any other person.
The directors named above will serve until their successors
are elected and qualified. Officers will hold their positions at
the pleasure of the board of directors, absent any employment
agreement. No employment agreements currently exist or are
contemplated. There is no arrangement or understanding between
the director and officer of the Company and any other person
pursuant to which any director or officer was or is to be
selected as a director or officer.
The directors and officers of the Company will devote their
time to the Company's affairs on an "as needed" basis. As a
result, the actual amount of time which they will devote to the
Company's affairs is unknown and is likely to vary substantially
from month to month.
Richard A Achron became the Companys President in April,
2000. Mr. Achron is a self-employed businessman with over 37
years experience in the retail/wholesale and manufacturing
industry. Mr. Achron has spent a number of years working for
major Canadian corporations in sales, sales management and as a
branch manager. These corporations included Philips Electronics,
White-Westinghouse, Canadian Admiral Corporation and Sanyo
Electronics.
He is currently owner and President of a manufacturing
business located in Vancouver, BC. Amongst others, this business
is a supplier to major food chains such as Canada Safeway,
Overwaitea Food Group and Superstore/Loblaws. He has owned and
operated this business for over 12 years.
Frank A. Roberts became an officer and director of the
Company in September 1999. After several years as a successful
businessman and owner of a construction-equipment manufacturing
and leasing company, in 1985, Mr. Roberts founded RSM Investor
Network Inc., a consulting company providing services to existing
and emerging companies, assisting in raising equity capital,
management and communication. He is presently the sole owner of
RSM Investor Network. Mr. Roberts is a director of several
private and public companies.
Other Blank Check Companies/Conflicts Of Interest
Both Mr. Achron and Mr. Roberts are also involved with one
other "blank check" companyBa development stage company that has
no specific business plan or purpose, or whose business plan is
to engage in a merger or acquisition with an unidentified entity.
Mr. Roberts and Mr. Achron are both officers and directors
of AMAZON SCIENTIFIC INC. AMAZON SCIENTIFIC INC. is also in the
process of registering as a 1934 Act company, and will seek a
business entity with which to do a business combination.
In addition, Mr. Roberts is currently a director of Paccom
Ventures, Inc., a mining company. Paccom trades on the Canadian
Stock Exchange under the symbol APCV.@
As a result of Mr. Roberts and Mr. Achrons involvement with
other blank check companies, there are potential inherent
conflicts of interest in acting as an officer and director of the
Company. Insofar as Mr. Roberts and Mr. Achron are engaged in
other business activities, each of them anticipates that he will
devote only a minor amount of time to the Company's affairs. The
Company does not 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.
A conflict may arise in the event that another blank check
company with which management is affiliated is formed and
actively seeks a target company. The other blank check companies
with which management is affiliated may differ from the Company
in certain items such as place of incorporation, number of shares
and shareholders, working capital, types of authorized
securities, or other items. It may be that a target company may
be more suitable for or may prefer one of the other blank check
companies with which management is affiliated, and a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company. Mr. Roberts and Mr. Achron will be
responsible for seeking, evaluating, negotiating and consummating
a business combination with a target company which may result in
terms providing benefits to both Mr. Roberts and Mr. Achron.
Item 6. Executive Compensation.
The Company's officers and directors do not receive any
compensation for their services rendered to the Company, have not
received such compensation in the past, and are not accruing any
compensation pursuant to any agreement with the Company.
The officers and directors of the Company will not receive
any finder's fee, either directly or indirectly, as a result of
their efforts to implement the Company's business plan outlined
herein. However, the officers and directors of the Company
anticipate receiving benefits as beneficial shareholders of the
Company.
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.
No director, executive officer or nominee therefor of the
Company, and no owner of five percent or more of the Company's
outstanding shares or any member of their immediate family has
entered into or proposed any transaction in which the amount
involved exceeds $60,000, except as discussed below.
Item 8. Description of Securities.
The following description of the Company's capital stock is
a summary of the material terms of the Company's capital stock.
This summary is subject to and qualified in its entirety by the
Company's articles of incorporation and bylaws, which are
included as exhibits to the registration statement of which this
prospectus forms a part, and by the applicable provisions of
Nevada law.
The Company's authorized capital consists of 25,000,000
shares of common stock, par value $.001 per share. Immediately
prior to this offering, 2,500,000 shares were issued and
outstanding. Each record holder of common stock is entitled to
one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation
do not permit cumulative voting for the election of directors,
and shareholders do not have any preemptive rights to purchase
shares in any future issuance of the Company's common stock.
Because the holders of shares of the Company's common stock
do not have cumulative voting rights, the holders of more than
50% of the Company's outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
shares will not be able to elect any of the Company's directors.
The holders of shares of common stock are entitled to
dividends, out of funds legally available therefor, when and as
declared by the Board of Directors. The Board of Directors has
never declared a dividend and does not anticipate declaring a
dividend in the future. In the event of liquidation, dissolution
or winding up of the affairs of the Company, holders are entitled
to receive, ratably, the net assets of the Company available to
shareholders after payment of all creditors.
All of the issued and outstanding shares of common stock are
duly authorized, validly issued, fully paid, and non-assessable.
To the extent that additional shares of the Company's common
stock are issued, the relative interests of existing shareholders
may be diluted.
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters
Market Price.
There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such
a market does develop, that it will continue. Owing to the low
price of the securities, many brokerage firms may not be willing
to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in Sibun's common
stock, the combination of brokerage commissions, state transfer
taxes, if any, and other selling costs may exceed the selling
price.
The Company may apply for listing on the NASD OTC Bulletin
Board or may offer its securities in what are commonly referred
to as the "pink sheets" of the National Quotation Bureau, Inc.
To qualify for listing on the NASD OTC Bulletin Board, an equity
security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to
sponsor the company for listing on the Bulletin Board. The
Company may be unable to find a market maker willing to sponsor
the Company. If the Company does qualify for the OTC Bulletin
Board, shareholders may still find it difficult to dispose of, or
to obtain accurate quotations as to the market value of, the
Company's securities trading in the OTC market.
The Company's securities will also be subject to Securities
and Exchange Commission's "penny stock" rules. (See "Item 2,
Management's Discussion and Analysis or Plan of Operations -
Outlook: Issues and Uncertainties - Securities Regulation").
The penny stock rules may further affect the ability of owners of
the Company's shares to sell their securities in any market that
may develop for them. There may be a limited market for penny
stocks, due to the regulatory burdens on broker-dealers. The
market among dealers may not be active. Investors in penny stock
often are unable to sell stock back to the dealer that sold them
the stock. The mark ups or commissions charged by the
broker-dealers may be greater than any profit a seller may make.
Because of large dealer spreads, investors may be unable to sell
the stock immediately back to the dealer at the same price the
dealer sold the stock to the investor. In some cases, the stock
may fall quickly in value. Investors may be unable to reap any
profit from any sale of the stock, if they can sell it at all.
Holders.
As of May 31, 2000, there were 2,500,000 shares of common
stock outstanding, held by two shareholders of record.
Dividends.
To date the Company has not paid any dividends on its common
stock and does not expect to declare or pay any dividends on such
common stock in the foreseeable future. Payment of any dividends
will be dependent upon the Company's future earnings, if any, its
financial condition, and other factors as deemed relevant by the
Board of Directors.
Item 2. Legal Proceedings.
The Company is not a party to any pending legal proceeding
or litigation and none of its property is the subject of a
pending legal proceeding. Further, the Officers and Directors
know of no legal proceedings against the Company or its property
contemplated by any governmental authority.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
Since April, 1999 (the date of the Company's formation), the
Company has sold its Common Stock to the persons listed in the
table below in transactions summarized as follows:
Shareholder Date Number of Consideration Exemption
Shares
David R. Mortenson 4/02/99 250000 1 2
Jimmy P. Beehner 4/02/99 250000 1 2
Terry Fowler 4/28/99 200000 $200 3
David R. Mortenson 4/28/99 200000 $200 3
Joshua J. Mortenson 4/28/99 200000 $200 3
Laurent Barbudaux 4/28/99 200000 $200 3
Marie M. Charles 4/28/99 200000 $200 3
C. E. Kaiser 4/28/99 200000 $200 3
Roy Donovan Hinton, 4/28/99 200000 $200 3
Jr.
James R. Collins, 4/28/99 200000 $200 3
D.V.M.
Jock R. Collins, 4/28/99 200000 $200 3
D.V.M.
Joshua D. Smetzer 4/28/99 200000 $200 3
1
Consideration consisted of pre-incorporation consulting services
rendered to the Registrant related to investigating and
developing the Registrant's proposed business plan and capital
structure and completing the organization and incorporation of
the Registrant.
2
Sale made in reliance upon exemption from registration under
Rule 506 of Regulation D, and sections 3(b) and 4(2) of the
Securities Act of 1933 due to the shareholders being the
Company=s founders and serving as its initial management, and the
limited number of investors (two).
3
Sale made in reliance upon exemption from registration under
Rule 504 of Regulation D and section 3(b) of the Securities Act
of 1933. The Company's shares were valued at $0.001 per share,
and they were issued to accredited investors according to an
exemption from registration under Texas law that permits general
solicitation and general advertising so long as sales are made
only to accredited investors. Texas law defines "accredited
investor" as a natural person whose individual net worth, or
joint net worth with the person's spouse, at the time of purchase
exceeds $1 million, or whose income during the past two years
exceeds $200,000 individually or $300,000 jointly with spouse and
who expects to continue the same income level in the current
year. If the exemption under Rule 504 of Regulation D is not
available, the Company believes that the issuance was also exempt
under Rule 506 of Regulation D and Sections 3(b) and 4(2) under
the Securities Act of 1933 due to limiting the manner of the
offering, promptly filing notices of sales, and limiting the
issuance of shares to a small number of accredited investors
(ten).
Reports to Stockholders
The Company plans to furnish its stockholders with an annual
report for each fiscal year containing financial statements
audited by its independent certified public accountants.
Additionally, the Company may, in its sole discretion, issue
unaudited quarterly or other interim reports to its stockholders
when it deems appropriate. The Company will be a reporting
company under Section 12g of the Securities and Exchange Act of
1934, and as such will be required to file quarterly and annual
reports and proxy statements. Any document the Company files may
be read and copied at the Commission=s Public Reference Room
located at 450 Fifth Street NW, Washington D.C. 20549, and the
public reference rooms in New York, New York, and Chicago,
Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. The
Company=s filings with the Commission are also available to the
public from the Commission=s website at http://www.sec.gov.
Item 5. Indemnification of Directors and Officers
In accordance with Nevada law, the Company's Articles of
Incorporation, filed as Exhibit 2.1, provide that the Company may
indemnify a person who is a party or threatened to be made a
party to an action, suit or proceeding by reason of the fact that
he or she is an officer, director, employee or agent of the
Company, against such person's costs and expenses incurred in
connection with such action so long as he or she has acted in
good faith and in a manner which he or she reasonably believed to
be in, or not opposed to, the best interests of the Company, and,
in the case of criminal actions, had no reasonable cause to
believe his or her conduct was unlawful. Nevada law requires a
corporation to indemnify any such person who is successful on the
merits or defense of such action against costs and expenses
actually and reasonably incurred in connection with the action.
The bylaws of the Company, filed as Exhibit 2.2, provide
that the Company will indemnify its officers and directors for
costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their
being or having been directors or officers of the Company,
absent a finding of negligence or misconduct in office. the
Company's Bylaws also permit the Company to maintain insurance on
behalf of its officers, directors, employees and agents against
any liability asserted against and incurred by that person
whether or not the Company has the power to indemnify such person
against liability for any of those acts.
Conflicts of Interest
The officers and directors of the Company will not devote
more than a portion of their time to the affairs of the Company.
There will be occasions when the time requirements of the
Company's business conflict with the demands of their other
business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There
is no assurance that the services of such persons will be
available or that they can be obtained upon terms favorable to
the Company.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to
resolve conflicts of interest in favor of the Company could
result in liability of management to the Company. However, any
attempt by shareholders to enforce a liability of management to
the Company would most likely be prohibitively expensive and time
consuming.
PART F/S
Financial Statements
Index to Financial Statements
Sibun River Group, Inc.
(A Development Stage Company)
Index
Independent Auditors Report FB1
Balance Sheets FB2
Statements of Operations FB3
Statements of Cash Flows FB4
Statement of Stockholders Equity FB5
Notes to the Financial Statements FB6 to FB7
Elliott Tulk Pryce Anderson
Chartered Accountants
Suite 1101 A Partnership of Incorporated
750 West Pender St. Professionals
Tel: 604/684-5357
Fax: 604/684C0187 Robin A.W. Elliott, FCA
Vancouver, Barrie C. Anderson, CA
Don M. Prest, CA Keith
Canada V6C 2T8 S. Elliott, CA
BCE-Mail:
[email protected] Associate -
Lisa M. Humer, CA
Independent Auditors Report
To the Board of Directors
Sibun River Group, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Sibun
River Group, Inc. (A Development Stage Company) as of April
30, 2000 and 1999 and the related statements of operations,
stockholders= equity and cash flows for the periods from
April 5, 1999 (Date of Inception) to April 30, 2000 and the
statements of operations and cash flows for the period from
April 5, 1999 (Date of Inception) to April 30, 1999 and the
year ended April 30, 2000. 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 U.S. generally
accepted auditing standards. Those standards require that we
plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the aforementioned financial statements
present fairly, in all material respects, the financial
position of Sibun River Group, Inc. (A Development Stage
Company), as of April 30, 2000 and 1999, and the results of
its operations and cash flows for the periods from April 5,
1999 (Date of Inception) to April 30, 2000 and the period
from April 5, 1999 (Date of Inception) to April 30, 1999 and
the year ended April 30, 2000, in conformity with U.S.
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company
has not generated any revenues or conducted any operations
since inception. These factors raise substantial doubt about
the Company=s ability to continue as a going concern.
Management=s plans in regard to these matters are also
discussed in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
"Elliott, Tulk, Pryce, Anderson"
CHARTERED ACCOUNTANTS
Vancouver, Canada
June 13, 2000
Sibun River Group, Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
April 30,
2000 1999
$ $
Assets
License (Note 3) - 2,000
Liabilities and Stockholders= Equity
Current Liabilities - -
Contingent Liability (Note 1)
Stockholders= Equity
Common Stock, 25,000,000 shares authorized with a par
value of $.001; 2,500,000 shares issued and 2,543 2,543
outstanding Deficit Accumulated During the
Development Stage (2,543) (543)
- 2,000
- 2,000
(The accompanying notes are an integral part of the financial statements)
Sibun River Group, Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From April 5, 1999 For the From April 5, 1999
(Date of Inception) year ended (Date of Inception)
to April 30, 2000 April 30, 2000 to April 30, 1999
$ $ $
<S> <C> <C> <C>
Revenues - - -
Expenses
Amortization of license 1,333 1,333 -
License written-off 667 667 -
Organization expenses 543 - 543
2,543 2,000 543
Net Loss (2,543) (2,000) (543)
</TABLE>
(The accompanying notes are an integral part of the financial statements)
Sibun River Group, Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From April 5, 1999 For the From April 5, 1999
(Date of Inception) year ended (Date of Inception)
to April 30, 2000 April 30, 2000 to April 30, 1999
$ $ $
<S> <C> <C> <C>
Cash Flows to Operating Activities
Net loss (2,543) (2,000) (543)
Non-cash items
Organization costs paid
by a director 543 - 543
Amortization of license 1,333 1,333 -
License written-off 667 667 -
Net Cash Used by Operating Activities - - -
Change in cash - - -
Cash - beginning of year - - -
Cash - end of year - - -
Non-Cash Financing Activities
A total of 500,000 shares were issued at
a fair market value of $0.001 per share for
organization costs 500 - 500
A total of 2,000,000 shares were issued at
a fair market value of $0.001 per share for
the acquisition of a License (Note 3) 2,000 - 2,000
Organization costs paid for by a director
for no consideration treated as additional
paid in capital 43 - 43
2,543 - 2,543
Supplemental Disclosures
Interest paid - - -
Income tax paid - - -
</TABLE>
(The accompanying notes are an integral part of the financial statements)
Sibun River Group, Inc.
(A Development Stage Company)
Statement of Stockholders Equity
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
# $ $
<S> <C> <C> <C>
Balance - April 5, 1999 (Date of Inception) - - -
Stock issued for $500 of organizational
expenses 500000 500 -
Additional paid in capital for organizational
expenses incurred by a director on behalf
of the Company - 43 -
Stock issued for "The Biocatalyst License"
at a fair market value of $0.001 per share 2000000 2000 -
Net loss for the period (543)
Balance - April 30, 1999 2500000 2543 (543)
Net loss for the year - - (2,000)
Balance - April 30, 2000 2500000 2,543 (2,543)
</TABLE>
(The accompanying notes are an integral part of the financial statements)
Sibun River Group, Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
1.Development Stage Company
Sibun River Group, Inc. herein (the ACompany@) was
incorporated in the State of Nevada, U.S.A. on April 5, 1999.
The Company acquired a license to market and distribute a
product. As discussed in Note 3, this license is in jeopardy
and the Company has retained the right to sue the vendor.
The Company=s new business plan is as a Ablank check@
company. Under the Securities Act of 1933, a blank check
company is defined as a development stage company that has no
specific business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition with an
unidentified company or companies and is issuing Apenny
stock@ securities.
In a development stage company, management devotes most of
its activities in investigating business opportunities.
Planned principal activities have not yet begun. The ability
of the Company to emerge from the development stage with
respect to any planned principal business activity is
dependent upon its successful efforts to raise additional
equity financing and find an appropriate merger candidate.
There is no guarantee that Sibun will be able to raise any
equity financing or find an appropriate merger candidate.
There is substantial doubt regarding the Company=s ability to
continue as a going concern.
2.Summary of Significant Accounting Policies
(a) Year end
The Companys fiscal year end is April 30.
(b) Licenses
Costs to acquire licenses are capitalized as incurred.
These costs will be amortized on a straight-line basis
over their remaining estimated useful lives.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with
a maturity of three months or less at the time of issuance
to be cash equivalents.
(d) Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the periods. Actual
results could differ from those estimates.
3.License
The Company's only asset is a license to distribute and
produce an oxygen enriched water product, called
"Biocatalyst," for remediation of feed lot waste including
remediation of waste water and containment ponds, and the
rights accruing from this license. The Company's original
business plan was to determine the feasibility of the
Biocatalyst waste remediation application, and, if
Biocatalyst proved to be feasible for this application,
become a Biocatalyst producer. The Company acquired the three-
year license from Mortenson & Associates on April 5, 1999 by
issuing 2,000,000 shares at a fair market value of $.001 or
$2,000. The general partner of Mortenson & Associates was
also a former director and officer of the Company. Mortenson
& Associates acquired its right to sublicense Biocatalyst to
the Company from NW Technologies.
3.License (continued)
The Company filed a Form S-1 Registration Statement with the
SEC on August 10, 1999, which was subsequently amended but
never declared effective. In December, 1999, David R.
Mortenson, Mortenson & Associates' principal, notified the
Company that he was involved in a legal dispute with NW
Technologies, and would be unable to fulfill his obligations
under the license to the Company. As a result, the Company's
ability to implement its business plan was seriously
undermined, and on February 15, 2000, the Company requested
withdrawal of its Form S-1 Registration Statement.
April 30,
2000 1999
$ $
License
Cost 2000 2000
Less accumulated amortization (1333) -
Less amount written-off (667) -
- 2000
4. Related Party Transaction
The License referred to in Note 3 was sold to the Company by a
partnership whose general manager was the former President of
the Company and a director for consideration of 2,000,000
shares for total fair market consideration of $2,000. These
shares were paid evenly to the ten partners.
PART III
Item 1. Index to Exhibits
Exhibit
Number Name
2.1 Articles of Incorporation
2.2 Bylaws
27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
Sibun River Group, Inc.
/S/ Richard Achron
July 10/2000
Richard Achron, President and Director (Date)
2.1
ARTICLES OF INCORPORATION
of
Sibun River Group, Inc.
The undersigned natural person of the age of eighteen
years or more, acting as incorporator of a corporation under
and pursuant to the laws of the State of Nevada, hereby adopts
the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is Sibun River Group, Inc.
ARTICLE II
The principal office of this corporation is to be at 50
West Liberty Street, Suite 880, Reno 89501, State of Nevada.
The Nevada Agency and Trust Company is hereby named as Resident
Agent of this corporation and in charge of its said office in
Nevada.
ARTICLE III
The nature of the business, objects and purposes to be
transacted, promoted, or carried on by the corporation are:
22. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law
of the State of Nevada and to act in every kind of fiduciary
capacity. and generally to do all things necessary or
convenient which are incident to or which a natural person
might or could do.
23. To purchase, receive, take by grant, gift, devise,
bequest, or otherwise. lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated,
and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of its property
and assets, or any interests therein, wherever situated.
1. 24. To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in
and dispose of mining claims, oil leases, oil and gas wells,
real estate, real property, lands, multiple-dwelling
structures, houses, buildings and other works and any interest
or right therein; to take, lease, purchase or otherwise handle
or acquire, and to own, use, hold, sell, convey, exchange,
hire, lease, pledge, mortgage, and otherwise handle, and deal
in and dispose of, as principal agent or in any lawful
capacity, such personal property, chattels, chattels real,
rights, easements, privileges, causes in action, notes, bonds,
mortgages, and securities as may lawfully be acquired, held or
disposed of and to acquire, purchase, sell, assign, transfer,
dispose of and generally deal in and with as principal, agent,
broker, and in any lawful capacity, mortgages and other
interests in real, personal, and mixed properties; to carry on
a general oil exploration, mining exploration and management
business as principal, agent, representative, contractor, sub-
contractor, and in any other lawful capacity. To manufacture,
purchase or acquire in any lawful manner and to hold, own,
mortgage, pledge, sell, transfer, or in any manner dispose of,
and to deal and trade in goods, wares, merchandise, and
property of any and every class and description, and in any
part of the world.
25. To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses
and immunities in respect of, manufacture under and to
introduce, sell, assign, mortgage, pledge or otherwise dispose
of and, in any manner deal with and contract with reference to:
1. Inventions, devices, formulas, processes,
improvements and modifications thereof;
2. Letters patent, patent rights, patented processes,
rights, designs, and similar rights, trademarks, trade
names, trade symbols and other indications or origin and
ownership granted by or recognized under the laws of the
United States of America, any state or subdivision
thereof, and any commonwealth, territory, possession,
dependency, colony, possession agency or instrumentality
of the United States of America and of any foreign
country, and all rights connected therewith or
appertaining thereto.
3. Franchises, licenses, grants and concessions.
26. To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
27. To lend money in furtherance of its corporate purposes
and to invest and reinvest its funds from time to time to such
extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentalities thereof, and on
such terms and on such security, if any, as the Board of
Directors of the corporation may determine and direct any
officer to complete.
28. To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to
issue and sell its own securities, including its shares of
stock, notes, bonds, debentures, and other obligations, in such
amounts, on such terms and conditions, for such purposes and
for such prices, now or hereafter permitted by the laws of the
State of Nevada and by the Board of Directors of the
corporation as they may determine; and to secure any of its
obligations by mortgage, pledge or other encumbrance of any or
all of its property, franchises and income.
29. To be a promoter or manager of other corporations of
any type or kind; and to participate with others in any
corporation, partnership, limited partnership, joint venture,
or other association of any kind, or in any transaction,
undertaking or arrangement which the corporation would have
power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
30. To promote and exercise all or any part of the
foregoing purposes and powers in and all parts of the world,
and to conduct its business in all or any branches in any
lawful capacity.
The foregoing enumeration of specific purposes and
powers shall not be held to limit or restrict in any
manner the purposes and powers of the corporation by
references to or inference from the terms or provisions
of any other clause, but shall be regarded as
independent purposes.
ARTICLE IV
The aggregate number of shares which the corporation
shall have authority to issue is 25,000,000 shares of common
stock having a par value of $0.001 each.
No shareholder of the corporation shall have the right
of cumulative voting at any election of directors or upon any
other matter.
No holder of securities of the corporation shall be
entitled as a matter of right, preemptive or otherwise, to
subscribe for or purchase any securities of the corporation now
or hereafter authorized to be issued, or securities held in the
treasury of the corporation, whether issued or sold for cash or
other consideration or as a share dividend or otherwise. Any
such securities may be issued or disposed of by the board of
directors to such persons and on such terms as in its
discretion it shall deem advisable.
ARTICLE V
Any action required to, or that may, be taken at any
annual or special meeting of shareholders may be taken without
a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders
of all shares entitled to vote on the action were present and
voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS
and the number of such Directors shall be not less than one
(l), or more than five (5). The first board of directors shall
be two. Members whose names and post office addresses are as
follows:
Mortenson, David
P.O. Box 5034
Alvin, TX 77512-5034
Beehner, Jim
P. O. Box 2370
Alvin, TX 77512-2370
ARTICLE VII
The initial number of stockholders will be [insert number of
initial shareholders, i.e.@two (2)@]. Additional stockholders
may be obtained. The number of directors may be changed as
provided in N.R.S. 78.330.
ARTICLE VIII
A. No director of the corporation shall be liable to the
corporation or any of its shareholders for monetary damages for
an act or omission in the director's capacity as a director,
except that this Article VIII shall not authorize the
elimination or limitation of liability of a director of the
corporation to the extent the director is found liable for: (i)
a breach of such director's duty of loyalty to the corporation
or its shareholders; (ii) an act or omission not in good faith
that constitutes a breach of duty of such director to the
corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act
or omission for which the liability of a director is expressly
provided by an applicable statute.
B. The capital stock of this corporation after the amount
of the subscription price or par value has been paid in, shall
not be subject to assessment to pay debts of this corporation
and no stock issued as fully paid up shall ever be assessable
or assessed and the Articles of Incorporation shall not be
amended in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
David R. Mortenson, the undersigned, being the original
incorporator for the purpose of forming a corporation to do
business both within and without the state of Nevada, and in
pursuance of the General Corporation Law of the State of
Nevada, effective March 31, 1925 and as subsequently amended do
make and file this certificate, hereby declaring and certifying
that the facts herein above stated are true.
This 1st day of April , 1999.
/s/ David R.Mortenson
Address: P.O. Box 5034
Alvin, TX 77512-5034
On 1st April 1999 before me, the undersigned, a Notary Public
in and for said State, personally appeared David R. Mortenson
to me known to be the person whose name
is subscribed to the within instrument and acknowledged to me
that he executed the same.
WITNESS my hand and official seal.
/s/ Marcy Ann Ainsworth
Notary Public
[Notary Seal]
2.2
BYLAWS OF
Sibun River Group, Inc.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or OfficeBRequirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS= MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 AdjournmentBNotice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board CommitteesBAuthority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a) Declaration of Vacancy 8
2.15(b) Filling Vacancies by Directors 8
2.15(c) Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and Employees 9
3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 9
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.05 Voting List 10
3.06 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 11
3.09(a)Quorum of Shareholders 11
3.09(b)Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 12
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a)Chairman 13
4.01(b)President 13
4.01(c)Vice President 14
4.01(d)Secretary 14
4.01(e)Treasurer 15
4.01(f)Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing CertificatesBFacsimile Signatures 17
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 19
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONE - CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes Twenty-five
Million shares to be issued. The officers and transfer
agents issuing shares of the Corporation shall ensure that
the total number of shares outstanding at any given time
does not exceed this number. Such officers and agents shall
advise the Board at least annually of the authorized shares
remaining available to be issued. No shares shall be issued
for less than the par value stated in the Charter. Each
Charter provision shall be observed until amended by
Restated Articles or Articles of Amendment duly filed with
the Secretary of State.
1.02 REGISTERED AGENT AND OFFICEBREQUIREMENT OF FILING
CHANGES WITH SECRETARY OF STATE
The address of the Registered Office provided in the
Articles of Incorporation, as duly filed with the Secretary
of State for the State of Nevada is: 50 West Liberty Street,
#880, Reno NV 89501.
The name of the Registered Agent of the Corporation at
such address, as set forth in its Articles of Incorporation,
is: The Nevada Agency and Trust Company.
The Registered Agent or Office may be changed by filing
a Statement of Change of Registered Agent or Office or Both
with the Secretary of State, and not otherwise. Such filing
shall be made promptly with each change. Arrangements for
each change in Registered Agent or Office shall ensure that
the Corporation is not exposed to the possibility of a
default judgment. Each successive Registered Agent shall be
of reliable character and well informed of the necessity of
immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of
the Corporation is hereby established as: 2400 Loop 35
#1502, Alvin, Texas 77511.
The Corporation may have additional business offices
within the State of Nevada, and where it may be duly
qualified to do business outside of Nevada, as the Board of
Directors may from time to time designate or the business of
the Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any
limits imposed by the Shareholders, may amend or repeal
these Bylaws and adopt new Bylaws. All amendments shall be
upon advice of counsel as to legality, except in emergency.
Bylaw changes shall take effect upon adoption unless
otherwise specified. Notice of Bylaws changes shall be given
in or before notice given of the first Shareholders= meeting
following their adoption.
ARTICLE TWOBDIRECTORS AND DIRECTORS MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the
Board of Directors may be taken without a meeting, and shall
have the same force and effect as a unanimous vote of
Directors, if all members of the Board consent in writing to
the action. Such consent may be given individually or
collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these
Bylaws and by the Business Corporation Act, Directors may
participate in and hold a meeting by means of conference
call or similar communication by which all persons
participating can hear each other. Participation in such a
meeting shall constitute presence in person at such meeting,
except participation for the express purpose of objecting to
the transaction of any business on the ground that the
meeting is not lawfully called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the
business office of the Corporation or at such other place
within or without the State of Nevada as may be designated
by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be
held, without call or notice, immediately following each
annual Shareholders= meeting, and at such other regularly
repeating times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any
purpose may be called at any time by the President or, if
the President is absent or unable or refuses to act, by any
Vice President or any two Directors. Written notices of the
special meetings, stating the time and place of the meeting,
shall be mailed ten days before, or telegraphed or
personally delivered so as to be received by each Director
not later than two days before, the day appointed for the
meeting. Notice of meetings need not indicate an agenda.
Generally, a tentative agenda will be included, but the
meeting shall not be confined to any agenda included with
the notice.
Meetings provided for in these Bylaws shall not be
invalid for lack of notice if all persons entitled to notice
consent to the meeting in writing or are present at the
meeting and do not object to the notice given. Consent may
be given either before or after the meeting.
Upon providing notice, the Secretary or other officer
sending notice shall sign and file in the Corporate Record
Book a statement of the details of the notice given to each
Director. If such statement should later not be found in
the Corporate Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors= meeting, or
adjournment thereof, of a majority of the authorized number
of Directors shall be necessary to constitute a quorum to
transact any business, except to adjourn. If a quorum is
present, every act done or resolution passed by a majority
of the Directors present and voting shall be the act of the
Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors=
meeting to meet again at a stated hour on a stated day.
Notice of the time and place where an adjourned meeting will
be held need not be given to absent Directors if the time
and place is fixed at the adjourned meeting. In the absence
of a quorum, a majority of the Directors present may adjourn
to a set time and place if notice is duly given to the
absent members, or until the time of the next regular
meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the
Chairman of the Board, if there is such an officer, and if
not, the President, or in the President=s absence, a Vice
President designated by the President, or in the absence of
such designation, a Chairman chosen by a majority of the
Directors present, shall preside. The Secretary of the
Corporation shall act as Secretary of the Board of
Directors= meetings. When the Secretary is absent from any
meeting, the Chairman may appoint any person to act as
Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all
corporate powers shall be exercised by or under authority of
the Board of Directors, subject to limitations imposed by
law, the Articles of Incorporation, any applicable
Shareholders= agreement, and these Bylaws.
2.10 BOARD COMMITTEESBAUTHORITY TO APPOINT
The Board of Directors may designate an executive
committee and one or more other committees to conduct the
business and affairs of the Corporation to the extent
authorized. The Board shall have the power at any time to
change the powers and membership of, fill vacancies in, and
dissolve any committee. Members of any committee shall
receive such compensation as the Board of Directors may from
time to time provide. The designation of any committee and
the delegation of authority thereto shall not operate to
relieve the Board of Directors, or any member thereof, of
any responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the
Corporation and any of its Directors (or any corporation or
firm in which any of its Directors are directly or
indirectly interested) shall be valid for all purposes
notwithstanding the presence of that Director at the meeting
during which the contract or transaction was authorized, and
notwithstanding the Directors= participation in that
meeting. This section shall apply only if the contract or
transaction is just and reasonable to the Corporation at the
time it is authorized and ratified, the interest of each
Director is known or disclosed to the Board of Directors,
and the Board nevertheless authorizes or ratifies the
contract or transaction by a majority of the disinterested
Directors present. Each interested Director is to be counted
in determining whether a quorum is present, but shall not
vote and shall not be counted in calculating the majority
necessary to carry the vote. This section shall not be
construed to invalidate contracts or transactions that would
be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be
two (2). No Director need be a resident of Nevada or a
Shareholder. The number of Directors may be increased or
decreased from time to time by amendment to these Bylaws.
Any decrease in the number of Directors shall not have the
effect of shortening the tenure which any incumbent Director
would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their
successors are elected and qualified. Election for all
Director positions, vacant or not vacant, shall occur at
each annual meeting of the Shareholders and may be held at
any special meeting of Shareholders called specifically for
that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual
Director may be removed from office by a vote of
Shareholders holding a majority of the outstanding shares
entitled to vote at an election of Directors. However, if
less than the entire Board is to be removed, no one of the
Directors may be removed if the votes cast against his
removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of
Directors. No director may be so removed except at an
election of the class of Directors of which he is a part. If
any or all Directors are so removed, new Directors may be
elected at the same meeting. Whenever a class or series of
shares is entitled to elect one or more Directors under
authority granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the vote of that class
or series and not to the vote of the outstanding shares as a
whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon
the occurrence of any of the following events: (a) the
death, resignation, or removal of any Director; (b) an
increase in the authorized number of Directors; or (c) the
failure of the Shareholders to elect the full authorized
number of Directors to be voted for at any annual, regular,
or special Shareholders= meeting at which any Director is to
be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant
the office of a Director if the Director: (a) is adjudged
incompetent by a court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to accept the office
of Director, in writing or by attending a meeting of the
Board of Directors, within thirty (30) days of notice of
election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the
number of Directors may be filled temporarily by majority
vote of the remaining Directors, though less than a quorum,
or by a sole remaining Director. Each Director so elected
shall hold office until a qualified successor is elected at
a Shareholders= meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those
caused by an increase in the number of Directors shall be
filled by the Shareholders at the next annual meeting or at
a special meeting called for that purpose. Upon the
resignation of a Director tendered to take effect at a
future time, the Board or the Shareholders may elect a
successor to take office when the resignation becomes
effective.
2.16 COMPENSATION
Directors shall receive such compensation for their
services as Directors as shall be determined from time to
time by resolution of the Board. Any Director may serve the
Corporation in any other capacity as an officer, agent,
employee, or otherwise, and receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation
to pay or reimburse any present or former Director or
officer of the Corporation any costs or expenses actually
and necessarily incurred by that officer in any action,
suit, or proceeding to which the officer is made a party by
reason of holding that position, provided, however, that no
officer shall receive such indemnification if finally
adjudicated therein to be liable for negligence or
misconduct in office. This indemnification shall extend to
good-faith expenditures incurred in anticipation of
threatened or proposed litigation. The Board of Directors
may in proper cases, extend the indemnification to cover the
good-faith settlement of any such action, suit, or
proceeding, whether formally instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on
behalf of any Director, officer, employee, or agent of the
Corporation, or on behalf of any person serving at the
request of the Corporation as a Director, officer, employee,
or agent of another corporation, partnership, joint venture,
trust, or other enterprise, against any liability asserted
against that person and incurred by that person in any such
corporation, whether or not the Corporation has the power to
indemnify that person against liability for any of those
acts.
ARTICLE THREEBSHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the
Shareholders under any provision of the Nevada Business
Corporation Act may be taken without a meeting if authorized
by a consent or waiver filed with the Secretary of the
Corporation and signed by the holders of 51% of shares which
would be entitled to vote on that action at a Shareholders'
meeting. Each such signed consent or waiver, or a true copy
thereof, shall be placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these
Bylaws and by the Business Corporation Act, Shareholders may
participate in and hold a meeting by means of conference
call or similar communication by which all persons
participating can hear each other. Participation in such a
meeting shall constitute presence in person at such meeting,
except participation for the express purpose of objecting to
the transaction of any business on the ground that the
meeting is not lawfully called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at the business
office of the Corporation, or at such other place within or
without the State of Nevada as may be designated by the
Board of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons
calling a Shareholders' Meeting. shall give notice, or cause
it to be given, in writing to each Director and to each
Shareholder entitled to vote at the meeting at least ten
(10) but not more than sixty (60) days before the date of
the meeting. Such notice shall state the place, day, and
hour of the meeting, and, in case of a special meeting, the
purpose or purposes for which the meeting is called. Such
written notice may be given personally, by mail, or by other
means. Such notice shall be addressed to each recipient at
such address as appears on the Books of the Corporation or
as the recipient has given to the Corporation for the
purpose of notice. Meetings provided for in these Bylaws
shall not be invalid for lack of notice if all persons
entitled to notice consent to the meeting in writing or are
present at the meeting in person or by proxy and do not
object to the notice given, Consent may be given either
before or after the meeting. Notice of the reconvening of an
adjourned meeting is not necessary unless the meeting is
adjourned more than thirty days past the date stated in the
notice, in which case notice of the adjourned meeting shall
be given as in the case of any special meeting. Notice may
be waived by written waivers signed either before or after
the meeting by all persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days
before each Shareholders' meeting, the officer or agent
having charge of the Corporation's share transfer books
shall make a complete list of the Shareholders entitled to
vote at that meeting or any adjournment thereof, arranged in
alphabetical order, with the address and the number of
shares held by each. The list shall be kept on file at the
Registered Office of the Corporation for at least ten (10)
days prior to the meeting, and shall be subject to
inspection by any Director, officer, or Shareholder at any
time during usual business hours. The list shall also be
produced and kept open at the time and place of the meeting
and shall be subject, during the whole time of the meeting,
to the inspection of any Shareholder. The original share
transfer books shall be prima facie evidence as to the
Shareholders entitled to examine such list or transfer books
or to vote at any meeting of Shareholders. However, failure
to prepare and to make the list available in the manner
provided above shall not affect the validity of any action
taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be
entitled to one (1) vote on each matter submitted to a vote
at a meeting of Shareholders, except to the extent that the
voting rights of the shares of any class or classes are
limited or denied pursuant to the Articles of Incorporation.
A Shareholder may vote in person or by proxy executed in
writing by the Shareholder, or by the Shareholder's duly
authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of
Incorporation, every Shareholder entitled to vote at any
election of Directors may cumulate votes. For this purpose,
each Shareholder shall have a number of votes equal to the
number of Directors to be elected multiplied by the number
of votes to which the Shareholder's shares are entitled. The
Shareholder may cast all these votes for one candidate or
may distribute the votes among any number of candidates. The
candidates receiving the highest number of votes are
elected, up to the number of vacancies to be filled. No
Shareholder may cumulate votes unless that Shareholder gives
written notice of his or her intention to do so to the
Secretary of the Corporation on or before the day preceding
the election at which the votes will be cumulated. If any
Shareholder gives written notice as provided above, all
Shareholders may cumulate their votes.
3.08 PROXIES
A Shareholder may vote either in person or by proxy
executed in writing by the Shareholder or his or her duly
authorized attorney in fact. Unless otherwise provided in
the proxy or by law, each proxy shall be revocable and shall
not be valid after eleven (11) months from the date of its
execution.
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence
(in person or by proxy) of the persons who are entitled to
vote a majority of the outstanding voting shares on that
matter shall constitute the quorum necessary for the
consideration of the matter at a Shareholders' meeting. The
vote of the holders of a majority of the shares entitled to
vote on the matter and represented at a meeting at which a
quorum is present shall be the act of the Shareholders'
meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a
quorum, or upon the withdrawal of enough Shareholders to
leave less than a quorum, other than to adjourn the meeting
from time to time by the vote of a majority of the shares
represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a
Shareholder demands election by ballot before the voting
begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the
President, or, in the President's absence, a Vice President
designated by the President, or, in the absence of such
designation, any other person chosen by a majority of the
Shareholders of the Corporation present in person or by
proxy and entitled to vote. The Secretary of the
Corporation, or, in the Secretary's absence, an Assistant
Secretary, shall act as Secretary of all meetings of the
Shareholders. In the absence of the Secretary or Assistant
Secretary, the Chairman shall appoint another person to act
as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the
Shareholders of the Corporation, for the purpose of electing
Directors and for the transaction of any other business as
may come before the meeting, shall be set from time to time
by a majority vote of the Board of Directors. If the day
fixed for the annual meeting shall be on a legal holiday in
the State of Nevada, such meeting shall be held on the next
succeeding business day. If the election of Directors is not
held on the day thus designated for any annual meeting, or
at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the
Shareholders as soon thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders'
Meeting is not held, any Shareholder may apply to a court of
competent jurisdiction in the county in which the principal
office of the Corporation is located for a summary order
that an annual meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any
time by. (a) the President; (b) the Board of Directors; or
(c) one or more Shareholders holding in the aggregate one-
tenth or more of all the shares entitled to vote at the
meeting. Such meeting may be called for any purpose. The
party calling the meeting may do so only by written request
sent by registered mail or delivered in person to the
President or Secretary. The officer receiving the written
request shall within ten (10) days from the date of its
receipt cause notice of the meeting to be sent to all the
Shareholders entitled to vote at such a meeting. If the
officer does not give notice of the meeting within ten (10)
days after the date of receipt of the written request, the
person or persons calling the meeting may fix the time of
the meeting and give the notice. The notice shall be sent
pursuant to Section 3.04 of these Bylaws. The notice of a
special Shareholders' meeting must state the purpose or
purposes of the meeting and, absent consent of every
Shareholder to the specific action taken, shall be limited
to purposes plainly stated in the notice, notwithstanding
other provisions herein.
ARTICLE FOURBOFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President
and a Secretary, as required by law. The Corporation may
also have, at the discretion of the Board of Directors, a
Chairman of the Board, one or more Vice Presidents, a
Treasurer, one or more Assistant Secretaries, and one or
more Assistant Treasurers. Any two or more offices,
including President and Secretary, may be held by one
person. All officers shall be elected by and hold office at
the pleasure of the Board of Directors, which shall fix the
compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall,
if present, preside at the meetings of the Board of
Directors and exercise and perform such other powers and
duties as may from time to time be assigned to the Chairman
by the Board of Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be
given to the Chairman, if there is one, by the Board of
Directors, the President shall be the chief executive
officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision
direction, and control of the business and officers of the
Corporation. The President shall have the general powers and
duties of management usually vested in the office of
President of a corporation; shall have such other powers and
duties as may be prescribed by the Board of Directors or the
Bylaws; and shall be ex officio a member of all standing
committees, including the executive committee, if any. In
addition, the President shall preside at all meetings of the
Shareholders and in the absence of the Chairman, or if there
is no Chairman, at all meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform
such duties as from time to time may be prescribed by these
Bylaws, by the Board of Directors, or by the President. In
the absence or disability of the President, the senior or
duly appointed Vice President, if any, shall perform all the
duties of the President, pending action by the Board of
Directors when so acting, such Vice President shall have all
the powers of, and be subject to all the restrictions on,
the President.
4.01(d) SECRETARY
The Secretary shall:
- See that all notices are duly given in accordance with
the provisions of these Bylaws and as required by law. In
case of the absence or disability of the Secretary. or the
Secretary's refusal or neglect to act, notice may be given
and served by an Assistant Secretary or by the Chairman, the
President, any Vice President, or by the Board of Directors.
- Keep the minutes of corporate meetings, and the
Corporate Record Book, as set out in Section 7.01 hereof.
- Maintain, in the Corporate Record Book, a record of all
share certificates issued or canceled and all shares of the
Corporation canceled or transferred.
- Be custodian of the Corporation's records and of any
seal which the Corporation may from time to time adopt. when
the Corporation exercises its right to use a seal, the
Secretary shall see that the seal is embossed on all share
certificates prior to their issuance and on all documents
authorized to be executed under seal in accordance with the
provisions of these Bylaws.
- In general, perform all duties incident to the office
of Secretary, and such other duties as from time to time may
be required by Sections 7.01, 7.02, and 7.03 of these
Bylaws, by these Bylaws generally, by the Board of
Directors, or by the President.
4.01(e) TREASURER
The Treasurer shall:
- Have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and deposit all
funds in the name of the Corporation in those banks, trust
companies, or other depositories that shall be selected by
the Board of Directors.
- Receive, and give receipt for, monies due and payable
to the Corporation.
- Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors,
taking proper vouchers for those disbursements.
- If required by the Board of Directors or the President,
give to the Corporation a bond to assure the faithful
performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books,
papers, vouchers, money, and other property of whatever kind
in the Treasurer's possession or control, in case of the
Treasurers death, resignation, retirement, or removal from
office. Any such bond shall be in a sum satisfactory to the
Board of Directors, with one or more sureties or a surety
company satisfactory to the Board of Directors.
- In general, perform all the duties incident to the
office of Treasurer and such other duties as from time to
time may be assigned to the Treasurer by Sections 7.O4 and
7.05 of these Bylaws, by these Bylaws generally, by the
Board of Directors, or by the President.
4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall
have such powers and perform such duties as the Secretary or
Treasurer, respectively, or as the Board of Directors or
President may prescribe. In case of the absence of the
Secretary or Treasurer, the senior Assistant Secretary or
Assistant Treasurer, respectively, may perform all of the
functions of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without
cause, by vote of a majority of the Directors at any regular
or special meeting of the Board, or, except in case of an
officer chosen by the Board of Directors, by any committee
or officer upon whom that power of removal may be conferred
by the Board of Directors. Such removal shall be without
prejudice to the contract rights, if any, of the person
removed. Any officer may resign at any time by giving
written notice to the Board of Directors, the President, or
the Secretary of the Corporation. Any resignation shall take
effect on the date of the receipt of that notice or at any
later time specified therein, and, unless otherwise
specified therein, the acceptance of that resignation shall
not be necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any
office of the Corporation, by reason of death,
resignation, removal, or otherwise, the Board of Directors
may elect an acting successor to hold office for the
unexpired term or until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from
time to time by the Board of Directors, and no officer shall
be prevented from receiving a salary by reason of the fact
that the officer is also a Shareholder or a Director of the
Corporation, or both.
ARTICLE FIVEBAUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the
execution of instruments. The Board of Directors, except as
otherwise provided in these Bylaws, may additionally
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Unless expressly authorized by these Bylaws or the Board of
Directors, no officer, agent, or employee shall have any
power or authority to bind the Corporation by any contract
or engagement nor to pledge its credit nor to render it
pecuniarily liable for any purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes,
deeds, deeds of trust, mortgages, pledges, and other
evidences of indebtedness of the Corporation, other
corporate documents, and certificates of ownership of liquid
assets held by the Corporation shall be signed or endorsed
by the President or any Vice President and by the Secretary
or the Treasurer, unless otherwise specifically determined
by the Board of Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series
of shares, or both. Any of these classes or series may have
full, limited, or no voting rights, and may have such other
preferences, rights, privileges, and restrictions as are
stated or authorized in the Articles of Incorporation. All
shares of any one class shall have the same voting,
conversion, redemption, and other rights, preferences,
privileges, and restrictions, unless the class is divided
into series, If a class is divided into series, all the
shares of any one series shall have the same voting,
conversion, redemption, and other. rights, preferences,
privileges, and restrictions. There shall always be a class
or series of shares outstanding that has complete voting
rights except as limited or restricted by voting rights
conferred on some other class or series of outstanding
shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may
be issued by the Corporation until the full amount of the
consideration has been received. When the consideration has
been paid to the Corporation, the shares shall be deemed to
have been issued and the certificate representing the shares
shall be issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be
fixed from time to time by the Board of Directors, but not
less than the par value stated in the Articles of
Incorporation. The consideration paid for the issuance of
shares shall consist of money paid, labor done, or property
actually received, and neither promissory notes nor the
promise of future services shall constitute payment nor
partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until
the former certificate for the shares represented thereby
shall have been surrendered and canceled, except that
replacements for lost or destroyed certificates may be
issued, upon such terms, conditions, and guarantees as the
Board may see fit to impose, including the filing of
sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the
officer(s) designated by the Board of Directors. The
signatures of the foregoing officers may be facsimiles. If
the officer who has signed or whose facsimile signature has
been placed on the certificate has ceased to be such officer
before the certificate issued, the certificate may be issued
by the Corporation with the same effect as if he or she were
such officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer
agents or transfer clerks, and one or more registrars, at
such times and places as the requirements of the Corporation
may necessitate and the Board of Directors may designate.
Each registrar appointed, if any, shall be an incorporated
bank or trust company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the
books of the Corporation shall be deemed the owner thereof
as regards the Corporation, provided that whenever any
transfer of shares shall be made for collateral security,
and not absolutely, and prior written notice thereof shall
be given to the Secretary of the Corporation, or to its
transfer agent, if any, such fact shall be stated in the
entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is
reasonable doubt as to the right of the person seeking the
transfer, the Corporation or its transfer agent, before
recording the transfer of the shares on its books or issuing
any certificate therefor, may require from the person
seeking the transfer reasonable proof of that person's right
to the transfer. If there remains a reasonable doubt of the
right to the transfer, the Corporation may refuse a transfer
unless the person gives adequate security or a bond of
indemnity executed by a corporate surety or by two
individual sureties satisfactory to the Corporation as to
form, amount, and responsibility of sureties. The bond shall
be conditioned to protect the Corporation, its officers,
transfer agents, and registrars, or any of them, against any
loss, damage, expense, or other liability for the transfer
or the issuance of a new certificate for shares.
ARTICLE SEVENBCORPORATE RECORDS AND ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or
such other place as the Board of Directors may order, a book
recording the minutes of all meetings of its Shareholders
and Directors, with the time and place of each meeting,
whether such meeting was regular or special, a copy of the
notice given of such meeting, or of the written waiver
thereof, and, if it is a special meeting, how the meeting
was authorized. The record book shall further show the
number of shares present or represented at Shareholders'
meetings, and the names of those present and the proceedings
of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or
at the office of the transfer agent, a share register
showing the names of the Shareholders, their addresses, the
number and class of shares issued to each, the number and
date of issuance of each certificate issued for such shares,
and the number and date of cancellation of every certificate
surrendered for cancellation. The above information may be
kept on an information storage device such as a computer,
provided that the device is capable of reproducing the
information in clearly legible form. If the Corporation is
taxed under Internal Revenue Code Section 1244 or Subchapter
S, the Officer issuing shares shall maintain the appropriate
requirements regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe
the use of, or discontinue the use of, such corporate seal
as it deems desirable, and the appropriate officers shall
cause such seal to be affixed to such certificates and
documents as the Board of Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate
accounts of its properties and business transactions,
including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus, and shares.
The corporate bookkeeping procedures shall conform to
accepted accounting practices for the Corporation's business
or businesses. subject to the foregoing, The chart of
financial accounts shall be taken from, and designed to
facilitate preparation of, current corporate tax returns.
Any surplus, including earned surplus, paid-in surplus, and
surplus arising from a reduction of stated capital, shall be
classed by source and shown in a separate account. If the
Corporation is taxed under Internal Revenue Code Section
1244 or Subchapter S, the officers and agents maintaining
the books of account shall maintain the appropriate
requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the
Corporation's books or records may be required to first sign
an affidavit that the demanding party will not directly or
indirectly participate in reselling the information and will
keep it confidential other than in use for proper purposes
reasonably related to the Director's or Shareholder's role.
A Director who insists on examining the records while
refusing to sign this affidavit thereby resigns as a
Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as
determined by the Board of Directors and approved by the
Internal Revenue Service. The Treasurer shall forthwith
arrange a consultation with the Corporation's tax advisers
to determine whether the Corporation is to have a fiscal
year other than the calendar year. If so, the Treasurer
shall file an election with the Internal Revenue Service as
early as possible, and all correspondence with the IRS,
including the application for the Corporation's Employer
Identification Number, shall reflect such non-calendar year
election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be
waived by execution of a written waiver of notice executed
by the person entitled to the notice. The waiver may be
signed before or after the meeting.
ARTICLE VIII ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of
Directors on April 5, 1999.
/s/ Jimmy P. Beehner
Jimmy P. Beehner
/s/ David R. Mortenson
David R. Mortenson
Attested to, and certified by:
/s/ Jimmy P. Beehner
Secretary
