UNITED STATES
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
Stemcell Global Research, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 88-0407473
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
9978 Washington Street, Camp Dennison, Ohio 45111
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (513) 831-8007
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Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
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Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
1,924,350 issued and outstanding as of April 30, 1999.
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Part I ......................................................................................................3
Item 1. Description of Business..................................................3
Item 2. Management's Discussion and Analysis or Plan of
Operation ..............................................................13
Item 3. Description of Property.................................................14
Item 4. Security Ownership of Management and Others and
Certain Security Holders ...............................................14
Item 5. Directors, Executives, Officers and Significant
Employees...............................................................15
Item 6. Executive Compensation..................................................17
Item 7. Certain Relationships and Related Transactions..........................17
Part II ....................................................................................................18
Item 1. Legal Proceedings.......................................................18
Item 2. Market for Common Equity and Related Stockholder Matters................18
Item 3. Recent Sales of Unregistered Securities.................................19
Item 4. Description of Securities...............................................19
Item 5. Indemnification of Directors and Officers...............................20
Part F/S ...................................................................................................22
Item 1. Financial Statements....................................................22
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.....................................22
Part III ...................................................................................................23
Item 1. Index to Exhibits.......................................................23
Item 2. Description of Exhibits.................................................26
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Part I
Item 1. Description of Business
A. Business Development and Summary
Stemcell Global Research, Inc. ("STEM," "Stemcell," or the "Company"),
a Nevada corporation incorporated on January 20, 1999, is a developmental stage
company with a principal business objective to develop proprietary process
technologies and devices for a range of cell therapy applications, including
stem cell therapies and gene therapy. The Company intends to focus on the
investigation, production and clinical use of preparations based on Fetal Cells
and Tissues, including the elaboration of complex methods, which include Fetal
Cell Transplants, for the effective treatment of many diseases. The Cell Therapy
process involves the introduction of Human Fetal Cells into the body of the
patient, where the cells locate their target organs, produce generations of
descendants, perform full function and thereby fill deficient or weakened
functions of organs and tissues.
The Company believes that Cell Therapy combines the advantages of a new
branch of Transplantology - Fetal Stem Cell Transplantation - with the modern
achievements of therapy and the simplicity of a normal pharmaceutical
preparations administration. Fetal Stem Cell Transplantation is a branch of
transplantology, related to the transplantation, not of organs or tissues, but
of Embryo Cells - progenitors of pools of Cells, those in charge of certain
functions and systems of the body, including: hemopoiesis, nerve, immune, muscle
and cutaneous systems.
The Company's strategy over the next approximately twelve (12) to
twenty-four (24) months is to establish a consumable-based business model, focus
on established and reimbursed therapies, leverage platform technology across
multiple market opportunities and pursue strategic alliances.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
Cell Therapy
Cell therapy is the use of human cells to treat a medical disorder. The
most common types of cell therapy, blood and platelet transfusions, have been
widely used for many decades. More recently, bone marrow-derived cells have been
used to restore the bone marrow and the blood and immune system cells which are
damaged by chemotherapy and radiation therapy during the treatment of many
cancers. Transplantation of these cells is known as stem cell therapy. Other
cell therapies have recently been used for generating skin and cartilage tissue
and additional cell therapies are being developed by various companies and
researchers to restore immune system cells as well as bone, kidney, liver,
vascular and neuronal tissues.
Cell therapies require the collection of cells, either from the patient
or a suitably matched donor. These cells are typically processed and stored for
administration to the patient. Although cell therapy is being developed for use
in an increasing number of diseases, widespread application of new cell
therapies remains limited by the difficulties and expense associated with
current cell collection and processing procedures. The problems of current cell
collection techniques are exemplified in the area of stem cell therapy where the
patient or donor undergoes invasive, time-consuming and costly procedures to
collect the large volume of cells currently required for effective treatment.
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The Company believes an alternative to collecting the required therapeutic dose
of cells is to grow these cells ex vivo from a small starting volume. However,
ex vivo cell expansion, when biologically possible, has typically required
costly techniques, facilities and operations to comply with FDA good
manufacturing practices ("GMP"), which are not generally available in hospitals.
As a result, cells needed for such therapies often require specialized cell
production facilities which use labor-intensive, manual cell culture techniques.
Stem Cell Therapy
Stem cell therapy is used to treat cancer patients who undergo
chemotherapy or radiation therapy at dose levels that are toxic to the
hematopoietic system, which is comprised of the bone marrow and cells of the
blood and immune systems. The objective of stem cell therapy is to restore the
hematopoietic system via the infusion and subsequent engraftment of healthy
cells to replace bone marrow and result in the rapid recovery of neutrophils and
platelets that have been destroyed by chemotherapy and radiation therapy. Stem
cell therapy reduces the risk of life-threatening infections and bleeding
episodes following cancer treatments. In order to treat many cancers, high
intensity chemotherapy or radiation is often required, which may severely
destroy ("myeloablation") or partially destroy ("myelosuppression") the
patient's hematopoietic system.
Cells required for effective stem cell therapy include stem cells, to
replenish depleted bone marrow and provide a long-term ongoing source of the
multilineage progenitor cells of the blood and immune systems, and early and
late stage hematopoietic progenitor cells, to provide for rapid neutrophil and
platelet recoveries. Stromal accessory cells are believed to further augment the
growth of bone marrow. In the adult, all of these cell types originate in the
bone marrow. These cells are currently collected from the donor or patient
directly through multiple syringe aspirations under anesthesia, known as bone
marrow collection, or through blood apheresis following treatment with drugs
which cause cells to be released or mobilized from the bone marrow into the
blood. This latter technique is known as a peripheral blood progenitor cell
("PBPC") collection. Recently, it has been demonstrated that the blood cells
found in the umbilical cord of newborn infants include cells effective for stem
cell therapy. This source of cells is being explored by physicians as a major
new direction in stem cell therapy, but is currently limited by difficulties in
obtaining sufficient quantities of these cells. Once collected, the stem cell
mixture is infused intravenously and the stem and stromal accessory cells
migrate into the bone cavity where they engraft to form a new marrow. The
hematopoietic progenitor cell components of the cell mixture provide early
restoration of circulating white blood cells and platelets. The replenished bone
marrow will normally provide long-term hematopoietic function, but complete
restoration of bone marrow may take years following myeloablative cancer
therapy. When the patient's hematopoietic system is malignant, such as in the
case of leukemia, cells from a suitable donor are generally required in order to
avoid reintroducing the disease during cell infusion. Such donor derived
transplants are termed "allogeneic" transplants. Procedures using cells derived
from the patient are termed "autologous" transplants.
Stem Cell Therapy Market Opportunity
The Company believes that the benefits of stem cell therapy in the
treatment of cancer patients have been well established over the past two
decades. Stem cell therapy, in the form of bone marrow transplantation, was
originally used in patients who had received treatment for blood and bone marrow
cancers such as leukemia, and genetic diseases of the blood. However, because
stem cell therapy has been shown to promote the rapid recovery of hematopoietic
function, it is now being increasingly used to enable patients with other forms
of cancer to receive high dose or multicycle chemotherapy and radiation
treatments. These high intensity therapies have a greater probability of
eradicating dose sensitive cancers but, because of their hematopoietic toxicity,
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cannot generally be given without stem cell therapy. As a result, some patients
are treated with lower and less effective doses, and fewer cycles, of therapy
than might otherwise be used.
Stem cell therapy may also enhance the effectiveness of blood cell
growth factors. The timing and extent of additional cycles of chemotherapy is
often limited by the recovery of a patient's white blood cells and platelets
because a delayed recovery of these cells can leave the patient susceptible to
life-threatening infection and bleeding episodes, and this limitation may allow
for the regrowth of residual tumor cells. Many cancer patients are routinely
treated with growth factors including G-CSF, such as Neupogen and GM-CSF, such
as Leukine, which enhance the development of mature circulating white blood
cells and platelets from the early progenitor bone-marrow derived cells, thereby
decreasing the time between cycles of therapy and the probability of infection.
However, during high dose or multi-cycle therapy, the stem and progenitor cells
on which these growth factors act are often depleted. Without these cells,
growth factors have a limited or negligible effect. Stem cell therapy generally
enhances the effectiveness of growth factors by introducing target stem and
progenitor cells for growth factors to act upon such that patients generally
exhibit a more rapid and consistent hematopoietic recovery.
(2) Distribution Methods of the Products or Services
Management's objective is to build a leadership position in cell
therapy process technology. The primary elements of the Company's business
strategy are as follows:
Establish Consumable Based Business Model
Management's strategy is to sell the Company's technologies to
institutions, hospitals, and other clinical care or commercial cell production
facilities that are administering cell therapy. The Company plans to obtain
ongoing revenue from the sale of single-use disposable Cell Cassettes and
related cell culture media and reagents, which are utilized in individual cell
therapy applications. After cells are cultured in the Cell Cassette, the
cassette is discarded and a new cassette is utilized for a subsequent patient.
Along with ongoing revenue from the sale of instruments and disposables for cell
therapy applications, the Company believes it will be able to obtain license
revenue from its stem cell therapy applications for its proprietary stem cell
processes.
Focus Initially on Established and Reimbursed Therapies
Management of the Company seeks to establish the use of its processes
in the field of stem cell therapy for the treatment of toxicity resulting from
many cancer therapies, including those for breast cancer, lymphoma, ovarian
cancer, germ cell cancers, leukemias and aplastic anemias. Stem cell therapy is
a well-established and growing treatment modality in cancer therapy, and current
cell collection procedures are widely reimbursed by third party payors.
Leverage Platform Technology Across Multiple Market Opportunities
In addition to stem cell therapy applications, the Company believes
that its Stem Cell technology may serve as a platform product that can be used
to produce a variety of other cells for multiple therapeutic applications, such
as T-cells for use in lymphocyte therapies, chondrocytes for cartilage
replacement, and mesenchymal cells for use in certain solid tissue therapies.
The Company believes that if its technology is well established as a method for
cell production for use in stem cell therapy, the process will be positioned for
commercialization of new cell and ex vivo gene therapies that are under
development.
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Pursue Strategic Acquisitions and Alliances
The Company believes that there are numerous opportunities to acquire
other businesses with established bases, compatible operations, experience with
additional or emerging Internet services and technologies, and experienced
management. The Company believes that these acquisitions, if successful, will
result in synergistic opportunities, and may increase the Company's revenue and
income growth. However, of this, the Company can give no assurance. The Company
intends to seek opportunities to acquire businesses, services and/or
technologies that it believes will complement its business operations. The
Company plans to seek opportunistic acquisitions that may provide complementary
technology, expertise or access to certain markets. In addition, the Company may
seek to acquire certain component technologies that may provide opportunities to
accelerate its service development efforts. No specific acquisition candidates
have been identified, however, and no assurance can be given that any
transactions will be effected, or if effected, will be successful.
In addition, the Company may pursue strategic alliances with partners
who have established operations. As part of these joint venture agreements, the
Company may make investments in or purchase a part ownership in these joint
ventures. The Company believes that these joint venture relationships, if
successful, will result in synergistic opportunities, allowing the Company to
gain additional insight, expertise and penetration in markets where joint
venture partners already operate, and may increase the Company's revenue and
income growth. No specific joint venture agreements have been signed, however,
and no assurance can be given that any agreements will be effected, or if
effected, will be successful.
(3) Status of Any Announced New Product or Service
The Company has limited operating history. The Company was organized on
January 20, 1999. Activities to date have been limited primarily to
organization, initial capitalization, finding and securing an appropriate,
experienced management team and board of directors, the development of a
business plan, and commencing with initial operational plans.
As of April 30, 1999, the Company has developed a business plan,
recruited and retained an experienced management team and board of directors,
and established what steps need to be taken to achieve the results set forth in
this Registration Statement. As a start-up and development stage company, the
Company has no new products or services to announce.
(4) Industry Background
The Company estimates that over 35,000 stem cell therapy procedures
were completed worldwide in 1995, and that the number of such procedures is
growing at a compound annual rate of over 20%. This growth has been driven by
encouraging clinical results in the treatment of dose-sensitive solid tumors,
such as breast and ovarian cancers. The Company expects that stem cell therapy
procedures will continue to grow due to increased incidence and prevalence of
cancer, continued clinical demand for myelotoxic cancer treatment, and the
increased cost effectiveness of stem cell therapy treatments.
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(5) Raw Materials and Suppliers
Currently, the bone marrow-derived cells required for stem cell therapy
are collected primarily either through the bone marrow harvest method or the
PBPC collection method.
Bone Marrow Harvest
A traditional bone marrow harvest is a costly and invasive surgical
procedure in which a physician removes approximately one liter of bone marrow
from a patient or donor. This volume of bone marrow is removed using needles
inserted into the cavity of the hip bone. The bone marrow harvest procedure
typically requires between two to four hours of operating room time, with the
physician often making more than 100 separate puncture sites in the hip bone to
collect the necessary amount of bone marrow. Due to the length of the procedure
and the trauma to the patient, general surgical anesthesia is administered and
the patient is typically hospitalized for a day. Frequently, the patient suffers
pain from the procedure for several days after being discharged from the
hospital. Furthermore, complications resulting from the general anesthesia or
invasive nature of the procedure occur in a small percentage of patients. Bone
marrow harvest provides a reliable source of stem and stromal accessory cells
and has been the preferred source of cells in allogeneic transplants.
PBPC Mobilization and Collection
PBPC mobilization is a newer technique in which bone marrow-derived
cells are harvested from a patient's or donor's circulating blood, rather than
from bone marrow. In a PBPC mobilization procedure, the patient receives
multiple injections of growth factors or cytotoxic drugs, or both, over the
course of a week or more, which cause stem and progenitor cells resident in the
bone marrow to mobilize into the circulating blood. The mobilized cells are then
collected by connecting the patient to a blood apheresis device, which draws and
returns large volumes of the patient's or donor's blood in order to selectively
remove the therapeutic volume of stem and progenitor cells. Each collection
procedure typically lasts for two to six hours and is typically repeated on two
to eight consecutive days. Specialized laboratory testing over the period of
mobilization and cell harvesting is necessary to determine that a sufficient
quantity of desired cells has been collected, adding to the cost of the
procedure. The PBPC process has become the predominant procedure in autologous
stem cell therapy.
Procedure Considerations
Although stem cell therapy is being utilized to treat more patients for
a broader range of diseases, its availability continues to be limited by the
high costs of procuring cells, the invasive nature of traditional cell
procurement techniques, and by the technical difficulties related to those
collection procedures. The Company estimates that current costs for bone marrow
harvest and processing are approximately $10,000 to $15,000 per procedure, with
considerable variability between institutions. The Company estimates that
current costs for PBPC collection, including mobilization with growth factors,
are approximately $12,000 to $20,000 for a two to three cycle procedure, with
considerable variability between institutions depending on the total volume,
time and number of aphereses required. Overall costs of stem cell therapy
include the costs of the cell collection procedure, and the costs associated
with supporting the patient during post-transplant recovery. Post-transplant
costs include hospitalization time, antibiotic support, management of adverse
reactions to the large volume cell infusions, and infusions of platelets and red
blood cells. Any new stem cell therapy process will generally need to provide
similar recovery endpoints to be competitive with the current procedures. In
this regard, PBPC procedures have gained popularity compared with bone marrow
harvests because the number of platelet transfusions is reduced for some
patients.
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Umbilical Cord Blood
Umbilical cord blood ("UCB"), which is collected directly from the
umbilical cord after delivery, without pain or risk to the infant or the mother,
is emerging as a new source of cells for stem cell therapy. UCB has been
reported to have stem cell concentrations that are much higher than that
typically obtained from traditional bone marrow and PBPC collection methods.
After collection, UCB is typically frozen for later use in a stem cell therapy
procedure. Storage of UCB samples involves small volumes of cells, compared to
typical bone marrow or PBPC storage. Accordingly, the costs of collection and
storage of UCB cells are comparatively low. This source of cells is also
"tumor-free," such that UCB would be preferred for many current stem cell
therapy procedures in metastatic cancer patients. Before UCB can become a major
supply source for stem cell therapy, a coordinated UCB banking system must
emerge. In this regard, several organized UCB banking institutions have been
established to date, and the group is growing in both number and size.
One current disadvantage of UCB is the relatively low number of
available cells. Unlike bone marrow or PBPC harvest, where the collection of
more cells to meet a particular treatment is typically achievable, the number of
cells available from a UCB donor is limited. This problem is exacerbated by the
required cryopreservation of the cells, which causes a significant cell loss.
The resultant low cell number is believed to be responsible for the longer
hematopoietic recovery times observed with UCB transplants, as compared with
bone marrow or PBPC transplants. Further, because of the low cell number, UCB
transplants are typically restricted to small patients. Therefore, increasing
the number of therapeutic cells from a UCB sample would facilitate the more
widespread use of UCB transplants. The Company believes that providing the
transplant site with the capability to carry out the UCB cell expansion will be
a major factor in the increased use of UCB for stem cell therapy and a
significant business opportunity.
(6) Customers
The Company will provide cell therapy process technology to medical
industry customers worldwide. The Company plans to reach these customers via
direct mail, telemarketing, seminars, trade shows, the Internet and the referral
process. As of April 6, 1999, no sales revenues have been generated by the
Company. In addition, the Company does not expect to generate any sales revenues
in the foreseeable future. The Company does not anticipate that its revenues
will be dependent, however, on any one or even a few major customers once its
revenues begin, however.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company does not currently own any patents on its technologies. New
proprietary technological advancements are being protected as trade secrets
until appropriate measure can be taken for protection. The Company believes,
however, that its success and ability to compete is dependent in part on the
protection of its potential trademarks, trade names, service marks, patents and
other proprietary rights and technology. The Company intends to rely on trade
secret, patent and copyright laws to protect the intellectual property that it
plans to develop, but there can be no assurance that such laws will provide
sufficient protection to the Company, that others will not develop products,
technology and services that are similar or superior to those of the Company's,
or that third parties will not copy or otherwise obtain and use the Company's
proprietary technology without authorization.
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Policing unauthorized use of the Company's proprietary and other
intellectual property rights, in the future, could entail significant expense
and could be difficult or impossible. In addition, there can be no assurance
that third parties will not bring claims of copyright, patent or trademark
infringement against the Company or claim that certain of the Company's
products, technology, processes or features violates a patent. There can be no
assurance that third parties will not claim that the Company has misappropriated
their creative ideas or formats or otherwise infringed upon their proprietary
rights. Any claims of infringement, with or without merit, could be time
consuming to defend, result in costly litigation, divert management attention,
require the Company to enter into costly royalty or licensing arrangements to
prevent the Company from using important technologies or methods, any of which
could have a material adverse effect on the Company's business, financial
condition or operating results.
(8) Regulation
The Company's research and development activities and the manufacturing
and marketing of the Company's products may be subject to the laws and
regulations of governmental authorities in the United States and other countries
in which its products will be marketed. Specifically, in the United States the
FDA, among other activities, regulates new product approvals to establish safety
and efficacy of these products. Governments in other countries have similar
requirements for testing and marketing. In the U.S., in addition to meeting FDA
regulations, the Company is also subject to other federal laws, such as the
Occupational Safety and Health Act and the Environmental Protection Act, as well
as certain state laws.
Regulatory Process in the United States
Management anticipates the Company's products to be potentially subject
to regulation as medical devices under the Federal Food, Drug, and Cosmetic Act,
and as biological products under the Public Health Service Act, or both.
Different regulatory requirements may apply to the Company's products depending
on how they are categorized by the FDA under these laws. The FDA is still in the
process of developing its requirements with respect to somatic cell therapy and
gene cell therapy products and has recently issued a draft document concerning
the regulation of umbilical cord blood stem cell products. If the FDA adopts the
regulatory approach set forth in the draft document, the FDA may require
separate regulatory approval for such cells in some cases. The FDA also recently
proposed a new type of license, called a biologic license application ("BLA"),
for autologous cells manipulated ex vivo and intended for structural repair or
reconstruction. This proposal may indicate that the FDA will extend a similar
approval requirement to other types of autologous cellular therapies, such as
autologous cells for stem cell therapy. Any such additional regulatory or
approval requirements could significantly delay the introduction of the
Company's product candidates to the market, and have a material adverse impact
on the Company.
Approval of new medical devices and biological products is a lengthy
procedure leading from development of a new product through pre-clinical and
clinical testing. This process takes a number of years and the expenditure of
significant resources. There can be no assurance that the Company's product
candidates will ultimately receive regulatory approval.
(9) Effect of Existing or Probable Government Regulations
Regardless of how the Company's product candidates are regulated, the
Federal Food, Drug, and Cosmetic Act and other Federal statutes and regulations
govern or influence the research, testing, manufacture, safety, labeling,
storage, recordkeeping, approval, distribution, use, reporting, advertising and
promotion of such products. Noncompliance with applicable requirements can
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result in civil penalties, recall, injunction or seizure of products, refusal of
the government to approve or clear product approval applications or to allow the
Company to enter into government supply contracts, withdrawal of previously
approved applications and criminal prosecution.
(10) Research and Development Activities
Potential Advantages of the Company's Technology
The Company is in the process of developing proprietary process
technologies that the Company's management believes are pioneering the ex vivo
production of human stem and progenitor cells. The Company believes potential
advantages of the Company's Stem Cell technology include, but are not limited
to, the following:
Reduced Cost
Management believes the Company's technology has the potential to
replace more costly, labor intensive and invasive cell collection procedures
currently employed for stem cell therapy and to reduce physician, staff and
patient time requirements.
Reduced Patient and Physician Burden
Cell production with the Company's products are expected to require the
collection of a small volume of starting material compared to current collection
procedures, eliminating the requirement for general surgical anesthesia,
multiple drug injections and blood apheresis. Patient benefits include fewer
needle sticks than with current cell collection methods and a reduction in
overall patient procedure time. Additionally, the Company's process for cell
expansion is expected to minimize the time requirement for physicians compared
with bone marrow harvest.
Enhanced Multicycle High-Dose Chemotherapy
The long restoration period for the hematopoietic system following
myeloablative therapy effectively limits patients to one opportunity for cell
collection prior to cancer therapy. The Company believes it's technology may
enhance the practice of multi-cycle, high-dose chemotherapy by providing the
ability to produce a therapeutic dose of cells from a small starting volume. The
initial cell collection can be divided into multiple samples and stored frozen
until expansion at a later time is required.
Reduced Quantity of Lymphocytes
The Company believes its approach to stem cell therapy may provide an
additional benefit over current methods by depleting potentially harmful cells
such as T-cells and B-cells. These cells are believed to be primarily
responsible for graft-versus-host disease, a common manifestation of allogeneic
transplants in which the grafted donor's cells attack the host's tissues and
organs.
Tumor Cell Purging
Cancer patients with tumor metastases, in which the cancer has spread
to the blood and bone marrow, have not traditionally been candidates for
autologous stem cell transplants because transplant may reintroduce cancer cells
into the patient. Additionally patients may have undetected tumor cells in their
marrow or PBPC transplant, which can reestablish the cancer in the patient
following transplant. The Company's process may offer benefits for these groups
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of patients. The Company and other investigators seek to show that some primary
human tumor cells die or do not grow during hematopoietic cell culture. Further,
the smaller volume of starting cells used by the Company's process compared with
BMT or PBPC transplants shall provide approximately 10 to 70 fold less tumor
cells in a transplant. This combination of passive depletion during culture with
the lower starting volume of tumor cells may result in a tumor-free or
tumor-reduced cell product for transplant. The benefit of such tumor depletion,
if any, will vary depending upon the type of cancer and state of disease.
Additional Stem Cell and Other Cell Therapies
The Company believes that its products and processes may be developed
to serve as platform products for application in a variety of other cell
therapies in addition to stem cell therapy. The Company believes that its Stem
Cell technology has the potential to supplant current manual cell culture
methods to produce therapeutic quantities of cell types such as T-cells,
chondrocytes, mesenchymal cells, keratinocytes, neuronal cells and dendritic
cells. Currently such cells are often produced in specialized facilities
generally using manual cell culture techniques which limit the effective
commercialization of these cell types for therapy. Potential advantages of the
Stem Cell processes in these therapies may include: (i) reducing labor and
capital costs; (ii) enhancing process reliability; (iii) automating quality
assurance; and (iv) reducing the need for environmentally controlled facilities.
Modification of such processes and application of the Company's
products to the expansion of other cell types may require substantial additional
development of specialized culture environments and which may need to be
incorporated within the Company's existing cell cassettes. There can be no
assurances that the Company will be able to successfully modify or develop
existing or future products to enable such additional cell production processes.
Furthermore, other than a limited application of chondrocyte therapy, novel cell
therapies are still in early stages of development by third parties. The
Company's business opportunity is dependent upon successful development and
regulatory approval of these novel cell therapies. No assurance can be given
that such novel therapies will be developed or approved or that the Company's
processes or product candidates will find successful application in such
therapies.
Immunotherapies
Immunotherapy involves using cells of the immune system to eradicate a
disease target. T-cell lymphocytes and dendritic cells are being actively
investigated by other companies for this purpose, and these procedures require
ex vivo cell production.
T-cells, a class of lymphocyte white blood cells, play a critical role
in the human immune system and are responsible for the human immune response in
a broad spectrum of diseases, including cancers and infectious diseases.
Cytotoxic T-lymphocytes ("CTLs") is a new process that involves collecting
T-cells from a patient and culturing them in an environment resulting in T-cells
with specificity for a particular disease target. Clinical trials by third
parties have been completed demonstrating CTL effectiveness for certain
diseases. The ex vivo production of these cells under conditions for use in
medical treatment represents a critical step in the advancement of this therapy.
Dendritic cells (the potent antigen presenting cells) are believed to
play an important role in the function of the immune system. Researchers believe
that cultured dendritic cells could augment the natural ability of a patient to
present antigens from the infectious agents to the immune system and aid in the
generation of a cytotoxic T-cell response to the infectious agent. The Company
intends to explore application of its products and processes for the expansion
of dendritic cells.
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Solid Tissue Cell Therapies
One of the newest areas of cell therapy involves the production of
chondrocytes for the restoration of cartilage. Chondrocyte therapy involves the
surgical removal of a small amount of tissue from the patient's knee and a
therapeutic quantity of chondrocytes is produced from this surgical biopsy. The
cells are then implanted into the patient's knee. Published reports indicate
that such cells then reestablish mature articular cartilage. Currently, this
cell production process is completed in highly specialized laboratory facilities
using trained scientists and manual laboratory procedures. The Company believes
its technology has the potential to reduce costs associated with the cell
production procedure and may eventually facilitate the transfer of the cell
production capability away from specialized facilities directly to the clinical
care sites.
Other Stem Cell Therapies
Autoimmune Disease. Stem cell therapy is under clinical investigation
for the treatment of other diseases. Clinical studies have suggested a potential
role for stem cell therapy in treatment of autoimmune diseases such as
rheumatoid arthritis, multiple sclerosis and lupus erythematosus. The generic
cause of these diseases is a malfunctioning immune system, including T-
lymphocytes. Clinical trials in which the patient receives treatment resulting
in immune ablation (usually involving myelotoxic cancer drugs or radiation),
followed by stem cell therapy to restore the bone marrow and cells of the blood
and immune system, have demonstrated remission of the autoimmune disease in some
patients.
Organ Transplantation. Recently, a number of academic and corporate
researchers and companies have identified the potential use of stem cell therapy
to facilitate successful solid organ and tissue transplants between human donors
and recipients, as well as using organs from non-human species for
transplantation into humans. These proposed applications are based on the
observation that donor-specific bone marrow, infused concurrent with or prior to
the organ transplant, can provide for reduction of the normal immune rejection
response by the transplant recipient (e.g. heart, lung, liver or kidney
transplants).
A major limitation to the use of stem cell therapy in solid organ
transplant is the limited availability of sufficient amounts of bone marrow to
obtain a desired therapeutic response of immune tolerization. This limitation is
particularly problematic when cadaveric donor organs are available, which has
traditionally been the source of cells for these procedures. Bone marrow is also
often available from the cadaveric donor, but only in a limited amount. Normally
this amount may be sufficient for one transplant, but a donor might provide
multiple organs for transplant into multiple recipients. The Company believes
that the ability to expand the available bone marrow ex vivo will enhance the
use of stem cell therapy for such transplant procedures.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental
laws which would effect its operations.
(12) Employees
As a start up company in the research and development phase - in order
to more prudently manage the Company's limited resources, the Company presently
has no (0) full time employees and four (4) part time employees. The Company's
12
<PAGE>
employees are currently not represented by a collective bargaining agreement,
and the Company believes that its relations with its employees are good. The
Company does not currently pay any salaries to its part time employees who are
officers of the Company.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately two and one half month operating period ended
April 6, 1999, the Company incurred a net loss of $45,587.50 for selling,
general and administrative expenses related to start-up operations. It has yet
to receive any revenues from operations. On January 22, 1999, approximately
twenty three (23) founding shareholders purchased 1,651,125 shares of the
Company's authorized treasury stock for cash. This original stock offering was
made pursuant to Nevada Revised Statues Chapter 90.490. Additionally, in March
of 1999, the Company completed an offering of two hundred seventy three thousand
two hundred and twenty five (273,225) shares of the Common Stock of the Company
to approximately twenty eight (28) unaffiliated shareholders. This offering was
made in reliance upon an exemption from the registration provisions of Section
4(2) of the Securities Act of 1993, as amended, pursuant to Regulation D, Rule
504 of the Act. As of the date of this filing, the Company has one million nine
hundred twenty four thousand three hundred and fifty (1,924,350) shares of its
$0.001 par value common voting stock issued and outstanding which are held by
approximately fifty one (51) shareholders of record. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold in
the public offering delineated above will be sufficient to provide the Company's
capital needs for the next approximately six (6) months to twelve (12) months.
The Company currently has no arrangements or commitments for accounts and
accounts receivable financing. There can be no assurance that any such financing
can be obtained or, if obtained, that it will be on reasonable terms.
This is a development stage company. The Company believes that its
initial revenues will be primarily dependent upon the Company's ability to cost
effectively and efficiently provide cell therapy process technologies to the
medical profession. The Company designates as its priorities for the first
twelve months of operations as developing and emphasizing its existing cell
therapy technologies to establish its business in the biotechnology market.
Realization of sales of the Company's products, services and/or technology
during the fiscal year ending December 31, 2000 is vital to its plan of
operations. There are no guarantees that other cell therapy technologies or
products similar to the Company's could not enter the market first; if they
enter the market first, this would dramatically curtail any earnings potential
for the Company. Additionally, a superior competitive technology or product
could force the Company out of business.
As of April 6, 1999, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the next
approximately twelve(12) months. This raises substantial doubt about its ability
to continue as a going concern. The company has recieved a going concern opinion
on its audited financial statements.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to develop or acquire products and technology
to meet the evolving needs of its prospective customers. The Company believes
that the long-term success of its product offerings and technology will require
substantial research and development.
The Company has yet to incur any research and development costs from
January 20, 1999 (date of inception) through April 6, 1999. However, during the
13
<PAGE>
fiscal and calendar year ending December 31, 1999, the Company plans to incur
research and development expenses of approximately $10,000 with respect to its
current and future products and technology. The cost of such activities are not
expected to be borne by the Company's customers.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management does not anticipate any significant changes in the number of
employees over the next approximately twelve (12) months.
B. Segment Data
As of April 6, 1999, no sales revenue has been generated by the
Company. Accordingly, no table showing percentage breakdown of revenue by
business segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 9978 Washington
Street, Camp Dennison, Ohio 45111. The office space is provided by one of the
officers of the Company at no cost to the Company. The Company does not have any
additional facilities. Additionally, there are currently no proposed programs
for the renovation, improvement or development of the properties currently being
utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding
the acquisition or sale of assets primarily for possible capital gain or
primarily for income. The Company does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with respect to
their respective shares.
14
<PAGE>
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- - ----- --------------- -------- ----- -----
<S> <C> <C>
Common Garrell Noah, MD President & CEO 200,000 10.39%
Common Thomas Koch (custodian for
Christjohn Koch and Kelsey Koch) Sec./Treas. 200,000 10.39%
Common Pennie Hoskins N/A 200,000 10.39%
Common Kenneth Koch N/A 200,000 10.39%
Common Stuart and Susan Mount JTWROS N/A 200,000 10.39%
Common Marche Trust N/A 175,000 9.09%
Common David A. Leytze Vice President 10,000 0.52%
Common All Executive Officers and 410,000 21.31%
Directors as a Group (3 Persons)
(1) c/o Stemcell Global Research, Inc., 9978 Washington Street, Camp Dennison, Ohio 45111.
</TABLE>
B. Persons Sharing Ownership of Control of Shares
No person other than Garrell Noah, Thomas Koch (as trustee for
Chrisjohn Koch and Kelsey Koch), Pennie Hoskins, Kenneth Koch, and Stuart and
Susan Mount JTWROS owns or shares the power to vote ten percent (10%) or more of
the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
Name Age Position
---- --- --------
Garrell C. Noah, MD 69 President and CEO
David A. Leytze, MBA 62 Vice President
Thomas G. Koch, DC 42 Vice President of Research,
Secretary and Treasurer
15
<PAGE>
B. Work Experience
Garrell C. Noah, MD, President and CEO - Dr. Noah is a urologic surgeon
that was educated at the University of Alabama (1955) and Emory University
School of Medicine (1959). He has practiced medicine and surgery in Selma,
Alabama for the past 35 years.
David A. Leytze, MBA, Vice President - Mr. Leytze graduated cum laude
from Georgetown University, Washington DC majoring in Economics and Philosophy;
graduated from the University of Chicago Graduate School of Business (MBA)
majoring in Economics and Finance; Account Executive, Merrill Lynch; built,
owned and operated the Western Hills Indoor Tennis Club in Cincinnati (taught
Pete Rose how to play tennis); operates David A. Leytze and Co. Investment
Advisors (managing personal, corporate and retirement funds of approximately $25
million USD). Mr. Leytze has extensive investment banking background in small
capitalization finance. Currently, Mr. Leytze teaches Money and Banking,
Corporate Finance and Investments at the College of Mount Saint Joseph in
Cincinnati.
Thomas G. Koch, DC, Vice President of Research - Dr. Koch has served
the Company since inception. He is a graduate of Palmer College with a Bachelors
of Science and a Doctorate of Chiropractic medicine. Dr. Koch is a certified
Videofluroscopy Technician with ten years in private practice in the Seattle, WA
area. Dr. Koch is a noted and published medical research specialist and formerly
served as Founder and Vice President of Pacific Northwest Health Services.
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No director, officer, significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.
(2) No director, officer, or significant employee has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
(3) No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its
executive officers but expects to sign employment agreements with each in the
next approximately six (6) months. All executive officers of the Company prior
to April 6, 1999 did not draw a formal salary from the Company. Over the next
twelve months, however, each executive officer is expected to draw the following
annual compensation. The Company does not currently have a stock option plan.
<TABLE>
<CAPTION>
<S> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Garrell C. Noah, MD President and CEO $12,000
David A. Leytze, MBA Vice President $12,000
Thomas G. Koch, DC Secretary and Treasurer $ -
(2) Compensation of Directors
</TABLE>
There were no arrangements pursuant to which any director of the
Company was compensated for the period from January 20, 1999 to April 6, 1999
for any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors are its
current executive officers who are already drawing a salary for the management
of the Company.
Item 7. Certain Relationships and Related Transactions
Because of the development stage nature of the Company and its
relatively recent inception, January 20, 1999, the Company has no relationships
or transactions to disclose.
16
<PAGE>
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does
it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. Being a start-up
company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
common stock.
(ii) There is currently no common stock of the Company which could be sold under
Rule 144 under the Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of April 30, 1999, the Company had approximately 51 stockholders of
record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does
not anticipate paying dividends in the immediate foreseeable future. The board
of directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
17
<PAGE>
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
In April of 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the Securities
Act of 1933, as amended, whereby it sold 273,225 shares of the Common Stock of
the Company to 28 unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or about April 5,
1999. As of April 30, 1999, the Company has 1,924,350 shares of common stock
issued and outstanding held by 51 shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is noncumulative,
which means that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of directors
may issue shares for consideration of previously authorized but unissued common
stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock are
entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to preemptive
rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however, require
18
<PAGE>
regulation of beneficial owners of more than 5% of the voting securities.
Stockholders that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common
stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide
to any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of this
Article. However, the Company has yet to purchase any such insurance and has no
plans to do so.
The Articles of Incorporation of the Company states that a director or
officer of the corporation shall not be personally liable to this corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any such action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a director of
the corporation, or who is serving at the request of the corporation as a
director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
19
<PAGE>
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
20
<PAGE>
<TABLE>
<CAPTION>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
<S> <C>
a) Stemcell Global Research, Inc. Page
Report of James E. Slayton, CPA F-1
Balance Sheet as of April 6, 1999 F-2
Statement of Operations for the period from January 20, 1999 through April 6,
1999 F-4
Statement of Stockholder's Equity for the period from January 20, 1999 through
April 6, 1999 F-5
Statement of Cash Flows for the period from January 20, 1999 through April 6,
1999 F-6
Notes to Financial Statements F-7
b) Unaudited Interim Financial Statements
Balance Sheet as of June 30, 1999 F-8
Statement of Operations for the period
from April 1, 1999 through June 30, 1999 F-9
Statement of Stockholder's Equity for the period from
April 1, 1999 through June 30, 1999 F-10
Statement of Cash Flows for the period from April 1, 1999 through June 30, 1999 F-11
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time
d) Pro-Forma Financial Information is not provided at this time as it is
not applicable at this time
</TABLE>
Item 2. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure
None -- Not Applicable.
21
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS' REPORT.................................F-1
BALANCE SHEET................................................F-2
STATEMENT OF OPERATIONS......................................F-3
STATEMENT OF STOCKHOLDERS' EQUITY............................F-4
STATEMENT OF CASH FLOWS......................................F-5
NOTES TO FINANCIAL STATEMENTS.............................F-6 - F-7
<PAGE>
James E. Slayton, CPA
- - ------------------------------------------------------------------------------
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors May 31, 1999
Stemcell Global Research, Inc. (the Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of Stemcell Global Research, Inc. (A
Development Stage Company), as of April 6, 1999, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the period January 20, 1999
(Date of Inception) to April 6, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Stemcell Global
Research, Inc., (A Development Stage Company), as of April 6, 1999, and the
results of its operations and cash flows for the period January 20, 1999 (Date
of Inception) to April 6, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had limited operations and has not
established a long term source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
James E. Slayton, CPA
Ohio License ID# 04-1-15582
F-1
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
APRIL 6, 1999
ASSETS
CURRENT ASSETS
Cash 95,186.00
---------------
Total Current Assets 95,186.00
---------------
OTHER ASSETS 0.00
---------------
TOTAL ASSETS 95,186.00
===============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Due to Shareholder 295.00
---------------
Total Current Liabilities 295.00
EQUITY
Common Stock
(20,000,000 shares of $0.001 par value
common stock authorized; 1,924,359
shares issued and outstanding) 1,924.00
Additional Paid in Capital 143,839.00
Note Recievable in Conjunction with sale of Equity (5,000.00)
Deficit accumulated during the Development Stage (45,872.00)
---------------
Total Stockholders' Equity 94,891.00
TOTAL LIABILITIES & OWNER'S EQUITY 95,186.00
===============
See accompanying notes to financial statements
F-2
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
January 20, 1999 (Date of Inception) to April 6, 1999
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 45,577.50
Organization Costs 295.00
---------------
Total Costs and Expenses 45,872.50
---------------
Net Income or (Loss) (45,872.50)
===============
Weighted average
number of common
shares outstanding 1,924,350
Net Loss Per Share (Basic) -0.02
Net Loss Per Share (Diluted) -0.02
See accompanying notes to financial statements
F-3
<PAGE>
<TABLE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
January 20, 1999 (Date of Inception) to April 6, 1999
<CAPTION>
Deficit
Accumulated
Additional During
Common Stock paid-in Development
Shares Amount capital stage
-------------------------------------- -------------------------------------
<S> <C> <C> <C> <C>
January 21, 1999
Issued for cash and canceled loan 1,651,125 1,651.13 7,500.01
March 9, 1999
Issued for cash and services 273,225 273.23 136,339.28
rendered
Net Loss
January 21, 1999
(inception) to
April 6, 1999 (45,872.50)
----------- ----------- ----------- -----------
Balance
April 6, 1999 1,924,350 1,924.35 143,839.28 (45,872.50)
=========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
<TABLE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
January 20, 1999 (Date of Inception) to April 6, 1999
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00
---------------
Net Cash provided by Operating Activities 0.00
Cash paid to suppliers and employees 15.00
---------------
Cash disbursed for Operating Activities 15.00
---------------
Net Cash flow provided by Operating Activities (15.00)
CASH FLOWS FROM INVESTING ACTIVITIES
0.00
---------------
Net Cash flow used by investing activities 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 95,201.00
Cash disbursed for organization costs 0.00
---------------
Net cash provided by financing activities 95,201.00
Net increase (decrease) in cash 95,186.00
Cash and cash equivalents, beginning of period 0.00
Cash and cash equivalents, end of period 95,186.00
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
April 6, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 20, 1999 (Date of Inception) under
the laws of the State of Nevada, as Stemcell Global Research, Inc. The Company
has no operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On January 21, 1999, the company issued 1,651,125 Shares of its $0.001
par value common stock for cash of $1,651.13 and cancellation of a $7,500.00
loan from a founding shareholder for corporate consulting costs.
On March 9, 1999, the Company completed a public offering that was
exempt from federal registration pursuant to Regulation D, Rule 504 of the
Securities Act of 1933 as amended, and exemptions from state registration
pursuant to various state securities transaction exemptions. The Company sold
273,225 Shares of common stock at a price of $0.50 per share for a total amount
raised of $136,612.50. The Company received cash in the amount of $93,535.00, a
note receivable in the amount of $5,000.00 and exchange for services rendered in
the amount of $38,062.50.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $295.00, is being expensed as incurred
per SOP 98-5 "Reporting on the Costs of Start-Up Activities."
3. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful
life of the equipment utilizing the straight line method of
depreciation.
6. The Company will review its need for a provision for federal
income tax on a quarterly basis and as Statements of Operations
are issued.
7. The Company's fiscal year end is December 31.
F-6
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
April 6, 1999
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without the
realization of either revenues or additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a private offering of its securities once and if it
begins trading on the OTC-BB.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
F-7
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
Unaudited Interim Financial Statements
TABLE OF CONTENTS
-----------------
Balance Sheet as of June 30, 1999 F-8
Statement of Operations for the period
from April 1, 1999 through June 30, 1999 F-9
Statement of Stockholder's Equity for the period from
April 1, 1999 through June 30, 1999 F-10
Statement of Cash Flows for the period from April 1, 1999 through
June 30, 1999 F-11
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
June 30, 1999
(unaudited)
ASSETS
CURRENT ASSETS
Cash 10,792.00
---------------
Total Current Assets 10,792.00
---------------
OTHER ASSETS 0.00
---------------
TOTAL ASSETS 10,792.00
===============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Due to Shareholder 295.00
---------------
Total Current Liabilities 295.00
EQUITY
Common Stock
(20,000,000 shares of $0.001 par value
common stock authorized; 1,924,359
shares issued and outstanding) 1,924.00
Additional Paid in Capital 143,839.00
Note Recievable in Conjunction with sale of Equity (5,000.00)
Deficit accumulated during the Development Stage (130,266.00)
---------------
Total Stockholders' Equity 10,497.00
TOTAL LIABILITIES & OWNER'S EQUITY 10,792.00
===============
See accompanying notes to financial statements
F-8
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
April 1, 1999 through June 30, 1999
(unaudited)
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 84,394.00
---------------
Total Costs and Expenses 84,394.00
---------------
Net Income or (Loss) (84,394.00)
===============
Weighted average
number of common
shares outstanding 1,924,350
Net Loss Per Share (Basic) -0.04
Net Loss Per Share (Diluted) -0.04
See accompanying notes to financial statements
F-9
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
April 1, 1999 through June 30, 1999
(unaudited)
[CAPTION]
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00
---------------
Net Cash provided by Operating Activities 0.00
Cash paid to suppliers and employees 84,394.00
---------------
Cash disbursed for Operating Activities 84,394.00
---------------
Net Cash flow provided by Operating Activities (84,394.00)
CASH FLOWS FROM INVESTING ACTIVITIES
0.00
---------------
Net Cash flow used by investing activities 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 0.00
Cash disbursed for organization costs 0.00
---------------
Net cash provided by financing activities 0.00
Net increase (decrease) in cash (84,394.00)
Cash and cash equivalents, beginning of period 95,186.00
Cash and cash equivalents, end of period 10,792.00
</TABLE>
See accompanying notes to financial statements
F-10
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
-----------------------------------------------
June 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized January 20, 1999 (Date of Inception) under
the laws of the State of Nevada, as Stemcell Global Research, Inc. The Company
has no operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On January 21, 1999, the company issued 1,651,125 Shares of its $0.001
par value common stock for cash of $1,651.13 and cancellation of a $7,500.00
loan from a founding shareholder for corporate consulting costs.
On March 9, 1999, the Company completed a public offering that was
exempt from federal registration pursuant to Regulation D, Rule 504 of the
Securities Act of 1933 as amended, and exemptions from state registration
pursuant to various state securities transaction exemptions. The Company sold
273,225 Shares of common stock at a price of $0.50 per share for a total amount
raised of $136,612.50. The Company received cash in the amount of $93,535.00, a
note receivable in the amount of $5,000.00 and exchange for services rendered in
the amount of $38,062.50.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $295.00, is being expensed as incurred
per SOP 98-5 "Reporting on the Costs of Start-Up Activities."
3. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful
life of the equipment utilizing the straight line method of
depreciation.
6. The Company will review its need for a provision for federal
income tax on a quarterly basis and as Statements of Operations
are issued.
7. The Company's fiscal year end is December 31.
F-11
<PAGE>
Stemcell Global Research, Inc.
(A Development Stage Company)
NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS
-----------------------------------------------
June 30, 1999
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which contemplates
the realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without the
realization of either revenues or additional capital, it would be unlikely for
the Company to continue as a going concern. It is management's plan to seek
additional capital through a private offering of its securities once and if it
begins trading on the OTC-BB.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property.
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
F-12
**END PART F/S
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed January 20, 1999
(b) By-Laws of the Company adopted January 21, 1999
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
22
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
23
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Stemcell ending April 6,
1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
24
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed January 20, 1999
(b) By-Laws of the Company adopted January 21, 1999
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
25
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
26
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- - ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of Stemcell ending April 6,
1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
27
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Stemcell Global Research, Inc.
- - ------------------------------------------------------------------------------
(Registrant)
Date: May 25, 1999
------------
By: /s/ Dr. Garrell Noah
--------------------
Dr. Garrell Noah, Chairman of the Board, President and Chief Executive
Officer
----------------------------------------------------------------------
By: /s/ David Leytze
--------------------
David Leytze, Director, Vice President, CFO, Secretary/Treasurer
----------------------------------------------------------------
- - ------------------------------------------------------------------------------
STEMCELL GLOBAL RESEARCH, INC.
A Nevada Corporation
- - ------------------------------------------------------------------------------
Exhibit 3 (a)
Articles of Incorporation of the Company
Filed January 20, 1999
<PAGE>
ARTICLES OF INCORPORATION
OF
Stemcell Global Research, Inc.
1. Name of Company:
Stemcell Global Research, Inc.
2. Resident Agent:
The resident agent of the Company is: Nevada Internet Corporation Enterprises
3110 S. Valley View, Suite 105
Las Vegas, Nevada 891
3. Board of Directors:
The Company shall initially have one director (1) who is Garrell C.
Noah; 3110 S. Valley View Blvd., Ste. 105; Las Vegas, Nev 89102. This individual
shall serve as director until their successor or successors have been elected
and qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have
authority to issue shall consist of 20,000,000 shares of Common Stock having a
$.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par
value. The Common and/or Preferred Stock of the Company may be issued from time
to time without prior approval by the stockholders. The Common and/or Preferred
Stock may be issued for such consideration as may be fixed from time to time by
the Board of Directors. The Boar of Directors may issue such share of Common
and/or Preferred Stock in one or more series, with such voting powers,
designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation shall not
have any preference, preemptive right or right of subscription to acquire shares
of the corporation authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or to be authorized
or issued, and convertible into shares of the corporation, nor to any right of
subscription thereto, other than to the extent, if any, the Board of Directors
in its sole discretion may determine from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or services, as
the directors shall determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no Common Stock issued
as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended to provide for such assessment.
<PAGE>
incorporation Continued
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding, whether civil,
criminal, administrative or investigative, by the reason of the fact that he or
she, or a person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of the corporation
as a director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgements, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing, the Board of
Directors may adopt ByLaws from time to time without respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase or maintain insurance
on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section 5 on the
Assessment of Shares, this corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to
make, alter or repeal the By-Laws of the corporation;
2
<PAGE>
Incorporation Continued
(b) To authorize and caused to be executed mortgages and liens, with or
without limitations as to amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the corporation of the securities,
evidences of indebtedness and obligations of other persons, corporations or
business entities;
(d) To set apart out of any funds of the corporation available for
dividends a reserve or reserves for any proper purpose and to abolish any such
reserve;
(e) By resolution adopted by the majority of the whole board, to
designate one or more committees to consist of one or more directors of the of
the corporation, which, to the extent provided on the resolution or in the
By-Laws of the corporation, shall have and may exercise the powers of the Board
of Directors in the management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names as may be
stated in the By-Laws of the corporation or as may be determined from time to
time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF I hereunder set my hand this Monday, January 18,
1999, hereby declaring and certifying that the facts stated hereinabove are
true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
Signature /s/ Thomas C. Cook, Esq.
----------------------------------------
State of Nevada)
County of Clark)
This instrument was acknowledged before me on NOTARY PUBLIC
January 18,1999, by Thomas C. Cook. STATE OF NEVADA
County of Clark
MATTHEW J. BLEVINS
No: 98-0220-1
My Appointment Expires Jan. 14, 2002
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent: I, TED D. CAMPBELL
II, as a principal of Nevada Internet Corporation Enterprises ("NICE") hereby
accept appointment of NICE as the resident agent for the above referenced
company.
Signature: /s/ Ted D. Campbell II
-----------------------
Ted D. Campbell II
3
- - ------------------------------------------------------------------------------
STEMCELL GLOBAL RESEARCH, INC.
A Nevada Corporation
- - ------------------------------------------------------------------------------
Exhibit 3 (b)
By-Laws of the Company Adopted January 21, 1999
<PAGE>
BY LAWS
OF
STEMCELL GLOBAL RESEARCH, INC.
ARTICLE I
OFF1CES
The principal office of the Corporation in the State of Nevada shall be
located in Las Vegas, County of Clark. The Corporation may have such other
offices, either within or without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.
ARTICLE II
SHAREHOLDERS
SECTION 1: Annual Meeting. The annual meeting of the shareholders shall
be held on the first day in the month of January in each year, beginning with
the year 2000, at the hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday, such
meeting shall be held on the next business day. If the election of Directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, 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 soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than fifty percent (50%) of
all the, outstanding shares of the Corporation entitled to vote At the meeting.
14
<PAGE>
SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, unless otherwise prescribed
by statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
unless otherwise prescribed by statute, as the place for the, holding of such
meeting. If no designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating 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, shall unless otherwise prescribed by statute,
be delivered not less than ten (10) days nor more than sixty (60) days before
the date of the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail, addressed to the shareholder at his/her address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in advance a
date as the record date for any such determination of shareholders, such date in
any case to be. not more than fifty (50) days and, in case of a meeting of
shareholders, not less than ten (10) days prior to the date. on which. the
particular action requiring such. determination of shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote at a meeting of
15
<PAGE>
shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make a complete list of
the shareholders entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of th meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by the shareholder by his/her
duly authorized attorney-in-fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter -submitted to a vote at a meeting
of shareholders.
16
<PAGE>
SECTION 10. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by an
administrator, executor, guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name. Shares standing in the name of a receiver
may be voted by such receiver, and the shares held by or under the control of a
receiver may be voted by such receiver without the transfer thereof into his
name if authority to do so be contained in an appropriate order of the court by
which such receiver was appointed. A shareholder whose shares are pledged shall
be entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred. Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting, and shall not be
counted in determining the total number of outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless otherwise- provided
by law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to the
subject matter thereof
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be responsible
for the control and management of the affairs, property and interests of the
Corporation and may exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred upon or reserved to
the shareholders.
17
<PAGE>
SECTION 2. Number, Tenure and Qualifications. The number of directors
of the Corporation shall be fixed by the Board of Directors, but in no event
shall be less than one (1). Each director shall hold office until the next
annual meeting of shareholders. and until his/her successor shall have been
elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be given at
least one (1) day previous thereto by written notice delivered personally or
mailed to each director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
so addressed, with postage thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be delivered when the notice be given to the telegraph
company. Any directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board, of Directors may
be had by means of a telephone conference or similar communications equipment by
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which all persons participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall constitute presence at
the meeting.
SECTION 8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
SECTION 9. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his/her predecessor in office. Any directorship to be filled by reason
of an increase in the number of directors may be filled by election by the Board
of Directors for a term of office continuing only until the next election of
directors by the shareholders.
SECTION 11. Resignation. Any director may resign at any time by giving
written notice to the Board of Directors, the President or the Secretary of the
Corporation. Unless otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of Directors or such
officer, and the acceptance of such resignation shall not be necessary to make
it effective.
SECTION 12. Removal. Any director may be removed with or without cause
at any time by the affirmative vote of shareholders holding of record in the
aggregate at least a majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called for that purpose,
and may be removed for cause by action of the Board.
SECTION 13. Compensation. By resolution of the Board of Directors, each
director may be paid for his/her expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the Board of Directors or both.
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No such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor..
SECTION 14. Contracts. No contract or other transaction between this
Corporation and any other corporation shall be impaired, affected or
invalidated, nor shall any director be liable in any way by reason of the fact
that one or more of the directors of this Corporation is or are interested in,
or is a director or officer, or are directors or officers of such other
corporations, provided that such facts are disclosed or made known to the Board
of Directors, prior to their authorizing such transaction. Any director,
personally and individually, may be a party to or may be interested in any
contract or transaction of this Corporation, and no directors shall be liable in
any way by reason of such interest, provided that the fact of such interest be
disclosed or made known to the Board of Directors prior to their authorization
of such contract or transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by the vote (not
counting the vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the meeting at which such
action is taken. Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other transaction which
would otherwise be valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution adopted
by a majority of the entire Board, may from time to time designate from among
its members an executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such powers and authority (to
the extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed, to. have assented to the action taken unless
his/her dissent shall be entered m'to the minutes of the meeting or unless
he/she shall file written dissent to such action with the person acting as the
20
<PAGE>
Secretary of the meeting before the adjournment thereof, or shall forward such
dissent by registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by the Board of Directors. Such other officers and
assistant officers as may be deemed necessary may be elected or appointed by the
Board of Directors, including a Chairman of the Board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary Any two or more offices may
be held by the same person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers of the Corporation
to be elected by the Board, of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his/her successor
shall have been duly elected and shall have qualified, or until his/her death,
or until he/she shall resign or shall have been removed in the manner
hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time by giving
written notice of such resignation to the Board of Directors, or to the
President or the Secretary of the Corporation. Unless otherwise specified in
such written notice, such resignation shall take effect upon receipt thereof by
the Board of Directors. or by such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation will
be served. thereby, but such removal shall be without prejudice to the contract
21
<PAGE>
rights, if any, of the person so removed. Election or appointment of an officer
or agent shall not of itself create contract. rights, and such appointment shall
be terminable at will.
SECTION 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 6. President. 'Me President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He/she shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman will preside. The President may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, certificates for shares of the
Corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these Bylaws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President or in event
of his/her death, inability or refusal to act, the Vice President shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned by the
President or by the Board of Directors. If there is more than one Vice
President, each Vice President shall succeed t the duties of the President in
order of rank as determined by the Board of Directors. If no such rank has been
determined, then each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date having first rank.
22
<PAGE>
SECTION 8. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of. Directors in one or more
minute book provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation and see
that the seal of the Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly authorized; (d) keep a
register of the post office address of each shareholder which shall be furnished
to the Secretary by such shareholder; (e) sign with the president certificates
for shares of the Corporation, the issuance of which shall have been authorized
by resolution of the Board of Directors; (f) have general charge of the stock
transfer books of the Corporation; and (g) in general perform all duties
incident to the office of the Secretary and such other duties as from time to
time may be assigned by the President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name of the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in general
perform all of the duties incident t the office of Treasurer and such other
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
SECTION 10. Salaries. The salaries of the officers shall be. fixed from
time to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he/she is also a director of
the corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to the
Corporation a bond in such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance of his/her
duties to the Corporation, including responsibility for negligence for the
accounting for' all property, funds or securities of the Corporation which may
come into his/her hands.
23
<PAGE>
SECTION 12. Shares of Stock of Other Corporations. Whenever the
Corporation is the holder of shares of stock of any other corporation, any right
of power of the Corporation as such shareholder (including the attendance,
acting and voting. at shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of the Corporation by
the President, any Vice President or such other person as the Board of directors
may authorize.
ARTICLE V
INDEMINITY
The Corporation shall indemnify its directors, officers and employees
as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer, employee
or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors approves
such settlemen and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation -as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article.
24
<PAGE>
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such a form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the. Board of
Directors to do so,_ and sealed with the corporate seal. All certificates for
shares -shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
25
<PAGE>
former certificate for a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or mutilated certificate,
a new one may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney thereunto authorized
by power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand o the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
Provided, however, that upon any action undertaken by the shareholders to elect
S Corporation status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders' agreement thereto restricting the transfer of said shares
so as to disqualify said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement is in force and
effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the thirty first day of December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its Articles of Incorporation.
26
<PAGE>
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
these Bylaws or under the provisions of the Articles of Incorporation or under
the provisions of the applicable Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors at any regular or special meeting of the Board
of Directors.
The above Bylaws are certified to have been adopted by the Board of
Directors of the Corporation on the 21 st day of January, 1999.
/s/ Thomas G. Koch
----------------------------------
Secretary
27
[letterhead]
JAMES E. SLAYTON, CPA
3867 West Market Street
Suite 208
Akron, Ohio 44333
May 31, 1999
To Whom It May Concern:
The firm of James E. Slayton, Certified Public Accountant consents to
the inclusion of my report of May 31, 1999, on the Financial Statements of
Stemcell Global Research, Inc. from the inception date of January 20, 1999
through April 6, 1999, in any filings that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton
James E. Slayton, CPA
Ohio License ID# 04-1-15582
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