REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM 10-SB
General Form For Registration Of Securities Of
Small Business Issuers
Under Section 12(B) Or (G) Of The Securities Exchange Act Of 1934
AMAZON SCIENTIFIC INC.
(Name of Small Business Issuer in its charter)
Nevada 76-0602966
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
580 Hornby Street, Suite 210
Vancouver, British Columbia V6C 3B6 CANADA
(Address, including postal code, of principal executive offices)
(604)662-7000
(Telephone number, including area code)
Securities Registered pursuant to Section 12(b) of the Act: None
Securities Registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 Par Value
Agent for Service: With a Copy to:
Frank Roberts, President David Mortenson
Amazon Scientific Inc. P.O. Box 5034
580 Hornby Street, Suite 210 Alvin, TX 77512-5034
Vancouver, British Columbia V6C 3B6, (281) 331-5580
CANADA
(604) 662-7000
(Name, address, including postal
code, and telephone number, including
area code, of agent for service)
AMAZON SCIENTIFIC INC.
FORM 10-SB
TABLE OF CONTENTS
PART I Page
Item 1. Description of Business. 3
Item 2. Management's Discussion and Analysis or Plan of
Operations. 5
Item 3. Description of Property. 15
Item 4. Security Ownership of Certain Beneficial Owners and
Management. 15
Item 5. Directors, Executive Officers, Promoters and Control
Persons. 16
Item 6. Executive Compensation. 17
Item 7. Certain Relationships and Related Transactions. 18
Item 8. Description of Securities. 18
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters 19
Item 2. Legal Proceedings. 20
Item 3. Changes in and Disagreements with Accountants. 20
Item 4. Recent Sales of Unregistered Securities. 20
Item 5. Indemnification of Directors and Officers 21
PART F/S
Index to Consolidated Financial Statements 23
PART III
Item 1. Index to Exhibits 24
PART I
Item 1. Description of Business.
General
AMAZON SCIENTIFIC INC. (the "Company") was incorporated
under the laws of the State of Nevada on April 2, 1999, and is in
the early developmental and promotional stages. To date, the
Company's only activities have been organizational, directed at
raising its initial capital and developing its business plan.
The Company has not commenced operations. The Company has no
full time employees and owns no real estate.
Business Purpose.
The business plan of the Company is to merge with or acquire
a business entity in exchange for the Company's securities. The
Company will attempt to locate and negotiate with a business
entity for the merger of that target company into the Company.
In certain instances, a target company may wish to become a
subsidiary of the Company or may wish to contribute assets to the
Company rather than merge. No assurances can be given that the
Company will be successful in locating or negotiating with any
target company.
The Company will seek a foreign or domestic private company
interested in becoming, through a business combination with the
Company, a reporting ("public") company whose securities are
qualified for trading in the United States secondary market. By
entering in to a business combination with the Company, the
target company can acquire a controlling ownership interest in a
public company without incurring the cost and time required to
conduct an initial public offering. As a result, the target
company may reap some of the perceived benefits of being a
reporting company with a class of publicly-traded securities,
including:
- the ability to use registered securities to make
acquisitions of assets or businesses;
- increased visibility in the financial community;
- the facilitation of borrowing from financial
institutions;
- improved trading efficiency;
- shareholder liquidity;
- greater ease in subsequently raising capital;
- compensation of key employees through stock
options;
- enhanced corporate image;
- a presence in the United States capital market.
Potential Target Companies
A business entity, if any, which may be interested in a
business combination with the Company may include the following:
- a company for which a primary purpose of becoming public is
the use of its securities for the acquisition of assets or
businesses;
- a company which is unable to find an underwriter of
securities or is unable to find an underwriter securities on
terms acceptable to it;
- a company which wishes to become public with less of its
common stock than would occur upon an underwriting;
- a company which believes that it will be able obtain
investment capital on more favorable terms after it has become
public;
- a foreign company which may wish an initial entry into the
United States securities market;
- a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified employee stock option plan;
- a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will likely
involve the transfer to the target company of the majority of the
issued and outstanding common stock of the Company, and the
substitution by the target company of its own management and
board of directors.
No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
Blank Check Company
The proposed business activities described herein classify
the Company as a blank check company. The Company meets the
definition of a "blank check" company under the Securities Act of
1933, which defines blank check company as a development stage
company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies and is
issuing "penny stock" securities. A "penny stock" security is
any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions.
The Securities and Exchange Commission and many states have
enacted statutes, rules and regulations limiting the sale of
securities of blank check companies. The Company must comply
with the Securities and Exchange Act rules in order to raise
capital through a public offering. The gross proceeds from an
offering, less certain underwriting and other expenses, must be
deposited into an escrow or trust account. The securities issued
in connection with the offering must also be deposited in escrow,
and may not be transferred. Once an agreement has been reached
with a merger candidate, each investor must decide whether to
remain an investor in the offering. Management does not intend
to undertake any efforts to cause a market to develop in the
Company's securities until such time as the Company has
successfully implemented its business plan described herein.
The Company is voluntarily filing this Registration Statement
with the Securities and Exchange Commission and is under no
obligation to do so under the Securities Exchange Act of 1934.
There are no plans, arrangements, or understandings pending
for the Company to acquire or to be acquired by any entity. The
Company has engaged in discussions concerning potential business
combinations, but has not entered into any agreement for such a
combination.
Administrative Offices
The Company currently maintains limited office space,
occupied by its President, Frank A. Roberts, for which it pays no
rent. Its address is 580 Hornby Street, Suite 210, Vancouver,
British Columbia V6C 3B6 CANADA , and its phone number is (604)
662-7000.
Employees
The Company has no full time employees. The Company's
president, Mr. Roberts, and the secretary/treasurer, Mr. Achron,
have agreed to allocate a portion of their time to the activities
of the Company, without compensation. They anticipate that the
business plan of the Company can be implemented by each of them
devoting no more than 10 hours per month to the business affairs
of the Company and, consequently, conflicts of interest may
arise with respect to the limited time commitment by such
officers. See "Item 2, Management's Discussion and Analysis or
Plan of Operations, Outlook: Issues and Uncertainties -
Conflicts of Interest" and "Item 5, Directors, Executive
Officers, Promoters And Control Persons."
Item 2. Management's Discussion and Analysis or Plan of
Operations.
The following discussion and analysis should be read in
conjunction with the Company's Financial Statements and Notes
thereto and other financial information included elsewhere in
this Form 10-SB. This Form 10-SB contains, in addition to
historical information, forward-looking statements that involve
risks and uncertainties. The Company's actual results could
differ materially from the results discussed in the
forward-looking statements. Factors that could cause or
contribute to such differences include those discussed below, as
well as those discussed elsewhere in this Form 10-SB.
Overview
The Company's business plan is to merge with or acquire a
business entity in exchange for the Company's securities. The
Company has no particular acquisition in mind and has not entered
into any negotiations regarding such an acquisition. Neither the
Company's sole officer and director nor any affiliate has engaged
in any negotiations with any representative of any company
regarding the possibility of an acquisition or merger between the
Company and such other company.
Management anticipates seeking out a target company through
solicitation. Such solicitation may include newspaper or
magazine advertisements, mailings and other distributions to law
firms, accounting firms, investment bankers, financial advisors
and similar persons, the use of one or more World Wide Web sites
and similar methods. No estimate can be made as to the number of
persons who will be contacted or solicited. Management may
engage in such solicitation directly or may employ one or more
other entities to conduct or assist in such solicitation.
Management and its affiliates will likely pay referral fees to
consultants and others who refer target businesses for mergers
into public companies in which management and its affiliates have
an interest. Payments would be made if a business combination
occurs, and may consist of cash or a portion of the stock in the
Company retained by management and its affiliates, or both.
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange
Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or
nature. Management anticipates that it will be able to
participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See
"Item F/S, Financial Statements." This lack of diversification
should be considered a substantial risk to the shareholders of
the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
The Company will not restrict its search for any specific
kind of business entity, but may acquire a venture which is in
its preliminary or development stage, which is already in
operation, or in essentially any stage of its business life. It
is impossible to predict at this time the status of any business
in which the Company may become engaged, in that such business
may need to seek additional capital, may desire to have its
shares publicly traded, or may seek other perceived advantages
which the Company may offer.
The Company may seek a business opportunity with entities
which have recently commenced operations, or which wish to
utilize the public marketplace in order to raise additional
capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate
purposes. The Company may acquire assets and establish
wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research
to confirm) that there are business entities seeking the
perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the
terms on which additional equity financing may be sought,
providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders
and other factors. Business opportunities may be available in
many different industries and at various stages of development,
all of which will make the task of comparative investigation and
analysis of such business opportunities difficult and complex.
The Company has, and will continue to have, no capital with
which to provide cash or other assets to the owners of business
entities. However, management believes the Company will be able
to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company
without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market
research and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction for
the owners of a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the sole officer and
director of the Company, who is not a professional business
analyst. In analyzing prospective business opportunities,
management will consider such matters as the available technical,
financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects
for the future; the nature of present and expected competition;
the quality and experience of management services which may be
available and the depth of that management; the potential for
further research, development, or exploration; specific risk
factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be
restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.
The Company may enter into a business combination with a
business entity that desires to establish a public trading market
for its shares. A target company may attempt to avoid what it
deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with the Company.
Such consequences may include, but are not limited to, time
delays of the registration process, significant expenses to be
incurred in such an offering, loss of voting control to public
shareholders or the inability to obtain an underwriter or to
obtain an underwriter on satisfactory terms.
Management of the Company, which in all likelihood will not
be experienced in matters relating to the business of a target
company, will rely upon its own efforts in accomplishing the
business purposes of the Company. Outside consultants or
advisors may be utilized by the Company to assist in the search
for qualified target companies. If the Company does retain such
an outside consultant or advisor, any cash fee earned by such
person will need to be assumed by the target company, as the
Company has limited cash assets with which to pay such
obligation.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant
or advisor be continued after any business combination.
Additionally, a target company may be presented to the Company
only on the condition that the services of a consultant or
advisor be continued after a merger or acquisition. Such
preexisting agreements of target companies for the continuation
of the services of attorneys, accountants, advisors or
consultants could be a factor in the selection of a target
company.
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the
consummation of a transaction, it is likely that the present
management and shareholder of the Company will no longer be in
control of the Company. In addition, it is likely that the
Company's officer and director will, as part of the terms of the
acquisition transaction, resign and be replaced by one or more
new officers and directors.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated
or at specified times thereafter. If such registration occurs,
of which there can be no assurance, it will be undertaken by the
surviving entity after the Company has entered into an agreement
for a business combination or has consummated a business
combination and the Company is no longer considered a blank check
company. Until such time as this occurs, the Company will not
register any additional securities. The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.
While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is expected that
the parties to the business transaction will desire to avoid the
creation of a taxable event and thereby structure the acquisition
in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended (the "Code").
With respect to any merger or acquisition negotiations with
a target company, management expects to focus on the percentage
of the Company which target company shareholders would acquire in
exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's assets
and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership
interest in the Company following any merger or acquisition. The
percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with
substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at
such time.
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and
after such closing, will outline the manner of bearing costs,
including costs associated with the Company's attorneys and
accountants, and will include miscellaneous other terms.
The Company will not acquire or merge with any entity which
cannot provide audited financial statements at or within a
reasonable period of time after closing of the proposed
transaction. The Company is subject to all of the reporting
requirements included in the Exchange Act. Included in these
requirements is the duty of the Company to file audited financial
statements as part of or within 60 days following its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on
Form 10-K (or 10-KSB, as applicable). If such audited financial
statements are not available at closing, or within time
parameters necessary to insure the Company's compliance with the
requirements of the Exchange Act, or if the audited financial
statements provided do not conform to the representations made by
the target company, the closing documents may provide that the
proposed transaction will be voidable at the discretion of the
present management of the Company.
Results of Operations
During the period from April 2, 1999 (inception) through May
31, 2000, the Company has engaged in no significant operations
other than organizational activities, acquisition of the rights
to market Biocatalyst, and preparation for and filing of this
Form 10-SB under the Securities Exchange Act of 1934, as amended.
No revenues were received by the Company during this period.
For the current fiscal year, the Company anticipates
incurring a loss as a result of organizational expenses, expenses
associated with registration under the Securities Exchange Act of
1934, and expenses associated with setting up a company structure
to begin implementing its business plan. The Company anticipates
that until these procedures are completed, it will not generate
revenues other than interest income, and may continue to operate
at a loss thereafter, depending upon the performance of the
business.
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or stockholder's equity. Consequently, the
Company's balance sheet as of May 31, 2000 reflects current
assets of $0.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity
and capital resources will be diminished prior to the
consummation of a business combination or whether its capital
will be further depleted by the operating losses (if any) of the
business entity which the Company may eventually acquire.
The Company will need additional capital to carry out its
business plan to engage in a business combination. No
commitments to provide additional funds have been made by
management or stockholders. Accordingly, there can be no
assurance that any additional funds will be available on terms
acceptable to the Company or at all. Irrespective of whether
the Company's cash assets prove to be inadequate to meet its
operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
Outlook: Issues and Uncertainties
The Company's success is dependent on a number of factors
that should be considered by prospective investors. The Company
is a relatively young company and does not yet have a long
history of earnings or profit and there is no assurance that it
will operate profitably in the future. As such, there is no
assurance that the Company will provide a return on investment
in the future.
1. Conflicts of Interest - General. Certain conflicts of
interest exist between the Company and its officers and
directors, Frank A. Roberts and Richard Achron. Mr. Roberts and
Mr. Achron have other business interests to which they devote
their attention. They may be expected to continue to do so. As
a result, conflicts of interest may arise that can be resolved
only through exercise of such judgment as is consistent with
their fiduciary duties to the Company.
2. Conflicts of Interest - Blank Check Companies. Management is
currently involved with other blank check companies, and is
involved in creating additional blank check companies similar to
this one. A conflict may arise in the event that another blank
check company with which management is affiliated actively seeks
a target company. The other blank check companies with which
management is affiliated may differ from the Company in certain
items such as place of incorporation, number of shares and
shareholders, working capital, types of authorized securities, or
other items. It may be that a target company may be more
suitable for or may prefer one of the other blank check companies
with which management is affiliated, and a business combination
might be negotiated on behalf of the more suitable or preferred
blank check company. See "Item 5, Directors, Executive
Officers, Promoters And Control Persons-Other Blank Check
Companies - Conflicts of Interest".
1.
3. Securities Regulation. The Company's securities, when
available for trading, will be subject to the Securities and
Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers that sell such securities to
other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets exceeding $5,000,000 or
individuals having a net worth in excess of $1,000,000 or having
an annual income that exceeds $200,000 (or that, combined with a
spouses income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability
determination for the purchaser and receive the purchasers
written agreement to the transaction prior to the sale.
Consequently, the rule may affect the ability of purchasers of
the Company's securities to buy or sell in any market that may
develop.
In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks." (A "penny
stock" is any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions). Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7
under the Securities and Exchange Act of 1934, as amended. The
rules may further affect the ability of owners of the Company's
shares to sell their securities in any market that may develop
for them. Shareholders should be aware that, according to the
Securities and Exchange Commission Release No. 34-29093, the
market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include
- control of the market for the security by one or a few
broker-dealers that are often related to the promoter or issuer;
- manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases;
- "boiler room" practices involving high pressure sales
tactics and unrealistic price projections by inexperienced sales
persons;
- excessive and undisclosed bid-ask differentials and markups
by selling broker-dealers; and
- the wholesale dumping of the same securities by promoters
and broker-dealers after prices have been manipulated to a
desired level, along with the inevitable collapse of those prices
with consequent investor losses.
4. No Operating History Or Revenue And Minimal Assets. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will
increase continuously until the Company can consummate a business
combination with a target company. There is no assurance that
the Company can identify such a target company and consummate
such a business combination.
5. Lack of Diversification. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with only one business entity.
Consequently, the Company's activities will be limited to those
engaged in by the business entity which the Company merges with
or acquires. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and
therefore increase the risks associated with the Company's
operations.
6. Dependence on Management; Limited Participation of
Management. While seeking a business combination, management
anticipates devoting only a limited amount of time per month to
the business of the Company. The Company's officers have not
entered into a written employment agreement with the Company and
are not expected to do so in the foreseeable future. The Company
has not obtained key man life insurance on its officers and
directors. Notwithstanding the combined limited experience and
time commitment of management, loss of the services of these
individuals would adversely affect development of the Company's
business and its likelihood of continuing operations.
7. Indemnification of Officers and Directors. The Company's
Articles of Incorporation provide for indemnification of its
directors, officers, employees and agents, under certain
circumstances, against attorneys' fees and other expenses
incurred by them in any litigation to which they become a party
arising from their association with, or their activities on
behalf of, the Company. The Company will also bear the expense
of such litigation for any of its directors, officers, employees
or agents, upon such person's promise to repay the Company
therefor if it is ultimately determined that any such person
shall not have been entitled to indemnification. This
indemnification policy could result in substantial expenditures
by the Company.
8. Directors= Liability Limited. The Company's Articles of
Incorporation exclude personal liability of its directors to the
Company and its shareholders for monetary damages due to breach
of fiduciary duty except in certain specified circumstances.
Accordingly, the Company will have a much more limited right of
action against its directors than otherwise would be the case.
The Company has been advised that the SEC takes the position that
this provision does not effect the liability of any director
under applicable federal and state securities laws.
9. No Foreseeable Dividends. The Company has not paid dividends
on its Common Stock and does not anticipate paying such dividends
in the foreseeable future.
10. Speculative Nature Of The Company's Proposed Operations.
The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial condition
and management of the identified target company. While
management will prefer business combinations with entities having
established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of
the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's
control.
11. Competition. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which
may be merger or acquisition target candidates for the Company.
Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than
the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Moreover, the Company will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
12. No Agreement For Business Combination Or Other
Transaction--No Standards For Business Combination. The Company
has no current arrangement, agreement or understanding with
respect to engaging in a merger with or acquisition of a specific
business entity. There can be no assurance that the Company will
be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination.
Management has not identified any particular industry or specific
business within an industry for evaluation by the Company. There
is no assurance that the Company will be able to negotiate a
business combination on terms favorable to the Company. The
Company has not established a specific length of operating
history or a specified level of earnings, assets, net worth or
other criteria which it will require a target company to have
achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the
Company may enter into a business combination with a business
entity having no significant operating history, losses, limited
or no potential for immediate earnings, limited assets, negative
net worth or other negative characteristics.
13. Reporting Requirements May Delay Or Preclude Acquisition.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") requires companies subject thereto to provide certain
information about significant acquisitions including certified
financial statements for the company acquired covering one or two
years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target
companies to prepare such financial statements may significantly
delay or essentially preclude consummation of an otherwise
desirable acquisition by the Company. Acquisition prospects that
do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable.
14. Lack Of Market Research Or Marketing Organization. The
Company has neither conducted, nor have others made available to
it, market research indicating that demand exists for the
transactions contemplated by the Company. Even in the event
demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company
will be successful in completing any such business combination.
15. Regulation Under Investment Company Act. Although the
Company will be subject to regulation under the Exchange Act,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register
as an investment company and could be expected to incur
significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment
Company Act of 1940 and, consequently, any violation of such Act
could subject the Company to material adverse consequences.
16. Probable Change In Control And Management. A business
combination involving the issuance of the Company's common stock
will, in all likelihood, result in shareholders of a target
company obtaining a controlling interest in the Company. Any
such business combination may require shareholders of the Company
to sell or transfer all or a portion of the Company's common
stock held by them. The resulting change in control of the
Company will likely result in removal of the present officer and
director of the Company and a corresponding reduction in or
elimination of his participation in the future affairs of the
Company.
17. Reduction Of Percentage Share Ownership Following Business
Combination. The Company's primary plan of operation is based
upon a business combination with a business entity which, in all
likelihood, will result in the Company issuing securities to
shareholders of such business entity. The issuance of previously
authorized and unissued common stock of the Company would result
in reduction in percentage of shares owned by the present
shareholders of the Company and would most likely result in a
change in control or management of the Company.
18. Taxation. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions.
The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
19. Requirement Of Audited Financial Statements May Disqualify
Business Opportunities. Management of the Company will request
that any potential business opportunity provide audited financial
statements. One or more attractive business opportunities may
choose to forego the possibility of a business combination with
the Company rather than incur the expenses associated with
preparing audited financial statements. In such case, the
Company may choose to obtain certain assurances as to the target
company's assets, liabilities, revenues and expenses prior to
consummating a business combination, with further assurances that
an audited financial statement would be provided after closing of
such a transaction. Closing documents relative thereto may
include representations that the audited financial statements
will not materially differ from the representations included in
such closing documents.
Item 3. Description of Property.
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently
maintains limited office space, occupied by its President and
director, Frank A. Roberts, for which it pays no rent. Its
address is 580 Hornby Street, Suite 210 Vancouver, British
Columbia V6C 3B6 CANADA, and its phone number is (604) 662-7000.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth, as of June 15, 2000, the
Company's outstanding Common Stock owned of record or
beneficially by each Executive Officer and Director and by each
person who owned of record, or was known by the Company to own
beneficially, more than 5% of the Company's Common Stock, and the
shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to
the shares shown.
Name Shares Owned Percentage
of
Shares
Owned
David R. Mortenson 2,250,000 90%
2400 Loop 35, # 1502
Alvin, Texas 77511
ALL EXECUTIVE OFFICERS & DIRECTORS 0 0%
AS A GROUP (2 individuals)
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The following table sets forth the name, age and position of
each Director and Executive Officer of the Company:
NAME AGE POSITION
Frank Roberts 67 President
Richard Achron 57 Secretary/Treasurer
There are no agreements or understandings for officers or
directors to resign at the request of another person and the
above-named officers and directors is not acting on behalf of nor
will act at the direction of any other person.
The directors named above will serve until their successors
are elected and qualified. Officers will hold their positions at
the pleasure of the board of directors, absent any employment
agreement. No employment agreements currently exist or are
contemplated. There is no arrangement or understanding between
the directors and officers of the Company and any other person
pursuant to which any director or officer was or is to be
selected as a director or officer.
The directors and officers of the Company will devote their
time to the Company's affairs on an "as needed" basis. As a
result, the actual amount of time which they will devote to the
Company's affairs is unknown and is likely to vary substantially
from month to month.
Frank A. Roberts became an officer and director of the
Company in September of 1999. After several years as a successful
businessman and owner of a construction-equipment manufacturing
and leasing company, in 1985 Mr. Roberts founded RSM Investor
Network Inc., a consulting company providing services to existing
and emerging companies, assisting in raising equity capital,
management and communication. He is presently the sole owner of
RSM Investor Network. Mr. Roberts is a director of several
private companies. He is also a director of Paccom Ventures,
Inc., a mining company which trades under the symbol APCV@ on the
Canadian Stock Exchange.
Richard A Achron became an officer and director of the
Company in September of 1999. Mr. Achron is a self-employed
businessman with over 37 years experience in the retail/wholesale
and manufacturing industry. Mr. Achron has spent a number of
years working for major Canadian corporations in sales, sales
management and as a branch manager. These corporations included
Philips Electronics, White-Westinghouse, Canadian Admiral
Corporation and Sanyo Electronics.
He is currently owner and President of a manufacturing
business located in Vancouver, BC. Amongst others, this business
is a supplier to major food chains such as Canada Safeway,
Overwaitea Food Group and Superstore/Loblaws. He has owned and
operated this business for over 12 years.
Other Blank Check Companies/Conflicts Of Interest
Both Mr. Achron and Mr. Roberts are also involved with one
other "blank check" companyBa development stage company that has
no specific business plan or purpose, or whose business plan is
to engage in a merger or acquisition with an unidentified entity.
Mr. Roberts and Mr. Achron are both officers and directors
of SIBUN RIVER GROUP INC. SIBUN RIVER GROUP INC. is also in the
process of registering as a 1934 Act company, and will seek a
business entity with which to do a business combination.
As a result of Mr. Roberts and Mr. Achron=s involvement with
other blank check companies, there are potential inherent
conflicts of interest in acting as an officer and director of the
Company. Insofar as Mr. Roberts and Mr. Achron are engaged in
other business activities, each of them anticipates that he will
devote only a minor amount of time to the Company's affairs. The
Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as such
opportunities may relate to the Company's proposed business
operations.
A conflict may arise in the event that another blank check
company with which management is affiliated is formed and
actively seeks a target company. The other blank check companies
with which management is affiliated may differ from the Company
in certain items such as place of incorporation, number of shares
and shareholders, working capital, types of authorized
securities, or other items. It may be that a target company may
be more suitable for or may prefer one of the other blank check
companies with which management is affiliated, and a business
combination might be negotiated on behalf of the more suitable or
preferred blank check company. Mr. Roberts and Mr. Achron will be
responsible for seeking, evaluating, negotiating and consummating
a business combination with a target company which may result in
terms providing benefits to both Mr. Roberts and Mr. Achron.
Item 6. Executive Compensation.
The Company's officers and directors do not receive any
compensation for their services rendered to the Company, have not
received such compensation in the past, and are not accruing any
compensation pursuant to any agreement with the Company.
The officers and directors of the Company will not receive
any finder's fee, either directly or indirectly, as a result of
their efforts to implement the Company's business plan outlined
herein. However, the officers and directors of the Company
anticipate receiving benefits as beneficial shareholders of the
Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
No director, executive officer or nominee therefor of the
Company, and no owner of five percent or more of the Company's
outstanding shares or any member of their immediate family has
entered into or proposed any transaction in which the amount
involved exceeds $60,000, except as discussed below.
Item 8. Description of Securities.
The following description of the Company's capital stock is
a summary of the material terms of the Company's capital stock.
This summary is subject to and qualified in its entirety by the
Company's articles of incorporation and bylaws, which are
included as exhibits to the registration statement of which this
prospectus forms a part, and by the applicable provisions of
Nevada law.
The Company's authorized capital consists of 25,000,000
shares of common stock, par value $.001 per share. Immediately
prior to this offering, 2,500,000 shares were issued and
outstanding. Each record holder of common stock is entitled to
one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation
do not permit cumulative voting for the election of directors,
and shareholders do not have any preemptive rights to purchase
shares in any future issuance of the Company's common stock.
Because the holders of shares of the Company's common stock
do not have cumulative voting rights, the holders of more than
50% of the Company's outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if
they so choose. In such event, the holders of the remaining
shares will not be able to elect any of the Company's directors.
The holders of shares of common stock are entitled to
dividends, out of funds legally available therefor, when and as
declared by the Board of Directors. The Board of Directors has
never declared a dividend and does not anticipate declaring a
dividend in the future. In the event of liquidation, dissolution
or winding up of the affairs of the Company, holders are entitled
to receive, ratably, the net assets of the Company available to
shareholders after payment of all creditors.
All of the issued and outstanding shares of common stock are
duly authorized, validly issued, fully paid, and non-assessable.
To the extent that additional shares of the Company's common
stock are issued, the relative interests of existing shareholders
may be diluted.
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters
Market Price.
There is no trading market for the Company's Common Stock at
present and there has been no trading market to date. There is
no assurance that a trading market will ever develop or, if such
a market does develop, that it will continue. Owing to the low
price of the securities, many brokerage firms may not be willing
to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in AMAZON
SCIENTIFIC INC.s common stock, the combination of brokerage
commissions, state transfer taxes, if any, and other selling
costs may exceed the selling price.
The Company may apply for listing on the NASD OTC Bulletin
Board or may offer its securities in what are commonly referred
to as the "pink sheets" of the National Quotation Bureau, Inc.
To qualify for listing on the NASD OTC Bulletin Board, an equity
security must have one registered broker-dealer, known as the
market maker, willing to list bid or sale quotations and to
sponsor the company for listing on the Bulletin Board. The
Company may be unable to find a market maker willing to sponsor
the Company. If the Company does qualify for the OTC Bulletin
Board, shareholders may still find it difficult to dispose of, or
to obtain accurate quotations as to the market value of, the
Company's securities trading in the OTC market.
The Company's securities will also be subject to Securities
and Exchange Commission's "penny stock" rules. (See "Item 2,
Management's Discussion and Analysis or Plan of Operations -
Outlook: Issues and Uncertainties - Securities Regulation").
The penny stock rules may further affect the ability of owners of
the Company's shares to sell their securities in any market that
may develop for them. There may be a limited market for penny
stocks, due to the regulatory burdens on broker-dealers. The
market among dealers may not be active. Investors in penny stock
often are unable to sell stock back to the dealer that sold them
the stock. The mark ups or commissions charged by the
broker-dealers may be greater than any profit a seller may make.
Because of large dealer spreads, investors may be unable to sell
the stock immediately back to the dealer at the same price the
dealer sold the stock to the investor. In some cases, the stock
may fall quickly in value. Investors may be unable to reap any
profit from any sale of the stock, if they can sell it at all.
Holders.
As of May 31,2000, there were 2,500,000 shares of common
stock outstanding, held by two shareholders of record.
Dividends.
To date the Company has not paid any dividends on its common
stock and does not expect to declare or pay any dividends on such
common stock in the foreseeable future. Payment of any dividends
will be dependent upon the Company's future earnings, if any, its
financial condition, and other factors as deemed relevant by the
Board of Directors.
Item 2. Legal Proceedings.
The Company is not a party to any pending legal proceeding
or litigation and none of its property is the subject of a
pending legal proceeding. Further, the Officers and Directors
know of no legal proceedings against the Company or its property
contemplated by any governmental authority.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
Since April, 1999 (the date of the Company's formation), the
Company has sold its Common Stock to the persons listed in the
table below in transactions summarized as follows:
Shareholder Date Number of Consideration Exemption
Shares
J.P. Beehner 04/02/99 250000 1 2
David R. Mortenson 04/02/99 250000 1 2
Terry Fowler 04/28/99 200000 $200 3
David R. Mortenson 04/28/99 200000 $200 3
Joshua J. Mortenson 04/28/99 200000 $200 3
Laurent Barbudaux 04/28/99 200000 $200 3
Marie M. Charles 04/28/99 200000 $200 3
C.E. Kaiser 04/28/99 200000 $200 3
Roy Donovan Hinton, 04/28/99 200000 $200 3
Jr.
James R. Collins, 04/28/99 200000 $200 3
D.V.M.
Jock R. Collins, 04/28/99 200000 $200 3
D.V.M.
Joshua D. Smetzer 04/28/99 200000 $200 3
1
Consideration consisted of pre-incorporation consulting
services rendered to the Registrant related to investigating and
developing the Registrant's proposed business plan and capital
structure and completing the organization and incorporation of
the Registrant.
2
Sale made in reliance upon exemption from registration
under Rule 506 of Regulation D, and sections 3(b) and 4(2) of the
Securities Act of 1933 due to the shareholders being the
Company=s founders and serving as its initial management, and the
limited number of investors (two).
3
Sale made in reliance upon exemption from registration
under Rule 504 of Regulation D and section 3(b) of the Securities
Act of 1933. The Company's shares were valued at $0.001 per
share, and they were issued to accredited investors according to
an exemption from registration under Texas law that permits
general solicitation and general advertising so long as sales are
made only to accredited investors. Texas law defines "accredited
investor" as a natural person whose individual net worth, or
joint net worth with the person's spouse, at the time of purchase
exceeds $1 million, or whose income during the past two years
exceeds $200,000 individually or $300,000 jointly with spouse and
who expects to continue the same income level in the current
year. If the exemption under Rule 504 of Regulation D is not
available, the Company believes that the issuance was also exempt
under Rule 506 of Regulation D and Sections 3(b) and 4(2) under
the Securities Act of 1933 due to limiting the manner of the
offering, promptly filing notices of sales, and limiting the
issuance of shares to a small number of accredited investors
(ten).
Reports to Stockholders
The Company plans to furnish its stockholders with an annual
report for each fiscal year containing financial statements
audited by its independent certified public accountants.
Additionally, the Company may, in its sole discretion, issue
unaudited quarterly or other interim reports to its stockholders
when it deems appropriate. The Company will be a reporting
company under Section 12g of the Securities and Exchange Act of
1934, and as such will be required to file quarterly and annual
reports and proxy statements. Any document the Company files may
be read and copied at the Commissions Public Reference Room
located at 450 Fifth Street NW, Washington D.C. 20549, and the
public reference rooms in New York, New Your, and Chicago,
Illinois. Please call the Commission at 1-800-SEC 0330 for
further information about the public reference rooms. The
Company=s filings with the Commission are also available to the
public from the Commission=s website at http://www.sec.gov.
Item 5. Indemnification of Directors and Officers
In accordance with Nevada law, the Company's Articles of
Incorporation, filed as Exhibit 2.1, provide that the Company may
indemnify a person who is a party or threatened to be made a
party to an action, suit or proceeding by reason of the fact that
he or she is an officer, director, employee or agent of the
Company, against such person's costs and expenses incurred in
connection with such action so long as he or she has acted in
good faith and in a manner which he or she reasonably believed to
be in, or not opposed to, the best interests of the Company, and,
in the case of criminal actions, had no reasonable cause to
believe his or her conduct was unlawful. Nevada law requires a
corporation to indemnify any such person who is successful on the
merits or defense of such action against costs and expenses
actually and reasonably incurred in connection with the action.
The bylaws of the Company, filed as Exhibit 2.2, provide
that the Company will indemnify its officers and directors for
costs and expenses incurred in connection with the defense of
actions, suits, or proceedings against them on account of their
being or having been directors or officers of the Company,
absent a finding of negligence or misconduct in office. the
Company's Bylaws also permit the Company to maintain insurance on
behalf of its officers, directors, employees and agents against
any liability asserted against and incurred by that person
whether or not the Company has the power to indemnify such person
against liability for any of those acts.
Conflicts of Interest
The officers and directors of the Company will not devote
more than a portion of their time to the affairs of the Company.
There will be occasions when the time requirements of the
Company's business conflict with the demands of their other
business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There
is no assurance that the services of such persons will be
available or that they can be obtained upon terms favorable to
the Company.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to
resolve conflicts of interest in favor of the Company could
result in liability of management to the Company. However, any
attempt by shareholders to enforce a liability of management to
the Company would most likely be prohibitively expensive and time
consuming.
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.
AMAZON SCIENTIFIC INC.
/s/ Frank A. Roberts July 5, 2000
Frank A. Roberts, President, and Director (Date)
PART F/S
Financial Statements
Index to Financial Statements
Amazon Scientific Inc.
(A Development Stage Company)
Index
Independent Auditors= Report FB1
Balance Sheets FB2
Statements of Operations FB3
Statements of Cash Flows FB4
Statement of Stockholders= Equity FB5
Notes to the Financial Statements FB6 to FB7
Independent Auditors Report
To the Board of Directors
Amazon Scientific Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Amazon
Scientific Inc. (A Development Stage Company) as of April 30,
2000 and 1999 and the related statements of operations,
stockholders= equity and cash flows for the periods from April 2,
1999 (Date of Inception) to April 30, 2000 and the statements of
operations and cash flows for the period from April 2, 1999 (Date
of Inception) to April 30, 1999 and the year ended April 30,
2000. These financial statements are the responsibility of the
Company=s management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with U.S. generally
accepted auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the aforementioned financial statements present
fairly, in all material respects, the financial position of
Amazon Scientific Inc. (A Development Stage Company), as of April
30, 2000 and 1999, and the results of its operations and its cash
flows for the periods from April 2, 1999 (Date of Inception) to
April 30, 2000 and the period from April 2, 1999 (Date of
Inception) to April 30, 1999 and the year ended April 30, 2000,
in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company has not generated
any revenues or conducted any operations since inception. These
factors raise substantial doubt about the Companys ability to
continue as a going concern. Managements plans in regard to
these matters are also discussed in Note 1. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
"Elliott, Tulk, Pryce, Anderson"
Suite 1101 A Partnership of Incorporated
750 West Pender St. Professionals
Tel: 604/684-5357
Fax: 604/684C0187 Robin A.W. Elliott, FCA
Vancouver, Barrie C. Anderson, CA
Don M. Prest, CA Keith
Canada V6C 2T8 S. Elliott, CA
BCE-Mail:
[email protected] Associate -
Lisa M. Humer, CA
CHARTERED ACCOUNTANTS
Vancouver, Canada
June 12, 2000
Amazon Scientific Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
April 30,
2000 1999
$ $
Assets
License (Note 3) - 1,833
Liabilities and Stockholders Equity
Current Liabilities - -
Contingent Liability (Note 1)
Stockholders Equity
Common Stock, 25,000,000 shares authorized with
a par value of $.001; 2,500,000 shares
issued and outstanding 2,689 2,689
Deficit Accumulated During the Development Stage (2,689) (856)
- 1,833
- 1,833
Amazon Scientific Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From April 2, 1999 For the From April 2, 1999
(Date of Inception) year ended (Date of Inception)
to April 30, 2000 April 30, 2000 to April 30, 1999
$ $ $
<S> <C> <C> <C>
Revenues - - -
Expenses
Amortization of license 1,500 1,333 167
License written-off 500 500 -
Organization expenses 689 - 689
2,689 1,833 856
Net Loss (2,689) (1,833) (856)
</TABLE>
(The accompanying notes are an integral part of the financial statements)
Amazon Scientific Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
<TABLE>
<CAPTION>
From April 2, 1999 For the From April 2, 1999
(Date of Inception) year ended (Date of Inception)
to April 30, 2000 April 30, 2000 to April 30, 1999
$ $ $
<S> <C> <C> <C>
Cash Flows to Operating Activities
Net loss (2,689) (1,833) (856)
Non-cash items
Organization costs paid by a
director 689 - 689
Amortization of license 1,500 1,333 167
License written-off 500 500 -
Net Cash Used by Operating Activities - - -
Change in cash - - -
Cash - beginning of year - - -
Cash - end of year - - -
Non-Cash Financing Activities
A total of 500,000 shares were issued at
a fair market value of $0.001 per share for
organization costs 500 - 500
A total of 2,000,000 shares were issued at
a fair market value of $0.001 per share for
the acquisition of a License (Note 3) 2,000 - 2,000
Organization costs paid for by a director
for no consideration treated as additional
paid in capital 189 - 189
2,689 - 2,689
Supplemental Disclosures
Interest paid - - -
Income tax paid - - -
</TABLE>
(The accompanying notes are an integral part of the financial statements)
Amazon Scientific Inc.
(A Development Stage Company)
Statement of Stockholders Equity
(expressed in U.S. dollars)
Deficit
Accumulated
During the
Common Stock Development
Shares Amount Stage
# $ $
Balance - April 2, 1999 (Date of Inception) - - -
Stock issued for $500 of organizational
expenses 500000 500 -
Additional paid in capital for
organizational expenses incurred by
a director on behalf of the Company - 189 -
Stock issued for "The Biocatalyst License"
at a fair market value of $0.001 per share 2000000 2,000 -
Net loss for the period (856)
Balance - April 30, 1999 2500000 2,689 (856)
Net loss for the year - - (1,833)
Balance - April 30, 2000 2500000 2,689 (2,689)
(The accompanying notes are an integral part of the financial statements)
Amazon Scientific Inc.
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)
1. Development Stage Company
Amazon Scientific Inc. herein (the ACompany) was incorporated
in the State of Nevada, U.S.A. on April 2, 1999. The Company
acquired a license to market and distribute a product. As
discussed in Note 3, this license is in jeopardy and the Company
has retained the right to sue the vendor.
The Company=s new business plan is as a Ablank check@ company.
Under the Securities Act of 1933, a blank check company is
defined as a development stage company that has no specific
business plan or purpose or has indicated that its business plan
is to engage in a merger or acquisition with an unidentified
company or companies and is issuing Apenny stock@ securities.
In a development stage company, management devotes most of its
activities in investigating business opportunities. Planned
principal activities have not yet begun. The ability of the
Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its
successful efforts to raise additional equity financing and find
an appropriate merger candidate. There is no guarantee that
Amazon will be able to raise any equity financing or find an
appropriate merger candidate. There is substantial doubt
regarding the Company=s ability to continue as a going concern.
2. Summary of Significant Accounting Policies
(a) Year end
The Company=s fiscal year end is April 30.
(b) Licenses
Costs to acquire licenses are capitalized as incurred.
These costs will be amortized on a straight-line basis over
their remaining estimated useful lives.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a
maturity of three months or less at the time of issuance to
be cash equivalents.
(d) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and
expenses during the periods. Actual results could differ from
those estimates.
3. License
The Company's only asset is a license to distribute and produce
an oxygen enriched water product, called "Biocatalyst," for
remediation for aquiculture, mariculture, fish farming, and the
like, or for use in aquariums and the rights accruing from this
license. The Company's original business plan was to determine
the feasibility of the Biocatalyst remediation application, and,
if Biocatalyst proved to be feasible for this application,
become a Biocatalyst producer. The Company acquired the three-
year license from Mortenson & Associates on April 5, 1999 by
issuing 2,000,000 shares at a fair market value of $.001 or
$2,000. The general partner of Mortenson & Associates was also a
former director and officer of the Company. Mortenson &
Associates acquired its right to sublicense Biocatalyst to the
Company from NW Technologies.
3. License (continued)
In December, 1999, David R. Mortenson, Mortenson & Associates'
principal, notified the Company that he was involved in a legal
dispute with NW Technologies, and would be unable to fulfill
his obligations under the license to the Company. As a result,
the Company's ability to implement its business plan was
seriously undermined, and the Company never filed a Form S-1
Registration Statement. The Company has no plan to pursue a
claim at this time.
April 30,
2000 1999
$ $
License
Cost 2000 2000
Less accumulated amortization (1500) -
Less amount written-off (500) -
- 2,000
4.Related Party Transaction
The License referred to in Note 3 was sold to the Company by a
partnership whose general manager was the former President of
the Company and a director for consideration of 2,000,000 shares
for total fair market consideration of $2,000. These shares were
paid evenly to the ten partners.
PART III
Item 1. Index to Exhibits
Exhibit
Number
Name
2.1
Articles of Incorporation
2.2
Bylaws
27
Financial Data Schedule
2.1
ARTICLES OF INCORPORATION
of
AMAZON SCIENTIFIC INC.
The undersigned natural person of the age of eighteen years or
more, acting as incorporator of a corporation under and pursuant
to the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is AMAZON SCIENTIFIC INC.
ARTICLE II
The principal office of this corporation is to be at 50 West
Liberty Street, Suite 880, Reno 89501, State of Nevada. The
Nevada Agency and Trust Company is hereby named as Resident Agent
of this corporation and in charge of its said office in Nevada.
ARTICLE III
The nature of the business, objects and purposes to be transacted,
promoted, or carried on by the corporation are:
20. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law of
the State of Nevada and to act in every kind of fiduciary
capacity. and generally to do all things necessary or convenient
which are incident to or which a natural person might or could do.
21. To purchase, receive, take by grant, gift, devise,
bequest, or otherwise. lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated, and
to sell, convey, lease, exchange, transfer or otherwise dispose
of, or mortgage or pledge, all or any of its property and assets,
or any interests therein, wherever situated.
22. To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in
and dispose of mining claims, oil leases, oil and gas wells, real
estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right
therein; to take, lease, purchase or otherwise handle or acquire,
and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose
of, as principal agent or in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges,
causes in action, notes, bonds, mortgages, and securities as may
lawfully be acquired, held or disposed of and to acquire,
purchase, sell, assign, transfer, dispose of and generally deal in
and with as principal, agent, broker, and in any lawful capacity,
mortgages and other interests in real, personal, and mixed
properties; to carry on a general oil exploration, mining
exploration and management business as principal, agent,
representative, contractor, sub-contractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any lawful
manner and to hold, own, mortgage, pledge, sell, transfer, or in
any manner dispose of, and to deal and trade in goods, wares,
merchandise, and property of any and every class and description,
and in any part of the world.
23. To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of and, in any
manner deal with and contract with reference to:
1. Inventions, devices, formulas, processes, improvements and
modifications thereof;
2. Letters patent, patent rights, patented processes, rights,
designs, and similar rights, trademarks, trade names, trade
symbols and other indications or origin and ownership granted by
or recognized under the laws of the United States of America, any
state or subdivision thereof, and any commonwealth, territory,
possession, dependency, colony, possession agency or
instrumentality of the United States of America and of any foreign
country, and all rights connected therewith or appertaining
thereto.
3. Franchises, licenses, grants and concessions.
24. To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
1. 25. To lend money in furtherance of its corporate
purposes and to invest and reinvest its funds from time to time to
such extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentalities thereof, and on such
terms and on such security, if any, as the Board of Directors of
the corporation may determine and direct any officer to complete.
26. To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to issue
and sell its own securities, including its shares of stock, notes,
bonds, debentures, and other obligations, in such amounts, on such
terms and conditions, for such purposes and for such prices, now
or hereafter permitted by the laws of the State of Nevada and by
the Board of Directors of the corporation as they may determine;
and to secure any of its obligations by mortgage, pledge or other
encumbrance of any or all of its property, franchises and income.
27. To be a promoter or manager of other corporations of any
type or kind; and to participate with others in any corporation,
partnership, limited partnership, joint venture, or other
association of any kind, or in any transaction, undertaking or
arrangement which the corporation would have power to conduct by
itself, whether or not such participation involves sharing or
delegation of control with or to others.
28. To promote and exercise all or any part of the foregoing
purposes and powers in and all parts of the world, and to conduct
its business in all or any branches in any lawful capacity.
The foregoing enumeration of specific purposes and powers shall
not be held to limit or restrict in any manner the purposes and
powers of the corporation by references to or inference from the
terms or provisions of any other clause, but shall be regarded as
independent purposes.
ARTICLE IV
The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 shares of common stock with
$0.001 par value each.
No shareholder of the corporation shall have the right of
cumulative voting at any election of directors or upon any other
matter.
No holder of securities of the corporation shall be entitled as a
matter of right, preemptive or otherwise, to subscribe for or
purchase any securities of the corporation now or hereafter
authorized to be issued, or securities held in the treasury of the
corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such
securities may be issued or disposed of by the board of directors
to such persons and on such terms as in its discretion it shall
deem advisable.
ARTICLE V
Any action required to, or that may, be taken at any annual or
special meeting of shareholders may be taken without a meeting,
without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by
the holder or holders of shares having not less than the minimum
number of votes that would be necessary to take such action at a
meeting at which the holders of all shares entitled to vote on the
action were present and voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS and
the number of such Directors shall be not less than one (l), or
more than five (5). The first board of directors shall be two
Members whose names and post office addresses are as follows:
Jimmy P. Beehner
P. O. Box 2370
Alvin TX 77512-2370
David R. Mortenson
P. O. Box 5034
Alvin TX 77512-5034
ARTICLE VII
The initial number of stockholders will be two (2). Additional
stockholders may be obtained. The number of
directors may be changed as provided in N.R.S.
78.330.
ARTICLE VIII
A.No director of the corporation shall be liable to the
corporation or any of its shareholders for monetary
damages for an act or omission in the director's
capacity as a director, except that this Article
VIII shall not authorize the elimination or
limitation of liability of a director of the
corporation to the extent the director is found
liable for: (i) a breach of such director's duty of
loyalty to the corporation or its shareholders;
(ii) an act or omission not in good faith that
constitutes a breach of duty of such director to
the corporation or an act or omission that involves
intentional misconduct or a knowing violation of
the law; (iii) a transaction from which such
director received an improper benefit, whether or
not the benefit resulted from an action taken
within the scope of the director's office; or (iv)
an act or omission for which the liability of a
director is expressly provided by an applicable
statute.
B.The capital stock of this corporation after the amount of
the subscription price or par value has been paid
in, shall not be subject to assessment to pay debts
of this corporation and no stock issued as fully
paid up shall ever be assessable or assessed and
the Articles of Incorporation shall not be amended
in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
David R. Mortenson, the undersigned, being the original
incorporator for the purpose of forming a
corporation to do business both within and without
the state of Nevada, and in pursuance of the
General Corporation Law of the State of Nevada,
effective March 31, 1925 and as subsequently
amended do make and file this certificate, hereby
declaring and certifying that the facts herein
above stated are true.
This 1st day of April,1999
/s/ David R. Mortenson
Address: P. O. Box 5034
Alvin TX 77512-5034
On 1st April, 1999 before me, the undersigned, a
Notary Public in and for said State, personally
appeared David R. Mortenson to me known to be the
person whose name
is subscribed to the within instrument and
acknowledged to me that he executed the same.
WITNESS my hand and official seal
/s/ Marcy Ann Ainsworth
Notary Public
[Notary Seal]
2.2
BYLAWS OF
AMAZON SCIENTIFIC INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 3
1.02 Registered Agent or OfficeBRequirement
of Filing Changes with Secretary of State 3
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS= MEETINGS
2.01 Action Without Meeting 4
2.02 Telephone Meetings 4
2.03 Place of Meetings 4
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 5
2.07 AdjournmentBNotice of Adjourned
Meetings 5
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board CommitteesBAuthority to Appoint 6
2.11 Transactions with Interested
Directors 6
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 7
2.15 Vacancies 7
2.15(a)Declaration of vacancy 7
2.15(b)Filling Vacancies by Directors 8
2.15(c)Filling Vacancies by Shareholders 8
2.16 Compensation 8
2.17 Indemnification of Directors and
Officers 8
2.18 Insuring Directors, Officers, and
Employees 8
3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 9
3.03 Place of Meetings 9
3.04 Notice of Meetings 9
3.04 Voting List 10
3.05 Votes per Share 10
3.07 Cumulative Voting 10
3.08 Proxies 11
3.09 Quorum 11
3.09(a)Quorum of Shareholders 11
3.09(b)Adjourn for Lack or Loss of Quorum 11
3.10 Voting by Voice or Ballot 11
3.11 Conduct of Meetings 11
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 12
3.14 Special Meetings 12
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a)Chairman 13
4.01(b)President 13
4.01(c)Vice President 13
4.01(d)Secretary 14
4.01(e)Treasurer 14
4.01(f)Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 15
4.04 Compensation 15
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 16
6.02 Certificates for Fully Paid Shares 16
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing CertificatesBFacsimile Signatures 17
6.06 Transfer Agents and Registrars 17
6.07 Conditions of Transfer 17
6.08 Reasonable Doubts as to Right to Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 18
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 19
7.06 Fiscal Year 19
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONEBCORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation=s Charter authorizes twenty-five million
(25,000,000) shares to be issued. The officers and transfer
agents issuing shares of the Corporation shall ensure that the
total number of shares outstanding at any given time does not
exceed this number. Such officers and agents shall advise the
Board at least annually of the authorized shares remaining
available to be issued. No shares shall be issued for less
than the par value stated in the Charter. Each Charter
provision shall be observed until amended by Restated Articles
or Articles of Amendment duly filed with the Secretary of
State.
1.02 REGISTERED AGENT AND OFFICEBREQUIREMENT OF FILING CHANGES
WITH SECRETARY OF STATE
The address of the Registered Office provided in the
Articles of Incorporation, as duly filed with the Secretary of
State for the State of Nevada is: 50 West Liberty Street,
#880, Reno NV 89501.
The name of the Registered Agent of the Corporation at
such address, as set forth in its Articles of Incorporation,
is: The Nevada Agency and Trust Company.
The Registered Agent or Office may be changed by filing a
Statement of Change of Registered Agent or Office or Both with
the Secretary of State, and not otherwise. Such filing shall
be made promptly with each change. Arrangements for each
change in Registered Agent or Office shall ensure that the
Corporation is not exposed to the possibility of a default
judgment. Each successive Registered Agent shall be of
reliable character and well informed of the necessity of
immediately furnishing the papers of any lawsuit against the
Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal
business office of the Corporation is hereby
established as: 2400 Loop 35 #1502, Alvin,
Texas 77511.
The Corporation may have additional
business offices within the State of Nevada,
and where it may be duly qualified to do
business outside of Nevada, as the Board of
Directors may from time to time designate or
the business of the Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors,
subject to any limits imposed by the
Shareholders, may amend or repeal these Bylaws
and adopt new Bylaws. All amendments shall be
upon advice of counsel as to legality, except
in emergency. Bylaw changes shall take effect
upon adoption unless otherwise specified.
Notice of Bylaws changes shall be given in or
before notice given of the first Shareholders=
meeting following their adoption.
ARTICLE TWOBDIRECTORS AND DIRECTORS= MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be
taken by the Board of Directors may be taken
without a meeting, and shall have the same
force and effect as a unanimous vote of
Directors, if all members of the Board consent
in writing to the action. Such consent may be
given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required
by these Bylaws and by the Business Corporation
Act, Directors may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall
be held at the business office of the
Corporation or at such other place within or
without the State of Nevada as may be
designated by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors
shall be held, without call or notice,
immediately following each annual Shareholders=
meeting, and at such other regularly repeating
times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors
for any purpose may be called at any time by
the President or, if the President is absent or
unable or refuses to act, by any Vice President
or any two Directors. Written notices of the
special meetings, stating the time and place of
the meeting, shall be mailed ten days before,
or telegraphed or personally delivered so as to
be received by each Director not later than two
days before, the day appointed for the meeting.
Notice of meetings need not indicate an agenda.
Generally, a tentative agenda will be included,
but the meeting shall not be confined to any
agenda included with the notice.
Meetings provided for in these Bylaws
shall not be invalid for lack of notice if all
persons entitled to notice consent to the
meeting in writing or are present at the
meeting and do not object to the notice given.
Consent may be given either before or after the
meeting.
Upon providing notice, the Secretary or
other officer sending notice shall sign and
file in the Corporate Record Book a statement
of the details of the notice given to each
Director. If such statement should later not
be found in the Corporate Record Book, due
notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors=
meeting, or adjournment thereof, of a majority
of the authorized number of Directors shall be
necessary to constitute a quorum to transact
any business, except to adjourn. If a quorum is
present, every act done or resolution passed by
a majority of the Directors present and voting
shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED
MEETINGS
A quorum of the Directors may adjourn any
Directors= meeting to meet again at a stated
hour on a stated day. Notice of the time and
place where an adjourned meeting will be held
need not be given to absent Directors if the
time and place is fixed at the adjourned
meeting. In the absence of a quorum, a majority
of the Directors present may adjourn to a set
time and place if notice is duly given to the
absent members, or until the time of the next
regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of
Directors, the Chairman of the Board, if there
is such an officer, and if not, the President,
or in the President=s absence, a Vice President
designated by the President, or in the absence
of such designation, a Chairman chosen by a
majority of the Directors present, shall
preside. The Secretary of the Corporation shall
act as Secretary of the Board of Directors=
meetings. When the Secretary is absent from any
meeting, the Chairman may appoint any person to
act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the
Corporation and all corporate powers shall be
exercised by or under authority of the Board of
Directors, subject to limitations imposed by
law, the Articles of Incorporation, any
applicable Shareholders= agreement, and these
Bylaws.
2.10 BOARD COMMITTEESBAUTHORITY TO APPOINT
The Board of Directors may designate an
executive committee and one or more other
committees to conduct the business and affairs
of the Corporation to the extent authorized.
The Board shall have the power at any time to
change the powers and membership of, fill
vacancies in, and dissolve any committee.
Members of any committee shall receive such
compensation as the Board of Directors may from
time to time provide. The designation of any
committee and the delegation of authority
thereto shall not operate to relieve the Board
of Directors, or any member thereof, of any
responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between
the Corporation and any of its Directors (or
any corporation or firm in which any of its
Directors are directly or indirectly
interested) shall be valid for all purposes
notwithstanding the presence of that Director
at the meeting during which the contract or
transaction was authorized, and notwithstanding
the Directors participation in that meeting.
This section shall apply only if the contract
or transaction is just and reasonable to the
Corporation at the time it is authorized and
ratified, the interest of each Director is
known or disclosed to the Board of Directors,
and the Board nevertheless authorizes or
ratifies the contract or transaction by a
majority of the disinterested Directors
present. Each interested Director is to be
counted in determining whether a quorum is
present, but shall not vote and shall not be
counted in calculating the majority necessary
to carry the vote. This section shall not be
construed to invalidate contracts or
transactions that would be valid in its
absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this
Corporation shall be two. No Director need be a
resident of Nevada or a Shareholder. The number
of Directors may be increased or decreased from
time to time by amendment to these Bylaws. Any
decrease in the number of Directors shall not
have the effect of shortening the tenure which
any incumbent Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office
until their successors are elected and
qualified. Election for all Director positions,
vacant or not vacant, shall occur at each
annual meeting of the Shareholders and may be
held at any special meeting of Shareholders
called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any
individual Director may be removed from office
by a vote of Shareholders holding a majority of
the outstanding shares entitled to vote at an
election of Directors. However, if less than
the entire Board is to be removed, no one of
the Directors may be removed if the votes cast
against his removal would be sufficient to
elect him if then cumulatively voted at an
election of the entire Board of Directors. No
director may be so removed except at an
election of the class of Directors of which he
is a part. If any or all Directors are so
removed, new Directors may be elected at the
same meeting. Whenever a class or series of
shares is entitled to elect one or more
Directors under authority granted by the
Articles of Incorporation, the provisions of
this Paragraph apply to the vote of that class
or series and not to the vote of the
outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall
exist upon the occurrence of any of the
following events: (a) the death, resignation,
or removal of any Director; (b) an increase in
the authorized number of Directors; or (c) the
failure of the Shareholders to elect the full
authorized number of Directors to be voted for
at any annual, regular, or special
Shareholders= meeting at which any Director is
to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may
declare vacant the office of a Director if the
Director: (a) is adjudged incompetent by a
court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to
accept the office of Director, in writing or by
attending a meeting of the Board of Directors,
within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an
increase in the number of Directors may be
filled temporarily by majority vote of the
remaining Directors, though less than a quorum,
or by a sole remaining Director. Each Director
so elected shall hold office until a qualified
successor is elected at a Shareholders=
meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors,
including those caused by an increase in the
number of Directors shall be filled by the
Shareholders at the next annual meeting or at a
special meeting called for that purpose. Upon
the resignation of a Director tendered to take
effect at a future time, the Board or the
Shareholders may elect a successor to take
office when the resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation
for their services as Directors as shall be
determined from time to time by resolution of
the Board. Any Director may serve the
Corporation in any other capacity as an
officer, agent, employee, or otherwise, and
receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the
Corporation to pay or reimburse any present or
former Director or officer of the Corporation
any costs or expenses actually and necessarily
incurred by that officer in any action, suit,
or proceeding to which the officer is made a
party by reason of holding that position,
provided, however, that no officer shall
receive such indemnification if finally
adjudicated therein to be liable for negligence
or misconduct in office. This indemnification
shall extend to good-faith expenditures
incurred in anticipation of threatened or
proposed litigation. The Board of Directors may
in proper cases, extend the indemnification to
cover the good-faith settlement of any such
action, suit, or proceeding, whether formally
instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND
EMPLOYEES
The Corporation may purchase and maintain
insurance on behalf of any Director, officer,
employee, or agent of the Corporation, or on
behalf of any person serving at the request of
the Corporation as a Director, officer,
employee, or agent of another corporation,
partnership, joint venture, trust, or other
enterprise, against any liability asserted
against that person and incurred by that person
in any such corporation, whether or not the
Corporation has the power to indemnify that
person against liability for any of those acts.
ARTICLE THREEBSHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting
of the Shareholders under any provision of the
Nevada Business Corporation Act may be taken
without a meeting if authorized by a consent or
waiver filed with the Secretary of the
Corporation and signed by a the shareholders of
a majority of the shares which would be
entitled to vote on that action at a
Shareholders' meeting. Each such signed consent
or waiver, or a true copy thereof, shall be
placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required
by these Bylaws and by the Business Corporation
Act, Shareholders may participate in and hold a
meeting by means of conference call or similar
communication by which all persons
participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such meeting,
except participation for the express purpose of
objecting to the transaction of any business on
the ground that the meeting is not lawfully
called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at
the business office of the Corporation, or at
such other place within or without the State of
Nevada as may be designated by the Board of
Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the
officer or persons calling a Shareholders'
Meeting. shall give notice, or cause it to be
given, in writing to each Director and to each
Shareholder entitled to vote at the meeting at
least ten (10) but not more than sixty (60)
days before the date of the meeting. Such
notice shall state the place, day, and hour of
the meeting, and, in case of a special meeting,
the purpose or purposes for which the meeting
is called. Such written notice may be given
personally, by mail, or by other means. Such
notice shall be addressed to each recipient at
such address as appears on the Books of the
Corporation or as the recipient has given to
the Corporation for the purpose of notice.
Meetings provided for in these Bylaws shall not
be invalid for lack of notice if all persons
entitled to notice consent to the meeting in
writing or are present at the meeting in person
or by proxy and do not object to the notice
given, Consent may be given either before or
after the meeting. Notice of the reconvening of
an adjourned meeting is not necessary unless
the meeting is adjourned more than thirty days
past the date stated in the notice, in which
case notice of the adjourned meeting shall be
given as in the case of any special meeting.
Notice may be waived by written waivers signed
either before or after the meeting by all
persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty
(60), days before each Shareholders' meeting,
the officer or agent having charge of the
Corporation's share transfer books shall make a
complete list of the Shareholders entitled to
vote at that meeting or any adjournment
thereof, arranged in alphabetical order, with
the address and the number of shares held by
each. The list shall be kept on file at the
Registered Office of the Corporation for at
least ten (10) days prior to the meeting, and
shall be subject to inspection by any Director,
officer, or Shareholder at any time during
usual business hours. The list shall also be
produced and kept open at the time and place of
the meeting and shall be subject, during the
whole time of the meeting, to the inspection of
any Shareholder. The original share transfer
books shall be prima facie evidence as to the
Shareholders entitled to examine such list or
transfer books or to vote at any meeting of
Shareholders. However, failure to prepare and
to make the list available in the manner
provided above shall not affect the validity of
any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of
class, shall be entitled to one (1) vote on
each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the
voting rights of the shares of any class or
classes are limited or denied pursuant to the
Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing
by the Shareholder, or by the Shareholder's
duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the
Articles of Incorporation, every Shareholder
entitled to vote at any election of Directors
may cumulate votes. For this purpose, each
Shareholder shall have a number of votes equal
to the number of Directors to be elected
multiplied by the number of votes to which the
Shareholder's shares are entitled. The
Shareholder may cast all these votes for one
candidate or may distribute the votes among any
number of candidates. The candidates receiving
the highest number of votes are elected, up to
the number of vacancies to be filled. No
Shareholder may cumulate votes unless that
Shareholder gives written notice of his or her
intention to do so to the Secretary of the
Corporation on or before the day preceding the
election at which the votes will be cumulated.
If any Shareholder gives written notice as
provided above, all Shareholders may cumulate
their votes.
3.08 PROXIES
A Shareholder may vote either in person or
by proxy executed in writing by the Shareholder
or his or her duly authorized attorney in fact.
Unless otherwise provided in the proxy or by
law, each proxy shall be revocable and shall
not be valid after eleven (11) months from the
date of its execution.
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on,
the presence (in person or by proxy) of the
persons who are entitled to vote a majority of
the outstanding voting shares on that matter
shall constitute the quorum necessary for the
consideration of the matter at a Shareholders'
meeting. The vote of the holders of a majority
of the shares entitled to vote on the matter
and represented at a meeting at which a quorum
is present shall be the act of the
Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF
QUORUM
No business may be transacted in the
absence of a quorum, or upon the withdrawal of
enough Shareholders to leave less than a
quorum, other than to adjourn the meeting from
time to time by the vote of a majority of the
shares represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by
ballot unless a Shareholder demands election by
ballot before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be
chaired by the President, or, in the
President's absence, a Vice President
designated by the President, or, in the absence
of such designation, any other person chosen by
a majority of the Shareholders of the
Corporation present in person or by proxy and
entitled to vote. The Secretary of the
Corporation, or, in the Secretary's absence, an
Assistant Secretary, shall act as Secretary of
all meetings of the Shareholders. In the
absence of the Secretary or Assistant
Secretary, the Chairman shall appoint another
person to act as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual
meeting of the Shareholders of the Corporation,
for the purpose of electing Directors and for
the transaction of any other business as may
come before the meeting, shall be set from time
to time by a majority vote of the Board of
Directors. If the day fixed for the annual
meeting shall be on a legal holiday in the
State of Nevada, such meeting shall be held on
the next succeeding business day. If the
election of Directors is not held on the day
thus designated for any annual meeting, or at
any adjournment thereof, the Board of Directors
shall cause the election to be held at a
special meeting of the Shareholders as soon
thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual
Shareholders' Meeting is not held, any
Shareholder may apply to a court of competent
jurisdiction in the county in which the
principal office of the Corporation is located
for a summary order that an annual meeting be
held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be
called at any time by. (a) the President; (b)
the Board of Directors; or (c) one or more
Shareholders holding in the aggregate one-tenth
or more of all the shares entitled to vote at
the meeting. Such meeting may be called for any
purpose. The party calling the meeting may do
so only by written request sent by registered
mail or delivered in person to the President or
Secretary. The officer receiving the written
request shall within ten (10) days from the
date of its receipt cause notice of the meeting
to be sent to all the Shareholders entitled to
vote at such a meeting. If the officer does not
give notice of the meeting within ten (10) days
after the date of receipt of the written
request, the person or persons calling the
meeting may fix the time of the meeting and
give the notice. The notice shall be sent
pursuant to Section 3.04 of these Bylaws. The
notice of a special Shareholders' meeting must
state the purpose or purposes of the meeting
and, absent consent of every Shareholder to the
specific action taken, shall be limited to
purposes plainly stated in the notice,
notwithstanding other provisions herein.
ARTICLE FOURBOFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a
President and a Secretary, as required by law.
The Corporation may also have, at the
discretion of the Board of Directors, a
Chairman of the Board, one or more Vice
Presidents, a Treasurer, one or more Assistant
Secretaries, and one or more Assistant
Treasurers. Any two or more offices, including
President and Secretary, may be held by one
person. All officers shall be elected by and
hold office at the pleasure of the Board of
Directors, which shall fix the compensation and
tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an
officer, shall, if present, preside at the
meetings of the Board of Directors and exercise
and perform such other powers and duties as may
from time to time be assigned to the Chairman
by the Board of Directors or prescribed by
these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if
any, as may be given to the Chairman, if there
is one, by the Board of Directors, the
President shall be the chief executive officer
of the Corporation and shall, subject to the
control of the Board of Directors, have general
supervisionr direction, and control of the
business and officers of the Corporation. The
President shall have the general powers and
duties of management usually vested in the
office of President of a corporation; shall
have such other powers and duties as may be
prescribed by the Board of Directors or the
Bylaws; and shall be ex officio a member of all
standing committees, including the executive
committee, if any. In addition, the President
shall preside at all meetings of the
Shareholders and in the absence of the
Chairman, or if there is no Chairman, at all
meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers
and perform such duties as from time to time
may be prescribed by these Bylaws, by the Board
of Directors, or by the President. In the
absence or disability of the President, the
senior or duly appointed Vice President, if
any, shall perform all the duties of the
President, pending action by the Board of
Directors when so acting, such Vice President
shall have all the powers of, and be subject to
all the restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
29. See that all notices are duly given in
accordance with the provisions of these Bylaws
and as required by law. In case of the absence
or disability of the Secretary. or the
Secretary's refusal or neglect to act, notice
may be given and served by an Assistant
Secretary or by the Chairman, the President,
any Vice President, or by the Board of
Directors.
30. Keep the minutes of corporate meetings,
and the Corporate Record Book, as set out in
Section 7.01 hereof.
31. Maintain, in the Corporate Record Book, a
record of all share certificates issued or
canceled and all shares of the Corporation
canceled or transferred.
32. Be custodian of the Corporation's records
and of any seal which the Corporation may from
time to time adopt. when the Corporation
exercises its right to use a seal, the
Secretary shall see that the seal is embossed
on all share certificates prior to their
issuance and on all documents authorized to be
executed under seal in accordance with the
provisions of these Bylaws.
33. In general, perform all duties incident to
the office of Secretary, and such other duties
as from time to time may be required by
Sections 7.01, 7.02, and 7.03 of these Bylaws,
by these Bylaws generally, by the Board of
Directors, or by the President.
4.01(e) TREASURER
The Treasurer shall:
20. Have charge and custody of, and be
responsible for, all funds and securities of
the Corporation, and deposit all funds in the
name of the Corporation in those banks, trust
companies, or other depositories that shall be
selected by the Board of Directors.
21. Receive, and give receipt for, monies due
and payable to the Corporation.
22. Disburse or cause to be disbursed the
funds of the Corporation as may be directed by
the Board of Directors, taking proper vouchers
for those disbursements.
23. If required by the Board of Directors or
the President, give to the Corporation a bond
to assure the faithful performance of the
duties of the Treasurer's office and the
restoration to the Corporation of all corporate
books, papers, vouchers, money, and other
property of whatever kind in the Treasurer's
possession or control, in case of the
Treasurer=s death, resignation, retirement, or
removal from office. Any such bond shall be in
a sum satisfactory to the Board of Directors,
with one or more sureties or a surety company
satisfactory to the Board of Directors.
24. In general, perform all the duties
incident to the office of Treasurer and such
other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and
7.05 of these Bylaws, by these Bylaws
generally, by the Board of Directors, or by the
President.
4.01(f) ASSISTANT SECRETARY AND
ASSISTANT TREASURER
The Assistant Secretary or Assistant
Treasurer shall have such powers and perform
such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or
President may prescribe. In case of the absence
of the Secretary or Treasurer, the senior
Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions
of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or
without cause, by vote of a majority of the
Directors at any regular or special meeting of
the Board, or, except in case of an officer
chosen by the Board of Directors, by any
committee or officer upon whom that power of
removal may be conferred by the Board of
Directors. Such removal shall be without
prejudice to the contract rights, if any, of
the person removed. Any officer may resign at
any time by giving written notice to the Board
of Directors, the President, or the Secretary
of the Corporation. Any resignation shall take
effect on the date of the receipt of that
notice or at any later time specified therein,
and, unless otherwise specified therein, the
acceptance of that resignation shall not be
necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring
in any office of the Corporation, by reason
of death, resignation, removal, or otherwise,
the Board of Directors may elect an acting
successor to hold office for the unexpired term
or until a permanent successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be
fixed from time to time by the Board of
Directors, and no officer shall be prevented
from receiving a salary by reason of the fact
that the officer is also a Shareholder or a
Director of the Corporation, or both.
ARTICLE FIVE
AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for
the execution of instruments. The Board of
Directors, except as otherwise provided in
these Bylaws, may additionally authorize any
officer or officers, agent or agents, to enter
into any contract or execute and deliver any
instrument in the name of and on behalf of the
Corporation, and such authority may be general
or confined to specific instances. Unless
expressly authorized by these Bylaws or the
Board of Directors, no officer, agent, or
employee shall have any power or authority to
bind the Corporation by any contract or
engagement nor to pledge its credit nor to
render it pecuniarily liable for any purpose or
in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation,
promissory notes, deeds, deeds of trust,
mortgages, pledges, and other evidences of
indebtedness of the Corporation, other
corporate documents, and certificates of
ownership of liquid assets held by the
Corporation shall be signed or endorsed by the
President or any Vice President and by the
Secretary or the Treasurer, unless otherwise
specifically determined by the Board of
Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more
classes or series of shares, or both. Any of
these classes or series may have full, limited,
or no voting rights, and may have such other
preferences, rights, privileges, and
restrictions as are stated or authorized in the
Articles of Incorporation. All shares of any
one class shall have the same voting,
conversion, redemption, and other rights,
preferences, privileges, and restrictions,
unless the class is divided into series, If a
class is divided into series, all the shares of
any one series shall have the same voting,
conversion, redemption, and other. rights,
preferences, privileges, and restrictions.
There shall always be a class or series of
shares outstanding that has complete voting
rights except as limited or restricted by
voting rights conferred on some other class or
series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates
representing shares may be issued by the
Corporation until the full amount of the
consideration has been received. When the
consideration has been paid to the Corporation,
the shares shall be deemed to have been issued
and the certificate representing the shares
shall be issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such
consideration as may be fixed from time to time
by the Board of Directors, but not less than
the par value stated in the Articles of
Incorporation. The consideration paid for the
issuance of shares shall consist of money paid,
labor done, or property actually received, and
neither promissory notes nor the promise of
future services shall constitute payment nor
partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be
issued until the former certificate for the
shares represented thereby shall have been
surrendered and canceled, except that
replacements for lost or destroyed certificates
may be issued, upon such terms, conditions, and
guarantees as the Board may see fit to impose,
including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by
the officer(s) designated by the Board of
Directors. The signatures of the foregoing
officers may be facsimiles. If the officer who
has signed or whose facsimile signature has
been placed on the certificate has ceased to be
such officer before the certificate issued, the
certificate may be issued by the Corporation
with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or
more transfer agents or transfer clerks, and
one or more registrars, at such times and
places as the requirements of the Corporation
may necessitate and the Board of Directors may
designate. Each registrar appointed, if any,
shall be an incorporated bank or trust company,
either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock
stand on the books of the Corporation shall be
deemed the owner thereof as regards the
Corporation, provided that whenever any
transfer of shares shall be made for collateral
security, and not absolutely, and prior written
notice thereof shall be given to the Secretary
of the Corporation, or to its transfer agent,
if any, such fact shall be stated in the entry
of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and
there is reasonable doubt as to the right of
the person seeking the transfer, the
Corporation or its transfer agent, before
recording the transfer of the shares on its
books or issuing any certificate therefor, may
require from the person seeking the transfer
reasonable proof of that person's right to the
transfer. If there remains a reasonable doubt
of the right to the transfer, the Corporation
may refuse a transfer unless the person gives
adequate security or a bond of indemnity
executed by a corporate surety or by two
individual sureties satisfactory to the
Corporation as to form, amount, and
responsibility of sureties. The bond shall be
conditioned to protect the Corporation, its
officers, transfer agents, and registrars, or
any of them, against any loss, damage, expense,
or other liability for the transfer or the
issuance of a new certificate for shares.
ARTICLE SEVENBCORPORATE RECORDS AND
ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the
principal office, or such other place as the
Board of Directors may order, a book recording
the minutes of all meetings of its Shareholders
and Directors, with the time and place of each
meeting, whether such meeting was regular or
special, a copy of the notice given of such
meeting, or of the written waiver thereof, and,
if it is a special meeting, how the meeting was
authorized. The record book shall further show
the number of shares present or represented at
Shareholders' meetings, and the names of those
present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the
principal office, or at the office of the
transfer agent, a share register showing the
names of the Shareholders, their addresses, the
number and class of shares issued to each, the
number and date of issuance of each certificate
issued for such shares, and the number and date
of cancellation of every certificate
surrendered for cancellation. The above
information may be kept on an information
storage device such as a computer, provided
that the device is capable of reproducing the
information in clearly legible form. If the
Corporation is taxed under Internal Revenue
Code Section 1244 or Subchapter S, the Officer
issuing shares shall maintain the appropriate
requirements regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time
adopt, prescribe the use of, or discontinue the
use of, such corporate seal as it deems
desirable, and the appropriate officers shall
cause such seal to be affixed to such
certificates and documents as the Board of
Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and
adequate accounts of its properties and
business transactions, including accounts of
its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus,
and shares. The corporate bookkeeping
procedures shall conform to accepted accounting
practices for the Corporation's business or
businesses. subject to the foregoing, The chart
of financial accounts shall be taken from, and
designed to facilitate preparation of, current
corporate tax returns. Any surplus, including
earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital,
shall be classed by source and shown in a
separate account. If the Corporation is taxed
under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents
maintaining the books of account shall maintain
the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to
examine the Corporation's books or records may
be required to first sign an affidavit that the
demanding party will not directly or indirectly
participate in reselling the information and
will keep it confidential other than in use for
proper purposes reasonably related to the
Director's or Shareholder's role. A Director
who insists on examining the records while
refusing to sign this affidavit thereby resigns
as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall
be as determined by the Board of Directors and
approved by the Internal Revenue Service. The
Treasurer shall forthwith arrange a
consultation with the Corporation's tax
advisers to determine whether the Corporation
is to have a fiscal year other than the
calendar year. If so, the Treasurer shall file
an election with the Internal Revenue Service
as early as possible, and all correspondence
with the IRS, including the application for the
Corporation's Employer Identification Number,
shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these
Bylaws may be waived by execution of a written
waiver of notice executed by the person
entitled to the notice. The waiver may be
signed before or after the meeting.
