UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934
INTERFACE E.COM, INC.
(Name of small business issuer as specified in its charter)
Nevada 88-0430739
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
#133-11121 Horseshoe Way
Richmond BC V7A 5G7
(Address, including postal code, of registrant's principal
executive offices)
(604)837-6238
(Telephone number, including area code)
Securities to be registered under Section 12 (b)
of the Exchange Act: None
Securities to be registered under Section 12 (g)
of the Exchange Act: Common Stock, par value $0.001 per share
<PAGE>
TABLE OF CONTENTS
ITEM
PART I
NOTE REGARDING FORWARD LOOKING STATEMENTS
ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS PLAN OF
OPERATION
ITEM 3. DESCRIPTION OF THE PROPERTY
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
ITEM 6. EXECUTIVE COMPENSATION
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 8. DESCRIPTION OF SECURITIES
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
ITEM 2. LEGAL PROCEEDINGS
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 6. GENERAL - YEAR 2000 ISSUES
PART F/S
INDEX TO FINANCIAL STATEMENTS
PART III
ITEM 1. INDEX TO EXHIBITS
<PAGE>
PART I
NOTE REGARDING FORWARD LOOKING STATEMENTS
Except for statements of historical fact, certain information
contained herein constitutes "forward-looking statements"
including such statements containing the words "believes",
"anticipates", "intends", expects", and words of similar import,
as well as all projections of future results. Such forward-
looking statements involve known and unknown risks, uncertainties,
and other factors, which may cause the actual results or
achievements of the Company to be materially different from any
future results or achievements of the Company expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to the following: the Company's limited
operating history, competition, management of growth and
integration, dependence on key personnel, marketing relationships,
and third-party suppliers, and other risks and uncertainties
described under "Description of Business - Risk Factors" in
this Form 10-SB.
Interface E.com (the "Company") is voluntarily filing this Form
10-SB registration statement in order to make information
concerning its business plan, including financials, as required
by the Securities and Exchange Commission ("SEC") available to the
public and its existing and potential investors. The Company
intends to continue to file the interim and periodic reports as
required under the Exchange Act of 1934, as amended ("Exchange Act"),
in order to stay in compliance with the listing requirements and
those of the SEC for reporting companies and publicly traded
securities. It is Management's intent for the Company to be listed
for trading on the OTC Electronic Bulletin Board. Under the current
NASD rules, in order to become listed on the OTC Electronic Bulletin
Board, a company now must be a reporting company under the Securities
Act of 1934.
The Company's common stock, as of September 1, 1999, is listed on the
OTC "Pink Sheets" (MRD199915339) pursuant to NASD Rule 6740 and Rule
15c2-11 under the Security and Exchange Act of 1934. The ticker symbol
for the common stock is IFCM.
The Company's registered address is 711 South Carson St. Suite 4,
Carson City, Nevada 89701. The principal executive offices are
located at #133-11121 Horseshoe Way, Richmond, BC V7A 567, and the
phone number at that address is (604) 837-6238.
ITEM 1. DESCRIPTION OF BUSINESS
Business of the Issuer
Interface E.com (the "Company") was incorporated in the State of
Nevada on March 30, 1999, for the purpose of providing internet
electronic commerce ("E-commerce") consulting services to small
and medium size businesses.
The Company is authorized to issue up to 25,000,000 (twenty five
million) common shares, par value $0.001.
There have been no bankruptcy, receiverships, or similar
proceedings by or against the Company. There has been no
material reclassification, merger, consolidation, or purchase
or sale of any significant asset(s).
Business Development
Though in its developmental stage, the Company has refined a
business model that will provide a combination of consulting
and related services to small and medium size businesses enabling
them to effectively engage in E-commerce. The Company will also
design and implement electronic commerce applications for their
customers' Internet web-sites, with the primary focus being online
shopping and business-to-business trade via the Internet. The
Company has based its business model on the belief that E-commerce,
via the Internet, has reached a stage at which both suppliers and
buyers are equipped to execute transactions on-line, on a consistent
basis, with the volume necessary to conduct a viable business
environment. In addition, the market has produced hardware and
application software that now allows users to conduct E-commerce
transactions with relative ease while importantly maintaining
effective measures of security. The Company believes consumers
have been adequately educated to navigate the World-Wide-Web
(Internet) and now, in general, feel comfortable shopping on-line
for a wide variety of goods and services. These developments have
opened the door for businesses, including this Company, to begin
plying their trade via the Internet. Therein lies the strategic
focus of the Company's business model.
As businesses continue to demand high quality E-commerce platforms
for Internet sales, it is expected that the future demand for
E-commerce specialists will rapidly increase. At present, the
Company believes there is an open market for E-commerce specialists,
such as this Company, who possess the abilities and resources
necessary to provide small to medium size businesses, effective
Internet interfacing for E-commerce solutions. An effective
E-commerce specialist must have experience and direct access or
support in three Internet related areas: (1) Internet service
providers, (2) Web-site hosting and/or virtual hosting, and
(3) Web-page design and construction. In addition, the E-commerce
specialist must be able to provide the businesses secure electronic
transactions for effective trade of their goods and services.
The business model of the Company provides a specialized E-commerce
team comprised of experienced Internet/software/hardware specialists
and consultants that will be able to provide small and medium size
businesses a wide range of effective and fully functional E-commerce
solutions.
The Company's services are expected to include:
1. Complete design, construction, and/or enhancement of virtual web
pages.
2. Virtual web page hosting for each of the businesses.
3. Combination of virtual web page construction and hosting operations
that create an effective electronic commerce platform.
4. Continue the business relationship with each client by providing
updates, edits, refitting, and promoting product lines, as well as
continued expanding services as the clients business grows, or
changes in E-commerce occur.
As different industries and businesses may require different levels of
assistance, the Company plans to maintain its focus on customer service
with each client on an individual basis. In providing its host of
E-commerce services to small and medium size businesses, the Company
will specifically focus on the clients' industry requirements and take
into account Internet law/regulations, privacy and general security on
the Internet, secure transactions, and digital authentication, as well
as Internet marketing concepts and strategies.
Within its business model, the Company has developed a three-phase plan
for marketing fully functional E-commerce solutions for Internet sales
to small to medium size companies looking to sell their products and/or
services over the Internet. In its first phase of marketing, the Company
will focus on defined markets within the Northwestern United States and
Southwestern Canada. The Company believes that by staying in defined
areas, while in the first phase of marketing, it will increase the
potential to build up a loyal clientele. In addition, it will allow
the Company to create a strong reputation by providing personal and
accessible service to each business, thereby further promoting the
Company's success. The Company will be able to better gauge advertising
success by initially operating within these defined areas. The second
phase of marketing will likely include advertising and promotion to
expand throughout the Northwestern United States and Southwestern
Canada region. If, and when, it becomes successful with its second
phase of marketing, the Company may initiate the third phase of
marketing sales that will look to expand its presence across North
America, Canada, and even possibly into international sales.
The specific sales targets of the Company's marketing campaign will
include small to medium size businesses within the following sectors;
retail goods and services, light industry (for order placements and
confirmations), industry support services (i.e. travel insurance,
real estate tracking, trade services) as well as Internet
advertisement providers. The Company believes targeting this market
will be beneficial since the majority of the potential client base
(small to medium size companies) have already identified the need for
E-commerce solutions, but for a variety of reasons have not set up
their company on the Internet, or have only at most set up a web-page,
but have little else. Throughout its marketing campaign, the Company
will focus on potential clients that have an understanding or are
willing to learn more about the potential the Internet can provide.
Marketing the cost of providing an E-commerce solution to potential
clients, within the targeted market, will be accomplished by examining
earnings potential with fully functional E-commerce operations as
provided by the Company and the investment required by the client
to render the services.
To date the Company has no new announcements of products or services.
Competition directly impacting the Company's business model may include,
but not be limited to, companies already established as computer
consulting firms, Internet service providers, web designers and hosting
companies, as well as independent software consultants and engineers.
Some of the largest competitors in the industry include the likes of
Amazon.com, Broadvision, Inc., Sterling Commerce, Harbinger Corp.,
Microsoft, Peoplesoft, and USWeb Corp. These are only a few of the
companies involved in E-commerce operations, and the Company recognizes
several others that are already established, or are strategically
positioning themselves to enter the marketplace of E-commerce. With
this knowledge, the Company has directed its business model to
effectively market their services to small to medium size businesses,
thereby positioning the Company just below the larger competitors
in the marketplace. The Company believes the strategic advantage
this provides is the ability to promote the Company's business model,
while providing flexibility and personal service no matter what the
client's industry sector or business may be.
The Company does not rely on any one or more raw materials or raw
material suppliers for the normal course of business.
The Company currently does not rely on one or a few customers to
continue business nor does the Company believe such a dependency
shall evolve in the future for the Company.
The Company has no patents, nor is it in the process of trying to
obtain any patents at this time.
The Company is not currently subject to direct federal, state, or
local regulation in the United States other than regulations
applicable to businesses generally or directly applicable to
electronic commerce. However, because the Internet is becoming
increasingly popular, it is possible that a number of laws and
regulations may be adopted in the United States with respect to
the Internet. These laws may cover issues such as user privacy,
freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights,
and information security. Furthermore, the growth of electronic
commerce may prompt calls for more stringent consumer protection
laws. Several states have proposed legislation to limit the use
of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade
Commission has indicated that it may propose legislation on
this issue to Congress in the near future and has initiated
action against at least one online service regarding the manner
in which personal information was collected from users and provided
to third parties. The adoption of such consumer protection laws
could create uncertainty in Internet usage and reduce the demand
for all products and services. The Company does not provide
customer information to third parties and, therefore, does not
anticipate any current or proposed legislation relating to online
privacy to directly affect its activities to a material extent.
The Company is not certain how its business may be affected by
the application of existing laws governing issues such as property
ownership, copyrights, encryption, and other intellectual property
issues, taxation, libel, obscenity, and export or import matters.
The vast majority of those laws were adopted prior to the advent
of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes
in laws intended to address such issues could possibly create
uncertainty in the Internet marketplace. That uncertainty could
reduce demand for the Company's products or services or increase
the cost of doing business as a result of litigation costs or
increased service delivery costs.
Currently, the Company has no employees other than the principals.
However, additional staff will be added, as the success of the
business demands it.
Risk Factors
The business of the Company involves a number of risks and
uncertainties that could cause actual results to differ
materially from results projected in any forward-looking
statement, or statements, made in this report. These risks
and uncertainties include, but are not necessarily limited
to the risks set forth below. The Company's securities are
speculative and investment in the Company's securities involves
a high degree of risk and the possibility that the investor will
suffer the loss of the entire amount invested.
No Operating History; Potential of Increased Expenses.
The Company was organized in 1999, and has no operating history
upon which an evaluation of its business and prospects can be
based.
There can be no assurance that the Company will be profitable
on a quarterly or annual basis. In addition, as the Company
expands its business network and marketing operations it will
likely need to increase its operating expenses, broaden its
customer support capabilities, and increase its administrative
resources.
Possible Need for Additional Financing.
It is possible that revenues from the Company's operations may
not be sufficient to finance its initial operating cost to reach
breakeven. If this were to occur, the Company would need to raise
or find additional capital. While the Company expects to be able
to meet its financial obligations for approximately the next twelve
months, there is no assurance that, after such period, the Company
will be operating profitably. If they are not, there can be no
assurance that any required capital will be obtained on terms
favorable to the Company. Failure to obtain adequate additional
capital on favorable terms could result in significant delays in
the expansion of new services and market share and could even result
in the substantial curtailment of existing operations and services
to clients.
Unpredictability of Future Revenues; Potential Fluctuations in
Quarterly Results.
As a result of the Company's lack of operating history and the
emerging nature of the market in which it competes, the Company
is unable to forecast its revenues accurately. The Company's current
and future expense levels are based largely on its investment/operating
plans and estimates of future revenue and are to a large extent based
on the Company's own estimates. Sales and operating results generally
depend on the volume of, timing of, and ability to obtain customers,
orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.
The Company may be unable to adjust spending in a timely manner to
compensate for any unexpected revenue shortfall or delay. Accordingly,
any significant shortfall or delay in revenue in relation to the
Company's planned expenditures would have an immediate adverse
affect on the Company's business, financial condition, and results
of operations. Further, in response to changes in the competitive
environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse
effect on the Company's business, financial condition, operating
results, and cash flows.
Developing Market; Acceptance of the Internet as a Medium for
Commerce Just Now Being Proven.
The Company's long-term viability is substantially dependent upon
the continued widespread acceptance and use of the Internet as a
medium for business commerce, in terms of the sales of both
products and services to businesses and individuals. The use
of the Internet as a means of business sales and commerce is
has only recently reached a point where many companies are
making reasonable profits from their endeavors therein, and
there can be no assurance that this trend will continue.
The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount
of traffic. There can be no assurance that the Internet
infrastructure will continue to be able to support the demands
placed on it by this continued growth. In addition, delays in
the development or adoption of new standards and protocols to
handle increased levels of Internet activity or increased
governmental regulation could slow or stop the growth of the
Internet as a viable medium for business commerce. Moreover,
critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of
service) remain unresolved and may adversely affect the growth
of Internet use or the attractiveness of its use for business
commerce.
The failure of the necessary infrastructure to further develop
in a timely manner, or the failure of the Internet to continue
to develop rapidly as a valid medium for business would have a
material adverse effect on the Company's business, financial
condition, operating results, and cash flows.
Unproven Acceptance of the Company's Services and/or Products.
The Company is still in its development stage. As a result, it
does not know with any certainty whether its services and/or
products will be accepted within the business marketplace. If
the Company's services and/or products prove to be unsuccessful
within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's
financial condition, operating results, and cash flows.
Dependence on Key Personnel.
The Company's performance and operating results are substantially
dependent on the continued service and performance of its officer
and directors. The Company intends to hire additional technical,
sales, and other personnel as they move forward with their business
model. Competition for such personnel is intense, and there can be
no assurance that the Company can retain its key technical employees,
or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of
the services of any of the Company's key employees or the inability
to attract and retain the necessary technical, sales, and other
personnel could have a material adverse effect upon the Company's
business, financial condition, operating results, and cash flows.
The Company does not currently maintain "key man" insurance for
any of its key employees.
Liability for Information Displayed on the Company's Internet
Web Sites.
The Company may be subjected to claims for defamation, negligence,
copyright, or trademark infringement and various other claims
relating to the nature and content of materials it publishes on
its Internet Web site, or those set up for its clients. These
types of claims have been brought, sometimes successfully,
against online businesses in the past. The Company could also
face claims based on the content that is accessible from its own,
or its clients', Internet Web sites through links to other Web
sites.
Dependence on Continued Growth in Use of the Internet.
The success of the Company's business depends, in part, on continued
acceptance and growth in the use of the Internet for business
commerce and would suffer if Internet usage does not continue to grow.
Internet usage may be inhibited for a number of reasons, such as:
- Inadequate network infrastructure.
- Security concerns.
- Inconsistent quality of service.
- Disruptions resulting from the inability of computer systems
to recognize the year 2000.
- Lack of available cost-effective, high-speed service.
- The adoption of new standards or protocols for the Internet.
- Changes or increases in government regulation.
Online companies have experienced interruptions in their services as
a result of outages and other delays occurring due to problems with
the Internet network infrastructure, disruptions in Internet access
provided by third-party providers or failure of third party providers
to handle higher volumes of user traffic. If Internet usage grows, the
Internet infrastructure or third-party service providers may be unable
to support the increased demands which may result in a decline of
performance, reliability or ability to access the Internet. If outages
or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-sites, could grow more slowly or
decline.
Reliance on Other Third Parties.
The Company's and its clients' operations may depend, to a significant
degree, on a number of other third parties, including but not limited
to ISPs. The Company has no effective control over these third parties
and no long-term contractual relationships with any of them. From time
to time, the Company and/or its clients could experience temporary
interruptions in their Internet Web-site connections and related
communications access. Continuous or prolonged interruptions in the
Internet Web-site connections or communications access would have a
material adverse effect on the Company's business, financial condition
and results of operations. Most agreements with ISPs place certain
limits on a company's ability to obtain damages from the service
providers for failure to maintain the company's connection to the
Internet.
Competition.
The E-commerce solutions market in which the Company will operate is
very competitive. Many competitors have substantially greater,
financial, technical, marketing, and distribution resources than
the Company.
In the all its markets, the Company competes against a large number
of companies of varying sizes and resources. There are an increasing
number of competitive services and products offered by a growing
number of companies. Increased competition in any service or product
area may result in a loss of a client, reduction in sales revenue, or
additional price competition, any of which could have a material
adverse effect on the Company's operating results. In addition,
existing competitors may continue to broaden their service and/or
product lines and other potential competitors may enter or increase
their presence in the E-commerce, resulting in greater competition
for the Company.
Most of the Company's current and potential competitors have
substantially longer operating histories, larger customer bases,
greater name and service recognition, and significantly greater
financial, marketing, and other resources than the Company. In
addition, competitors may be acquired by, receive investments from
or enter into other commercial relationships with larger, well-
established and well-financed companies as the use of the Internet
and other online services increases. Many of the Company's competitors
may be able to respond more quickly to changes in customer
preferences/needs, devote greater resources to marketing and
promotional campaigns, adopt more aggressive pricing policies
and devote substantially more resources to Internet site and
systems development than the Company.
It is possible that new competitors or alliances among competitors
may emerge and rapidly acquire market share. Increased competition
may result in reduced operating margins and/or loss of market share,
either of which could materially adversely affect the Company's
business, results of operations and financial condition. There can
be no assurance that the Company will be able to compete successfully
against current or future competitors or alliances of such competitors,
or that competitive pressures faced by the Company will not materially
adversely affect its business, financial condition, operating results
and cash flows.
Risks of Potential Government Regulation and Other Legal
Uncertainties Relating to the Internet.
The Company is not currently subject to direct federal, state, or
local regulation in the United States and Canada other than
regulations applicable to businesses generally or directly
applicable to electronic commerce. However, because the Internet
is becoming increasingly popular, it is possible that a number of
laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of
expression, pricing, content, and quality of products and services,
taxation, advertising, intellectual property rights and information
security. Furthermore, the growth of electronic commerce may prompt
calls for more stringent consumer protection laws. The adoption of
such consumer protection laws could create uncertainty in Internet
usage and reduce the demand for all products and services.
In addition, the Company is not certain how its business may be
affected by the application of existing laws governing issues such
as property ownership, copyrights, encryption, and other intellectual
property issues, taxation, libel, obscenity, and export or import
matters. It is possible that future applications of these laws to
the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of
litigation costs or increased service delivery costs.
Because the Company's services will likely be available over the
Internet in multiple states, and possibly foreign countries, other
jurisdictions may claim that the Company is required to qualify to
do business and pay taxes in each state or foreign country. The
Company's failure to qualify in other jurisdictions when it is
required to do so could subject the Company to penalties and
could restrict the Company's ability to enforce contracts in
those jurisdictions. The application of laws or regulations
from jurisdictions whose laws do not currently apply to the
Company's business may have a material adverse affect on its
business, results of operations and financial condition.
Intellectual Property Rights.
As part of its confidentiality procedures, the Company expects
to enter into nondisclosure and confidentiality agreements with
its key employees, and any consultants and/or business partners
and will limit access to and distribution of its technology,
documentation, and other proprietary information.
Despite the Company's efforts to protect any intellectual property
rights it may have, unauthorized third parties, including competitors,
may from time to time copy or reverse-engineer certain portions of the
Company's technology and use such information to create competitive
services and/or products.
It is possible that the scope, validity, and/or enforceability of
the Company's intellectual property rights could be challenged by
other parties, including competitors. The results of such challenges
before administrative bodies or courts depend on many factors which
cannot be accurately assessed at this time. Unfavorable decisions by
such administrative bodies or courts could have a negative impact on
the Company's intellectual property rights. Any such challenges,
whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or
product delays. If such events should occur, the Company's business,
operating results and financial condition could be materially
adversely affected.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS PLAN OF OPERATION
The Company's Plan of Operation
Plan of Operation
The Company has raised a total of $50,000 in a public offering
pursuant to an exemption provided by Rule 504 of Regulation D,
promulgated under the Securities Act of 1933. Management does
not anticipate or foresee the need raise further capital through
another public offering within the next twelve months.
Result of Operations
There were no revenues from sales for the period from inception
(March 30, 1999) to September 30, 1999. The Company has sustained
a net loss of $17,362, or $(0.01)per share, for the period then ended,
which was due to related start-up costs and fees associated with the
initial stages of implementing the Company's business plan.
Management has projected the use of the available $50,000 raised
in the private placement offering over the next twelve months
to be as follows:
Executive Salaries $ 12,000
Programming and Office Staff 12,000
Office/Warehouse Rent 4,000
Advertising/Internet Marketing 8,000
Server Parking 2,400
Equipment 5,000
Administration and Office Expenses 2,000
Legal and Accounting 2,600
Working Capital 2,000
---------
Total Use of Proceeds $ 50,000
=========
As of September 30, 1999 the Company has directed the use of funds
to date in the following manner:
Bank charges $ 100
Consulting 5,000
Management Fees 3,000
Miscellaneous 487
Professional Fees 7,375
Rent 300
Trust and Filing 1,100
---------
Total Expenses $ 17,362
=========
Total cash available to the Company as of September 30, 1999 is
$34,324, after taking into account Expenses and Revenue for the
period of inception March 30, 1999 to September 30, 1999. A
detailed description of the costs and fees can be found in the
Statement of Operations and Deficit within the audited financial
statements in section F/S of this Registration Statement.
Management believes the Company can sustain its current business
and business model with the present amount of cash for the next
twelve months.
Liquidity and Capital Resources
As of September 30, 1999, the Company had $34,324 cash in the bank.
The proceeds will be used to continue to fund the Company's expenses
that accrue initiating the business model set forth in this
Registration Statement. That portion of the net proceeds not required
for immediate expenditure may be deposited into an interest bearing
account, invested in short-term treasuries, or other investments deemed
prudent by the Company.
ITEM 3. DESCRIPTION OF THE PROPERTY
The Company is currently sharing the office and business premises of
its President, Jon Suk, and his father, Jong Suk, at #133 - 11121
Horseshoe Way, Richmond, BC, V7A 5G7. The business premises are
located in an industrial park and the offices consist of two floors
encompassing a total of 1,300 sq. ft. The Company is paying a
portion of the rent and expenses, which totals approximately $330
per month. There is no lease agreement in place. The premises are
rented on a month to month basis from the Presidents father. His
father has run an established business from the above-mentioned
address since 1992. The Company believes for the short-term that
this office arrangement and configuration is adequate, and will
pose no conflicts for current operations of the Company.
The Company's future plans will likely require additional space
as its business plan progresses. If, and when, this should occur,
the Company will look into possible expansion via "satellite" offices
into target markets that will be able to financially support the
additional office space and manpower required.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Set forth below is a list of those individuals, including any
group, known to be a beneficial owner of more than five percent
of any class of the Company's voting securities:
Name and Amount and
Address of Nature of Percent
Title of Beneficial Beneficial of
Class Owner Owner Class
-------- --------------------- ---------------- -----
Common Jon H. Suk 400,000 Shares 20%
121-12931 Railway Ave.
Richmond, BC Canada
V7E 6M5
Common James Y. S. Suk 400,000 Shares 20%
#804-819 Hamilton St.
Vancouver, BC Canada
V6B 6M2
Common Debashis Roy 200,000 Shares 10%
2100/1026 Panasin Condo
Hua-mak,Ramkhamhaeng Rd.
Bangkok, 10240 Thailand
All Officers and Directors 1,000,000 Shares 50%
(3 Individuals)
There are no outstanding rights for any individual, or group, to
acquire additional Shares from options, warrants, rights, conversion
privilege, or similar obligations. There are no arrangements in
place that would result in a change of control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS.
Each director of the Company is elected by the stockholders to a
term of one (1) year and serves until his or her successor is
elected and qualified. Each officer of the Company is elected by
the Board of Directors to a term of one (1) year and serves until
his or her successor is duly elected and qualified, or until he or
she is removed from office. The Board of Directors has no nominating,
auditing, or compensation committees.
The names, addresses, ages and positions of the present officers and
directors of the Company are set forth below:
Name and Address Age Position
---------------- --- --------
Jon H. Suk 33 President, Treasurer,
121-12931 Railway Avenue and Director
Richmond, BC Canada V7E 6M5
James Y. S. Suk 28 Secretary and
#804-819 Hamilton Street Director
Vancouver, BC Canada V6B 6M2
Debashis Roy 26 Director
2100/1026, Panasin Condo
Hua-mak, Ramkhamhaeng Rd.
Bangkok 10240 Thailand
Note: Jon H. Suk and James Y. S. Suk are brothers.
Each of the persons named above has held his office/position since
the initial meeting of the stockholders of the Company and is
expected to hold said office/position until the next annual
meeting of stockholders.
Background of Officers and Directors.
Jon H. Suk has been President, Treasurer, and a Director of the
Company since its inception. He attended the University of
British Columbia in Vancouver and studied English literature.
In 1989 Mr. Suk devoted his full time to working as a freelance
artist. Starting with airbrush design and desktop publishing he
spent the next three years perfecting his techniques and skills
in the fields of computer graphics and computer systems consulting.
Since May 1993, Mr. Suk assembled the assets from his freelance
business and Computer Synergy Pacific Inc. to create Image Factory
Inc. along with his partner (and brother), James Y. S. Suk. The
initial purpose of Image Factory Inc. was to operate a digital
imaging pre-press studio with graphic design and systems consulting
support. With the five-year goals of Image Factory having now been
achieved, Mr. Suk now seeks to actively expand his involvement further
into web-based E-commerce. Mr. Suk intends to split his time between
Image Factory Inc. and to the business of the Company.
James Y. S. Suk has been the Secretary and Director of the Company
since its inception. He attended the University of British Columbia
in Vancouver and received a Bachelor of Commerce degree with a
specialization in Finance in 1993. During that time he devoted a
full semester to European business studies at the University of
Wales, College of Swansea in Wales, United Kingdom. Since May 1993,
Mr. Suk partnered with his brother, Jon H. Suk, and created Image
Factory Inc. The initial purpose of Image Factory Inc. was to
operate a digital imaging pre-press studio with graphic design
and systems consulting support. Mr. Suk was able to complement
his brother's artistic and computer skills with his own financial,
marketing, and organizational skills. With the five-year goals of
Image Factory being achieved, Mr. Suk now wishes to actively expand
his involvement into information technology including internet
E-commerce and local-area networking. Mr. Suk intends to split his
time between Image Factory Inc. and to the business of the Company.
Debashis Roy has been a Director of the Company since its inception.
He is currently completing his Bachelor of Business Administration,
with a major in International Business Management and a minor in
Marketing, at Assumption University in Bangkok, Thailand. Since
April 1996, Mr. Roy has worked as a self-employed computer consultant
developing web sites for individuals and corporations. During that
time he has continued to develop his knowledge in various PC
environments, different programming languages, and a number of
graphic and desktop publishing programs used in web-site development.
Mr. Roy intends to devote his time as needed to the business of the
Company, with the possibility of his involvement becoming full-time if,
and when, the Company expands its operations into Asia.
None of the Company's officers or directors is currently subject to any
employment agreements with the Company. The Company presently has no
pension, health, annuity, bonus, insurance, stock options, profit
sharing, or similar benefit plans; however, the Company may adopt
such plans in the future, subject to by its Board of Directors.
ITEM 6. EXECUTIVE COMPENSATION
Jon H. Suk the President, Treasurer, and Director and James Y. S. Suk
the Secretary and Director receive nominal salaries of $500 per month.
Debashis Roy will not receive compensation resulting from this private
placement. Once the Company's business plans become successful and the
revenues justify a salary increase, their salaries and other remuneration
will be raised to that comparable to industry standards as determined by
the Board of Directors. In addition at this time the Board of Directors
shall determine if other Officers and/or Directors are eligible for
compensation.
There are no annuity, pension, or retirement benefits proposed to be
paid to Officers, Directors, or employees of the Company in the event of
retirement at normal date pursuant to any presently existing plan
provided or contributed to by the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no actual or proposed transactions to which the Company
was or is to be a party to in which any Director, Executive Officer,
nominee for election as Director, security holder, or any member of the
immediate family of any of the aforementioned had or is to have a direct
or indirect material interest.
ITEM 8. DESCRIPTION OF SECURITIES
Qualification
The following statements constitute brief summaries of the Company's
Articles of Incorporation and By-Laws. Such summaries do not purport
to be fully complete and are qualified in their entirety by reference
to the full text of the Articles of Incorporation and By-Laws of the
Company.
Common Stock
The authorized capital stock of the Company consists of 25,000,000
shares of Common Stock, par value $.001 per share. The holders of Common
Stock (i) have equal ratable rights to dividends from funds legally
available therefor, when, as and if declared by the Board of
Directors of the Company; (ii) are entitled to share ratably in
all of the assets of the Company available for distribution to
holders of Common Stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have preemptive,
subscription, or conversion rights and there are no redemption or
sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on
which stockholders may vote. All shares of Common Stock now
outstanding are fully paid for and non-assessable, and all shares
of Common Stock which are the subject of this Offering, when issued,
will be fully paid for and non-assessable. Reference is made to the
Company's Articles of Incorporation, By-Laws, and the applicable
statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of the Company's securities.
There currently no provisions in the Company's charter or By-Laws
that would delay, defer, or prevent a change in control of the
Company.
The Company will furnish annual financial reports to stockholders,
certified by its independent accountants, and may, in its discretion,
furnish non-audited quarterly financial reports.
Non-Cumulative Voting
The holders of shares of Common Stock of the Company do not have
cumulative voting rights, which means that the holders of more
than 50% of such outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they
so choose, and, in such event, the holders of the remaining shares
will not be able to elect any of the Company's directors.
Cash Dividends
To date, the Company has not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion
of the Board of Directors and will depend upon the earnings, if any,
capital requirements and financial position of the Company, general
economic conditions, and other pertinent conditions. It is the
present intention of the Company not to pay any cash dividends in
the foreseeable future, but rather to reinvest earnings, if any,
in the Company's business.
Preferred Stock and Debt Securities
The Company has not issued nor does it plan to issue in the
foreseeable future any preferred stock or debt securities.
Transfer Agent and Registrar
The Company has appointed Transfer Online of Portland, Oregon as
the Transfer Agent for its securities. They are located at 227
SW Pine Street, Portland, Oregon 97204.
Penny Stock Rules; Possible Inability to Sell in the Secondary
Market. Rule 3a5-1 of the Securities Exchange Act of 1934
(the "Exchange Act") defines a "penny stock" as an equity security
that is not, among other things: a) a reported security (i.e.,
listed on certain national securities exchanges); b) a security
registered or approved for registration and traded on a national
securities exchange that meets certain guidelines, where the trade
is effected through the facilities of that national exchange; c) a
security listed on NASDAQ; d) a security of an issuer that meets
certain minimum financial requirements, i.e., "net tangible assets"
in excess of $2,000,000 (if the issuer has been continuously
operating for less than three years) or $5,000,000 (if the issuer
has been continuously operating for more than three years), or
"average revenue" of at least $6,000,000 for the last three years);
or e) a security with a price of at least $5.00 per share for the
transaction in question or that has a bid quotation (as defined
in the Rule) of at least $5.00 per share. Under Rule 3a5-1, the
Company's Common Stock offered herein falls within the definition
of a "penny stock." Accordingly, trading in the Company's
securities is subject to the requirements of Rule 15g-9 and
Section 15(g) under the Exchange Act. Rule 15g-9 imposes
additional sales practice requirements on broker-dealers who
sell non-exempt securities to persons other than established
customers. For transactions covered by the rule, the broker-
dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the
transaction prior to the sale. Pursuant to Section 15(g) and
related Rules, brokers and/or dealers, prior to effecting a
transaction in a penny stock, will be required to provide
investors with written disclosure documents containing
information concerning various aspects involved in the
market for penny stocks as well as specific information
about the penny stock and the transaction involving the
purchase and sale of that stock (e.g., price quotes and
broker-dealer and associated person compensation). Subsequent
to the transaction, the broker will be required to deliver
monthly or quarterly statements containing specific information
about the penny stock. The foregoing requirements will most
likely negatively affect the ability of purchasers herein to
sell their shares in the secondary market.
Part II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS
The Company's common stock, as of September 1, 1999, was listed
on the "Pink Sheets" pursuant to NASD Rule 6740 and Rule 15c2-11
under the Securities Exchange Act of 1934. The ticker symbol is
IFCM. Equitrade Securities Corporation is the quotation dealer
and provided the request to the OTC Compliance Unit for the right
to quote the Company's common stock on the NQB Pink Sheets.
As of the date of filing this Registration Statement there is no
market for the common stock, including no quoted bid or ask.
The Company intends to have their common stock listed on the over-
the-counter bulletin board (OTC-BB) as soon as all the required
registration and disclosure forms have been filed and approved by
the appropriate agencies.
To date, the Company has issued 2,000,000 shares of its Common Stock.
These include the 1,000,000 shares issued to the founders of the
Company, Jon H. Suk, James Y. S. Suk, and Debashis Roy, and 1,000,000
shares which were purchased and are held by 33 shareholders, none of
which hold more than 5% of the shares outstanding or are related to
the Officers/Directors.
The Company is not subject to outstanding options or warrants to
purchase, nor does it have securities convertible into common equity.
ITEM 2. LEGAL PROCEEDINGS
The Company is not and has not been a party to any legal proceedings,
nor is the Company aware of any disputes that may result in legal
proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has had no changes in and/or disagreements with its
accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
At inception, March 30, 1999, a total of 1,000,000 Rule 144 shares
of Common Stock were sold at their par value of $0.001 per share,
and issued to the Officers and Directors of the Company as
compensation for their organizational and on-going services.
The 1,000,000 shares were issued as follows: Jon H. Suk (President,
Treasurer, and Director) received 400,000 Common Shares; James Y. S.
Suk (Secretary and Director) received 400,000 Common Shares; Debashis
Roy (Director) received 200,000 Common Shares.
During April, 1999, the Company sold and issued a total of 1,000,000
(one million) of its Common Shares to 33 (thirty-three) non-affiliated,
private investors for cash aggregating $50,000 in private sale
transactions. The Shares were sold at a price of $0.05 per Share.
None of these shareholders hold more than 5% of the Shares. These
investors were "accredited" and "non-accredited" individuals who know,
or were made familiar with the Company by those knowing Jon and James Suk,
as well as Debashis Roy. The Company acted on its own behalf in the
underwriting, offering, and sale of these securities. There were no
underwriting discounts or commissions paid. Each investor was provided
with an Offering Circular and had access to all information on the
Company from which to make an informed investment decision pursuant
to an exemption from registration pursuant to Rule 504, Regulation D
of the Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Directors and Officers of the Company are accountable to the
Company as fiduciaries, and consequently must exercise good faith
and integrity in handling its affairs. Section 78.751 of the Nevada
General Corporation Law provides that a corporation organized under
the laws of the State of Nevada has the power to indemnify its
Officers and Directors against expenses incurred by such persons
in connection with any threatened, pending or completed action, suit,
or proceedings, whether civil, criminal, administrative, or
investigative involving such persons in their capacities as officers
and directors, so long as such persons acted in good faith and in
a manner which they reasonably believed to be in the best interests
of the Company.
The By-Laws of the Company provide for indemnification to officers
and directors to the fullest extent permitted under Nevada law;
however, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons, it is the opinion of the Securities and
Exchange Commission that such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
ITEM 6. GENERAL- YEAR 2000 ISSUES
The Company is certain that all aspects of the year 2000 Issue affecting
the Company have been resolved, including computer-related systems within
the Company and with its direct suppliers. Apple Macintosh computers
have been Y2K compliant since their inception. As all internal systems
are Apple-based, as is the Company's off-site web server, exposure to
Y2K-related risks have been minimized. However, secondary suppliers,
not critical to the operation of the Company may not have mitigated their
exposure to risks associated with the Y2K Issue inherent in general
business. It would be extremely difficult to eliminate all exposure to
risk amongst its secondary suppliers, clients, and other parties that may
interact with the Company whom do not have similar computer environments
or have properly executed their respective Y2K compliance efforts.
PART F/S
The following financial statements required by Item 310 of
Regulation S-B are furnished below:
Independent Auditors' Report, dated October 13, 1999.
Balance Sheet as of September 30, 1999.
Statement of Operations and Deficit for the Period from Incorporation
(March 30, 1999) to September 30, 1999.
Statement of Cash Flows for the Period from Incorporation (March 30,
1999) to September 30, 1999.
Statement of Stockholders Equity for the Period from Incorporation
(March 30, 1999) to September 30, 1999.
Notes to Financial Statements.
<PAGE>
AUDITORS' REPORT
To the Shareholders of Interface E.Com, Inc.
We have audited the balance sheet and statement of stockholders' equity
of Interface E.Com, Inc. as of September 30, 1999 and the statements of
operations and cash flows for the period from the date of incorporation
on March 30, 1999 to September 30, 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards in Canada, which are in substantial agreement with those in
the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
of 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.
In our opinion, these financial statements present fairly. In all
material respects, the financial position and stockholders' equity
of the Company as at March 30, 19999 to September 30, 1999 in
accordance with generally accepted accounting principles in the
United States of America.
By: /s/ De Visser and Company
CHARTERED ACCOUNTANTS
Vancouver, British Columbia
October 13, 1999
<PAGE>
INTERFACE E.COM, INC.
BALANCE SHEET
As at September 30, 1999
ASSETS
Current
Cash $ 34,324
=========
LIABILITIES
Current
Accounts Payable $ 400
=========
STOCKHOLDERS' EQUITY
COMMON STOCK
Authorized: 25,000,000 common
shares, par value $0.001 per share
Issued: 2,000,000 common shares $ 2,000
Additional paid-in capital 49,000
Accumulated deficit (17,076)
---------
33,924
---------
$ 34,324
=========
Approved by the Director:
By: /s/ James Suk
---------------------------------------
James Suk, Secretary and Director
See accompanying notes to the financial statements
<PAGE>
INTERFACE E.COM, INC.
STATEMENT OF OPERATIONS AND DEFICIT
For the Period from Incorporation
on March 30, 1999 to September 30, 1999
REVENUE
Interest income $ 286
--------
EXPENSES
Bank charges 100
Consulting 5,000
Management fees 3,000
Miscellaneous 487
Professional fees 7,375
Rent 300
Trust and filing 1,100
--------
17,362
--------
LOSS FOR THE PERIOD $ (17,076)
=========
LOSS PER SHARE $(0.01)
========
See accompanying notes to the financial statements
<PAGE>
INTERFACE E.COM, INC.
STATEMENT OF CASH FLOWS
For the Period from Incorporation
on March 30, 1999 to September 30, 1999
CASH PROVIDED BY (USED FOR):
OPERATING ACTIVIIES
Net loss for the period $ (17,076)
Adjustment to reconcile net loss
To cash provided by operations:
Accounts payable 400
-----------
(16,676)
FINANCING ACTIVITY
Proceeds from the issuance
of common stock 51,000
-----------
NET CASH PROVIDED DURING THE PERIOD 34,324
CASH-BEGINNING OF PERIOD 0
CASH-END OF PERIOD -----------
$ 34,324
===========
See accompanying notes to the financial statements
<PAGE>
INTERFACE E.COM INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the Period Incorporation on March 30, 1999
to September 30, 1999
Total
Common Additional Accumulated Stockholders'
Stock Paid-in Capital Deficit Equity
--------- --------------- ----------- ------------
Share issued $ 2,000 $ 49,000 -- $ 51,000
Net loss -- -- (17,076) (17,076)
--------- --------------- ----------- ------------
Balance
September 30,
1999 $ 2,000 $ 49,000 $ (17,076) $ 33,924
========= =============== =========== ============
See accompanying notes to the financial statements
<PAGE>
INTERFACE E.COM, INC.
NOTES TO THE FINANCIAL STATEMENTS
For the Period from Incorporation
on March 30, 1999 to September 30, 1999
1. THE CORPORATION AND ITS BUSINESS
Interface E.Com, Inc. was incorporated in the State of Nevada,
United States of America on March 30, 1999 under the Nevada Revised
Statutes, Chapter 78, Private Companies.
The Company has offices in Vancouver, British Columbia, Canada. The
Company is presently being organized to engage in any lawful
activity. No going concern business activity had started as of the
date of these financial statements.
2. SUMMARY OF SIGNIFICANT ACCOOUNTING PRINCIPLES
These financial statements have been prepared in the United States of
America Generally Accepted Accounting Principles.
3. SHARE CAPITAL
Authorized
The authorized capital stock consists of 25,000,000 shares of
common stock with par value of $0.001.
Issued
2,000,000 shares of common stock have been issued for $51,000;
1,000,000 shares were issued at $0.001 per share ($1,000); and the
balance of 1,000,000 shares were issued at $0.05 per shares
($50,000).
PART III
ITEM 1. INDEX TO EXHIBITS
EXHIBIT NO.
------------
EX-3.(i) ARTICLES OF INCORPORATION
EX-3.(ii) BY-LAWS
EX-27 FINANCIAL DATA SCHEDULE
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934,
the Registrant caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
INTERFACE E.COM, INC.
Date: November 29, 1999 By: /s/ Jon Suk
----------------- --------------------------------
Jon Suk, President, Treaurer,
and Director
Date: November 29, 1999 By: /s/ James Suk
----------------- -------------------------------
James Suk, Secretary and Director
ARTICLES OF INCORPORATION
OF
INTERFACE E.COM, INC.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: INTERFACE E.COM,
INC.
II. REGISTERED OFFICE: RESIDENT AGENT: The location of the
registered office of this corporation within the State of
Nevada is 711 S. Carson St. Suite 4, Carson City, Nevada
89701; this corporation may maintain an office or offices
in such other place within or without the State of Nevada
as may be from time to time designated by the Board of
Directors or by the By-Laws of the corporation; and this
corporation may conduct all corporation business of every
kind or nature, including the holding of any meetings of
directors or shareholders, inside or outside the State
of Nevada, as well as without the State of Nevada.
The Resident Agent for the corporation shall be Resident
Agents of Nevada, Inc., 711 S. Carson St. Suite 4, Carson
City, Nevada 89701.
III. PURPOSE: The purpose for which this corporation is
formed is: To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total
authorized capital stock of the corporation shall be TWENTY-
FIVE THOUSAND Dollars ($25,000.00), consisting of TWENTY-
FIVE MILLION (25,000,000) shares of Common Stock, par value
$.001 per share.
V. INCORPORATOR: The name and post office address of the
Incorporator signing these Articles of Incorporation is
as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Resident Agents of 711 S. Carson St. Suite 4
Nevada, Inc. Carson City, Nevada 89701
VI. DIRECTORS: The governing board of this corporation shall be
known as directors, and the first Board shall consist of
three (3) directors.
The number of directors may, pursuant to the By-Laws, be
increased or decreased by the Board of Directors, provided
there shall be no less than one (1) nor more than nine (9)
Directors.
The name and post office addresses of the directors
constituting the first Board of Directors is as
follows:
NAME POST OFFICE ADDRESS
---- -------------------
JAMES Y. SUK #804 - 819 Hamilton St.
Vancouver, BC
Canada V6B 6M2
JON H. SUK 121 - 12931 Railway Ave.
Richmond, BC
Canada V7E 6M5
DEBASHIS ROY 2100/1026, Panasin Condo
Hua-mak, Ramkhamhaeng Road
Bangkok 10240 Thailand
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders
thereof, after the amount of the subscription price has
been paid in, shall not be subject to any assessment
whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have perpetual
existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted
in the election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled
to preemptive rights.
XI. LIMITED LIABILITY: No officer or director of the
Corporation shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of
fiduciary duty as an officer or director, except for
liability (I) for any breach of the officer or directors
duty of loyalty to the Corporation or its Stockholders,
(ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of
law, or (iii) for any transaction from which the officer
or director derived any improper personal benefit. If
the Nevada General Corporation Law is amended after the
date of incorporation to authorize corporate action further
eliminating or limiting the personal liability of officers
or directors, then the liability of an officer or director
of the Corporation shall be eliminated or limited to the
fullest extent permitted by the Nevada General Corporation
Law, or amendments thereto. No repeal or modification of
this paragraph shall adversely affect any right or
protection of an officer or director of the Corporation
existing at the time of such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party
or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding),
by reason of the fact that he or she, or a person for whom
he or she is the legal representative, is or was an officer
or director of the Corporation or is or was serving at the
request of the Corporation as an officer or director of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect
to employee benefit plans whether the basis of such
proceeding is alleged action in an official capacity as
an officer or director shall be indemnified and held
harmless by the Corporation to the fullest extent
authorized by the Nevada General Corporation Law, as the
same exists or may hereafter be amended, (but, in the
case of any such amendment, only to the extent that
such amendment permits the Corporation to provide
broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment),
against all expense, liability and loss (including
attorneys fees, judgments, fines, excise taxes or
penalties and amounts to be paid in settlement)
reasonably incurred or suffered by such person in
connection therewith and such indemnification shall
continue as to a person who has ceased to be an
officer or director and shall inure to the benefit
of his or her heirs, executors and administrators;
provided, however, that except as provided herein
with respect to proceedings seeking to enforce rights
to indemnification, the Corporation shall indemnify
any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section
shall be a contract right and shall include the right
to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final
disposition; provided however, that, if the Nevada General
Corporation Law requires the payment of such expenses
incurred by an officer or director in his or her
capacity as an officer or director (and not in any
other capacity in which service was or is rendered
by such person while an officer or director, including,
without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding,
payment shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such officer or director,
to repay all amounts so advanced if it shall ultimately be
determined that such officer or director is not entitled to
be indemnified under the Section or otherwise.
If a claim hereunder is not paid in full by the Corporation
within ninety days after a written claim has been received by
the Corporation, the claimant may, at any time thereafter,
bring suit against the Corporation to recover the unpaid
amount of the claim and, if successful, in whole or in part,
the claimant shall be entitled to be paid the expense of
prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any,
is required, has been tendered to the corporation) that the
claimant has not met the standards of conduct which make it
permissible under the Nevada General Corporation Law for the
Corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel,
or its stockholders) to have made a determination prior to
the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she
has met the applicable standard of conduct set forth in
the Nevada General Corporation Law, nor an actual
determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders)
that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a
presumption that the claimant has not met the applicable
standard of conduct.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive
of any other right which any person may have or hereafter
acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of stockholders or
disinterested directors or otherwise.
The Corporation may maintain insurance, at its expense, to
protect itself and any officer, director, employee or agent
of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the Nevada General
Corporation Law.
The Corporation may, to the extent authorized from time
to time by the Board of Directors, grant rights to
indemnification to any employee or agent of the Corporation
to the fullest extent of the provisions of this Section
with respect to the indemnification and advancement of
expenses of officers and directors of the Corporation or
individuals serving at the request of the Corporation as
an officer, director, employee or agent of another
corporation or of a partnership, joint venture, trust,
or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinafter named
for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, does make
and file these Articles of Incorporation, hereby declaring
and certifying the facts herein stated are true, and,
accordingly, has hereunto set his hand this 30th day of
March, 1999.
By: /s/ Patricia A. Bozin
-----------------------------------
Patricia A. Bozin, Sole Incorporator
for Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF CARSON )
On this 30th day of March, 1999, before me, a Notary Public,
personally appeared Patricia A. Bozin who acknowledged to me
that she executed the above instrument.
By: /s/ Alan Teegardin
----------------------
Alan Teegardin, Notary Public
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Interface E.com, Inc., I, Alan Teegardin on
behalf of Resident Agents of Nevada, Inc., with address at
711 S. Carson St. Suite 4, Carson City, Nevada 89701, hereby
accept the appointment as Resident Agent of the above-entitled
corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above
registered office is 711 S. Carson St. Suite 4, Carson
City, Nevada 89701.
IN WITNESS WHEREOF, I hereunto set my hand this 30th
day of March, 1999.
By: /s/ Alan Teegardin
-------------------------
Alan Teegardin for
Resident Agents of Nevada, Inc.
BYLAWS
OF
INTERFACE E.COM, INC.
ARTICLE 1.
OFFICES
1.1 Business Office
The principal business office ("principal office") of the corporation
shall be located at any place either within or without the state of
Nevada as designated in the corporation's most current Annual Report
filed with the Nevada Secretary of State. The corporation may have
such other offices, either within or without the State of Nevada, as
the Board of Directors may designate or as the business of the
corporation may require from time to time. The corporation shall
maintain at its principal office a copy of certain records, as
specified in Section 2.14 of Article 2.
1.2 Registered Office
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal
office, provided the principal office is located within Nevada.
The address of the registered office may be changed from time to
time by the Board of Directors.
ARTICLE 2.
SHAREHOLDERS
2.1 Annual Shareholder Meeting
The annual meeting of the shareholders shall be held on the 30th
day of March, each year, beginning with the 2000, at the hour of
1 o'clock p.m., or at such other tie on such other day within such
month as shall be fixed by the Board of Directors, for the purpose
of electing directors and for the transaction of such other business
as may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday in the State of Nevada, such
meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day
designated herein for any annual meeting of the shareholders, or
at nay subsequent continuation after adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting
of the shareholders as soon thereafter as convenient.
2.2 Special Shareholder Meetings
Special meetings of the shareholders, for any purpose or purposes
described in the notice of meeting, may be called by the president,
or by the Board of Directors, and shall be called by the president
at the request of the holders of not less than one-tenth of all
outstanding shares of the corporation entitled to vote on any
issue at the meeting.
2.3 Place of Shareholder Meetings
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place for any annual or any
special meeting of the shareholders, unless by written consent,
which may be in the form of waivers of notice or otherwise, all
shareholders entitled to vote at the meeting designate a different
place, either within or without the State of Nevada, as the place
for the holding of such meeting. If no designation is made by
either the Board of Directors or unanimous action of the voting
shareholders, the place of meeting shall be the principal office
of the corporation in the State of Nevada.
2.4 Notice of Shareholder Meetings
(a) Required Notice: Written notice stating the place, day, and
hour of any annual or special shareholder meeting shall be delivered
not less than 10 nor more than 60 days before the date of the meeting,
either personally or by mail, by or at the direction of the president,
the Board of Directors, or other persons calling the meeting, to each
shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the laws of the State of Nevada governing
corporations (the "Act") or the Articles of Incorporation to receive
notice of the meeting. Notice shall be deemed to be effective at the
earlier of: (1) When deposited in the United States mail, addressed to
the shareholder at his address as it appears on the stock transfer books
of the corporation, with postage thereon prepaid; (2) on the date shown
on the return receipt if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the
addressee; (3) when received; or (4) 5 days after deposit in the United
States mail, if mailed postpaid and correctly addressed to an address,
provided in writing by the shareholder, which is different from that
shown in the corporation's current record of shareholders.
(b) Adjourned Meeting: If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new
date, time, and place if the new date, time, and place is announced
at the meeting before adjournment. But if a new record date for the
adjourned meeting is, or must be fixed (see Section 2.5 of this
Article 2) then notice must be given pursuant to the requirements
of paragraph (a) of this Section 2.4, to those persons who are
shareholders as of the new record date.
(c) Waiver of Notice: A shareholder may waive notice of the meeting
(or any notice required by the Act, Articles of Incorporation, or
Bylaws), by a writing signed by the shareholder entitled to the notice,
which is delivered to the corporation (either before or after the date
and time stated in the notice) for inclusion in the minutes of filing
with the corporate records.
A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the
meeting unless the shareholder, at the beginning of the meeting,
objects to holding the meeting or transacting business at the meeting;
and
(2) Waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the
meeting notice, unless the shareholder objects to consideration of
the matter when it is presented.
(d) Contents of Notice: The notice of each special shareholder
meeting shall include a description of the purpose or purposes
for which the meeting is called. Except as provided in this
Section 2.4(d), or as provided in the corporation's articles,
or otherwise in the Act, the notice of an annual shareholder
meeting need not include a description of the purpose or purposes
for which the meeting is called.
If a purpose of any shareholder meeting is to consider either:
(1) a proposed amendment to the Articles of Incorporation
(including any restated articles requiring shareholder approval);
(2) a plan of merger or share exchange; (3) the sale, lease,
exchange or other disposition of all, or substantially all of
the corporation's property; (4) the dissolution of the corporation;
or (5) the removal of a director, the notice must so state and be
accompanied by, respectively, a copy or summary of the: (a) articles
of amendment; (b) plan of merger or share exchange; and
(c) transaction for disposition of all, or substantially all,
of the corporation's property. If the proposed corporate action
creates dissenters' rights, as provided in the Act, the dissenters'
rights, and must be accompanied by a copy of relevant provisions of
the Act. If the corporation issues, or authorizes the issuance of
shares for promissory notes or for promises to render services in
the future, the corporation shall report in writing to all the
shareholders the number of shares authorized or issued, and the
consideration received with or before the notice of the next
shareholder meeting. Likewise, if the corporation indemnifies
or advances expenses to an officer or director, this shall be
reported to all the shareholders with or before notice of the
next shareholder meeting.
2.5 Fixing of Record Date
For the purpose of determining shareholders of any voting group
entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any distribution
or dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may fix in
advance a date as the record date. Such record date shall not be
more than 70 days prior to the date on which the particular action
requiring such determination of shareholders entitled to notice of,
or to vote at a meeting of shareholders, or shareholders entitled
to receive a share dividend or distribution. The record date for
determination of such shareholders shall be at the close of business
on:
(a) With respect to an annual shareholder meeting or any special
shareholder meeting called by the Board of Directors or any person
specifically authorized by the Board of Directors or these Bylaws
to call a meeting, the day before the first notice is given to
shareholders;
(b) With respect to a special shareholder meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date
Board of Directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting
(pursuant to Article 2, Section 2.12, the first date any shareholder
signs a consent; and
(e) With respect to a distribution to shareholders, (other than one
involving a repurchase or reacquisition of shares), the date the
Board of Directors authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting
of shareholders has been made, as provided in this section, such
determination shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date, which it must do if
the meeting is adjourned to a date more than 120 days after the
date fixed for the original meeting.
If no record date has been fixed, the record date shall be the date
the written notice of the meeting is given to shareholders.
2.6 Shareholder List
The officer or agent having charge of the stock transfer books for
shares of the corporation shall, at least ten (10) days before each
meeting of shareholders, make a complete record of the shareholders
entitled to vote at each meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares
held by each. The list must be arranged by class or series of shares.
The shareholder list must be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for
which the list was prepared and continuing through the meeting. The
list shall be available at the corporation's principal office or at a
place in the city where the meeting is to be held, as set forth in the
notice of meeting. A shareholder, his agent, or attorney is entitled,
on written demand, to inspect and, subject to the requirements of
Section 2.14 of this Article 2, to copy the list during regular business
hours and at his expense, during the period it is available for
inspection. The corporation shall maintain the shareholder list
in written form or in another form capable of conversion into
written form within a reasonable time.
2.7 Shareholder Quorum and Voting Requirements
A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting, unless a new record date
is or must be set for that adjourned meeting.
If a quorum exists, a majority vote of those shares present and
voting at a duly organized meeting shall suffice to defeat or
enact any proposal unless the Statutes of the State of Nevada,
the Articles of Incorporation or these Bylaws require a greater-
than-majority vote, in which event the higher vote shall be
required for the action to constitute the action of the corporation.
2.8 Increasing Either Quorum or Voting Requirements
For purposes of this Section 2.8, a "supermajority" quorum is a
requirement that more than a majority of the votes of the voting
group be present to constitute a quorum; and a "supermajority"
voting requirement is any requirement that requires the vote of
more than a majority of the affirmative votes of a voting group
at a meeting.
The Shareholders, but only if specifically authorized to do so by
the Articles of Incorporation, may adopt, amend, or delete a Bylaw
which fixes a "supermajority" quorum or "supermajority" voting
requirement.
The adoption or amendment of a Bylaw that adds, changes, or deletes
a "supermajority" quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same
vote required to take action under the quorum and voting requirement
then if effect or proposed to be adopted, whichever is greater.
A Bylaw that fixes a supermajority quorum or voting requirement
for shareholders may not be adopted, amended, or repealed by
the Board of Driectors.
2.9 Proxies
At all meetings of shareholders, a shareholder may vote in person,
or vote by written proxy executed in writing by the shareholder or
executed by his duly authorized attorney-in-fact. Such proxy shall
be filed with the secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting.
No Proxy shall be valid after eleven (11) months from the date of
its execution unless otherwise specifically provided in the proxy
or coupled with an interest.
2.10 Voting of Shares
Unless otherwise provided in the articles, each outstanding share
entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the
transfer of such shares into his name. Shares standing in the
name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by
him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into
his name if authority to do so is contained in an appropriate
order of the Court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares are transferred into the name of the
pledgee, and thereafter, the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the corporation or held by it
in a fiduciary capacity shall not be voted, directly or indirectly,
at any meeting, and shall not be counted in determining the total
number of outstanding shares at any given time.
Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares
has been deposited with a bank, trust company, or other financial
institution under an irrevocable obligation to pay the holders the
redemption price on surrender of the shares
2.11 Corporation's Acceptance of Votes
(a) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote,
consent, waiver, or proxy appointment and give it effect as the act
of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder,
the corporation, if acting in good faith, is nevertheless entitled
to accept the vote, consent, waiver, or proxy appointment and give
it effect as the act of the shareholder if:
(1) the shareholder is an entity, as defined in the Act, and the
name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the
corporation requests, evidence of fiduciary status acceptable to
the corporation has been presented with respect to the vote, consent,
waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the corporation requests,
evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver or proxy
appointment;
(4) the name signed purports to be that of a pledgee, beneficial
owner, or attorney-in-fact of the shareholder and, if the corporation
of the signatory's authority to sign for the shareholder has been
presented with respect to the vote, consent, waiver, or proxy
appointment; or
(5) the shares are held in the name of two or more persons as
co-tenants or fiduciaries and the name signed purports to be the
name of at least one of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver,
or proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about
the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects
a vote, consent, waiver, or proxy appointment in good faith and in
accordance with the standards of this Section 2.11 are not liable
in damages to the shareholder for the consequences of the acceptance
or rejection.
(e) Corporation action based on the acceptance or rejection of a
vote, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.
2.12 Informal Action by Shareholders
Any action required or permitted to be taken at a meeting of the
shareholders may be taken without a meeting if one or more written
consents, setting forth the action so taken, shall be signed by
shareholders holding a majority of the shares entitled to vote
with respect to the subject matter thereof, unless a
"supermajority" vote is required by these Bylaws, in which case
a "supermajority" vote will be required. Such consent shall be
delivered to the corporation secretary for inclusion in the
minute book. A consent signed under this section has the effect
of a vote at a meeting and may be described as such in any
document.
2.13 Voting for Directors
Unless otherwise provided in the Articles of Incorporation, directors
are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
2.14 Shareholders' Rights to Inspect Corporate Records
Shareholders shall have the following rights regarding inspection of
corporate records:
(a) Minutes and Accounting Records - The corporation shall keep, as
permanent records, minutes of all meetings of its shareholders and
Board of Directors, a record of all actions taken by the shareholders
or Board of Directors without a meeting, and a record of all actions
taken by a committee of the Board of Directors in place of the Board
of Directors on behalf of the corporation. The corporation shall
maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal
Office - If a shareholder gives the corporation written notice of
his demand at least five business days before the date on which he
wishes to inspect and copy, he, or his agent or attorney, has the
right to inspect and copy, during regular business hours, any of
the following records, all of which the corporation is required to
keep at its principal office:
(1) its Articles of Incorporation and all amendments to them
currently in effect;
(2) its Bylaws or restated Bylaws and all amendments to them
currently in effect;
(3) resolutions adopted by its Board of Directors creating one or
more classes or series of shares, and fixing their relative rights,
preferences and limitations, if shares issued pursuant to those
resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past three
years;
(5) all written communications to shareholders within the past three
years, including the financial statements furnished for the past
three years to the shareholders;
(6) a list of the names and business addresses of its current directors
and officers; and
(7) its most recent annual report delivered to the Nevada Secretary of
State.
(c) Conditional Inspection Right - In addition, if a shareholder gives
the corporation a written demand, made in good faith and for a proper
purpose, at least five business days before the date on which he wishes
to inspect and copy, describes with reasonable particularity his
purpose and the records he desires to inspect, and the records are
directly connected to his purpose, a shareholder of a corporation,
or his duly authorized agent or attorney, is entitled to inspect and
copy, during regular business hours at a reasonable location specified
by the corporation, any of the following records of the corporation:
(1) excerpts from minutes of any meeting of the Board of Directors;
records of any action of a committee of the Board of Directors on
behalf of the corporation; minutes of any meeting of the shareholders;
and records of action take by the shareholders or Board of Directors
without a meeting, to the extent not subject to inspection under
paragraph (a) of this Section 2.14;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the date of
the shareholder's demand).
(d) Copy Costs - The right to copy records includes, if reasonable,
the right to receive copies made by photographic, xerographic, or
other means. The corporation may impose a reasonable charge, to be
paid by the shareholder on terms set by the corporation, covering
the costs of labor and material incurred in making copies of any
documents provided to the shareholder.
(e) "Shareholder" Includes Beneficial Owner - For purposes of this
Section 2.14, the term "shareholder" shall include a beneficial
owner whose shares are held in a voting trust or by a nominee on
his behalf.
2.15 Financial Statements Shall Be Furnished to the Shareholders
(a) The corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the
corporation and one or more of its subsidiaries, as appropriate, that
include a balance sheet as of the end of the fiscal year, an income
statement for that year, and a statement of changes in shareholders'
equity for the year, unless that information appears elsewhere in the
financial statements. If financial statements are prepared for the
corporation on the basis of generally accepted accounting principles,
the annual financial statements for the shareholders must also be
prepared on that basis.
(b) If the annual financial statements are reported upon by a public
accountant, his report must accompany them. If not, the statements
must be accompanied by a statement of the president or the person
responsible for the corporation's accounting records:
(1) stating his reasonable belief that the statements were prepared
on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation; and
(2) describing any respects in which the statements were not prepared
on a basis of accounting consistent with statements prepared for the
preceding year.
(c) A corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year.
Thereafter, on written request from a shareholder who was not mailed
the statements, the corporation shall mail him the latest financial
statements.
2.16 Dissenters' Rights
Each shareholder shall have the right to dissent from and obtain
payment for his shares when so authorized by the Act, Articles of
Incorporation, the Bylaws, or a resolution of the Board of
Directors.
2.17 Order of Business
The following order of business shall be observed at all meetings
of the shareholders, as applicable and so far as practicable:
(a) Calling the roll of officers and directors present and
determining shareholder quorum requirements;
(b) Reading, correcting and approving of minutes of previous
meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE 3.
BOARD OF DIRECTORS
3.1 General Powers
Unless the Articles of Incorporation have dispensed with or limited
the authority of the Board of Directors by describing who will
perform some or all of the duties of a Board of Directors, all
corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed
under the direction of the Board of Directors.
3.2 Number, Tenure, and Qualifications of Directors
Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum
number) nor more than 9 (maximum number). The initial number of
directors was established in the original Articles of Incorporation.
The number of directors shall always be within the limits specified
above, and as determined by resolution adopted by the Board of
Directors. After any shares of this corporation are issued,
neither the maximum nor minimum number of directors can be
changed, nor can a fixed number be substituted for the maximum
and minimum numbers, except by a duly adopted amendment to the
Articles of Incorporation duly approved by a majority of the
outstanding shares entitled to vote. Each director shall hold
office until the next annual meeting of shareholders or until his
successor shall have been elected and qualified, or until there
is a decrease in the number of directors. Unless required by the
Articles of Incorporation, directors do not need to be residents
of Nevada or shareholders of the corporation.
3.3 Regular Meetings of the Board of Directors
A regular meeting of the Board of Directors shall be held without
other notice than this Bylaw immediately after, and at the same
place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
such resolution. (If permitted by Section 3.7, any regular meeting
may be held by telephone).
3.4 Special Meeting of the Board of Directors
Special meetings of the Board of Directors may be called by or at
the request of the president or any one director. The person or
persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Nevada, as
the place for holding any special meeting of the Board of Directors
or, if for holding any special meeting of the Board of Directors or,
if permitted by Section 3.7, any special meeting may be held by
telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the Board
of Directors
Unless the Articles of Incorporation provide for a longer or shorter
period, notice of any special meeting of the Board of Directors shall
be given at least two days prior thereto, either orally or in writing.
If mailed, notice of any director meeting shall be deemed to be
effective at the earlier of: (1) when received; (2) five days after
deposited in the United States mail, addressed to the director's
business office, with postage thereon prepaid; or (3) the date shown
on the return receipt, if sent by registered or certified mail, return
receipt requested, and the receipt is signed by or on behalf of the
director. Notice may also be given by facsimile and, in such event,
notice shall be deemed effective upon transmittal thereof to a
facsimile number of a compatible facsimile machine at the director's
business office. Any director may waive notice of any meeting.
Except as otherwise provided herein, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the
minutes or corporate records. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except
where a director attends a meeting for the express purpose of objecting
to the transaction of any business and at the beginning of the meeting,
or promptly upon his arrival, objects to holding the meeting or
transacting business at the meeting, and does not thereafter vote
for or assent to action taken at the meeting. Unless required by
the Articles of Incorporation or the Act, neither the business to be
transacted at, nor the purpose of, any special meeting of the Board
of Directors need be specified in the notice or waiver of notice of
such meeting.
3.6 Director Quorum
A majority of the number of directors fixed, pursuant to Section 3.2
of this Article 3, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, unless the Articles
of Incorporation or the Act require a greater number for a quorum.
Any amendment to this quorum requirement is subject to the provisions
of Section 3.8 of this Article 3.
Once a quorum has been established at a duly organized meeting, the
Board of Directors may continue to transact corporate business until
adjournment, notwithstanding the withdrawal of enough directors to
leave less than a quorum.
3.7 Actions By Directors
The act of the majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act
of the Board of Directors, unless the Articles of Incorporation or
the Act require a greater percentage. Any amendment which changes
the number of directors needed to take action is subject to the
provisions of Section 3.8 of this Article 3.
Unless the Articles of Incorporation provide otherwise, any or all
directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication
by which all directors participating may simultaneously hear each
other during the meeting. Minutes of any such meeting shall be
prepared and entered into the records of the corporation. A
director participating in a meeting by this means is deemed to
be present in person at the meeting.
A director who is present at a meeting of the Board of Directors
or a committee of the Board of Directors when corporate action
is taken is deemed to have assented to the action taken unless:
(1) he objects at the beginning of the meeting, or promptly upon
his arrival, to holding it or transacting business at the meeting;
or (2) his dissent or abstention from the action taken is entered
in the minutes of the meeting; or (3) he delivers written notice
of his dissent or abstention to the presiding officer of the
meeting before its adjournment or to the corporation within 24
hours after adjournment of the meeting. The right of dissent or
abstention is not available to a director who votes in favor of
the action taken.
3.8 Establishing a "Supermajority" Quorum or Voting Requirement
for the Board of Directors
For purposes of this Section 3.8, a "supermajority" quorum is a
requirement that more than a majority of the directors in office
constitute a quorum; and a "supermajority" voting requirement is
one which requires the vote of more than a majority of those
directors present at a meeting at which a quorum is present to
be the act of the directors.
A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the
shareholders (unless otherwise provided by the shareholders);
or
(2) if originally adopted by the Board of Directors, either by the
shareholders or by the Board of Directors.
A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for
the Board of Directors may provide that it ay be amended or
repealed only by a specified vote of either the shareholders
or the Board of Directors.
Subject to the provisions of the preceding paragraph, action
by the Board of Directors to adopt, amend, or repeal a Bylaw
that changes the quorum or voting requirements for the Board
of Directors must meet the same quorum requirement and be
adopted by the same vote required to take action under the
quorum and voting requirement then in effect or proposed to
be adopted, whichever is greater.
3.9 Director Action Without a Meeting
Unless the Articles of Incorporation provide otherwise, any
action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if
all the directors sign a written consent describing the
action taken. Such consents shall be filed with the records
of the corporation. Action taken by consent is effective
when the last director signs the consent, unless the consent
specifies a different effective date. A signed consent has
the effect of a vote at a duly noticed and conducted meeting
of the Board of Directors and may be described as such in any
document.
3.10 Removal of Directors
The shareholders may remove one or more directors at a meeting
called for that purpose if notice has been given that a purpose
of the meeting is such removal. The removal may be with or
without cause unless the Articles of Incorporation provide
that directors may only be removed for cause. If cumulative
voting is not authorized, a director may be removed only if the
number of votes cast in favor of removal exceeds the number of
votes cast against removal.
3.11 Board of Director Vacancies
Unless the Articles of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, excluding a vacancy
resulting from an increase in the number of directors, the
director(s) remaining in office shall fill the vacancy. If
the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy
by the affirmative vote of a majority of all the directors
remaining in office.
If a vacancy results from an increase in the number of directors,
only the shareholders may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of
a resignation effective at a later date) may be filled by the Board
of Directors before the vacancy occurs, but the new director may
not take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if
his term expires, he shall continue to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors.
3.12 Director Compensation
Unless otherwise provided in the Articles of Incorporation, by
resolution of the Board of Directors, each director may be paid
his expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the Board of Directors,
or both. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation
therefor.
3.13 Director Committees
(a) Creation of Committees Unless the Articles of Incorporation
provide otherwise, the Board of Directors may create one or more
committees and appoint members of the Board of Directors to serve
on them. Each committee must have two or more members, who serve
at the pleasure of the Board of Directors.
(b) Selection of Members The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of
all the directors in office when the action is taken, or (2) the
number of directors required by the Articles of Incorporation to
take such action.
(c) Required Procedures - Sections 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9
of this Article 3 apply to committees and their members.
(d) Authority - Unless limited by the Articles of Incorporation or
the Act, each committee may exercise those aspects of the authority
of the Board of Directors which the Board of Directors confers upon
such committee in the resolution creating the committee. Provided,
however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve or propose to shareholders any action that the Act
requires be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its
committees;
(4) amend the Articles of Incorporation;
(5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according
to a formula or method prescribed by the Board of Directors; or
(8) authorize or approve the issuance or sale, or contract for sale
of shares, or determine the designation and relative rights,
preferences, and limitations of a class or series of shares; except
that the Board of Directors may authorize a committee to do so within
limits specifically prescribed by the Board of Directors.
ARTICLE 4.
OFFICERS
4.1 Designation of Officers
The officers of the corporation shall be a president, a secretary,
and a treasurer, each of whom shall be appointed by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary, including any vice-presidents, may be appointed
by the Board of Directors. The same individual may simultaneously
hold more than one office in the corporation.
4.2 Appointment and Term of Office
The officers of the corporation shall be appointed by the Board of
Directors for a term as determined by the Board of Directors. If
no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of
shareholders. If the appointment of officers is not made at such
meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor
has been duly appointed and qualified, until his death, or until
he resigns or has been removed in the manner provided in Section
4.3 of this Article 4.
The designation of a specified term does not grant to the officer
any contract rights, and the Board of Directors can remove the
officer at any time prior to the termination of such term.
Appointment of an officer shall not of itself create any contract
rights.
4.3 Removal of Officers
Any officer may be removed by the Board of Directors at any time,
with or without cause. Such removal shall be without prejudice to
the contract rights, if any, of the person so removed.
4.4 President
The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors,
shall generally supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at
all meetings of the shareholders. He may sign, with the secretary
or any other proper officer of the corporation thereunto duly
authorized by the Board of Directors, certificates for shares of
the corporation and deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be
executed, except in cases where the signing and execution thereof
shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the corporation, or shall
be required by law to be otherwise signed or executed. The president
shall generally perform all duties incident to the office of president
and such other duties as may be prescribed by the Board of Directors
from time to time.
4.5 Vice-President
If appointed, in the absence of the president or in the event of the
president's death, inability or refusal to act, the vice-president
(or in the event there be more than one vice-president, the vice-
presidents in the order designated at the time of their election,
or in the absence of any designation, then in the order of their
appointment) shall perform the duties of the president, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the president. If there is no vice-president,
then the treasurer shall perform such duties of the president.
Any vice-president may sign, with the secretary or an assistant
secretary, certificates for shares of the corporation the issuance
of which have been authorized by resolution of the Board of Directors.
A vice-president shall perform such other duties as from time to time
may be assigned to him by the president or by the Board of Directors.
4.6 Secretary
The secretary shall (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by
law; (c) be custodian of the corporate records and of any seal of
the corporation and, if there is a seal of the corporation, see that
it is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized; (d) when requested
or required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder, as provided
to the secretary by the shareholders; (f) sign with the president,
or vice-president, certificates for shares of the corporation, the
issuance of which has been authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
corporation; and (h) generally perform all duties incident to the
office of secretary and such other duties as from time to time may
be assigned to him by the president or by the Board of Directors.
4.7 Treasurer
The treasurer shall (a) have charge and custody of and be responsible
for all funds and securities of the corporation; (b) receive and give
receipts for moneys due and payable to the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositaries as
may be selected by the Board of Directors; and (c) generally perform
all of the duties incident to the office of treasurer and such other
duties as from time to time may be assigned to him by the president
or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.
4.8 Assistant Secretaries and Assistant Treasurers
The assistant secretaries, when authorized by the Board of Directors,
may sign with the president, or a vice-president, certificates for
shares of the corporation, the issuance of which has been authorized
by a resolution of the Board of Directors. The assistant treasurers
shall respectively, if required by the Board of Directors, give bonds
for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.
The assistant secretaries and assistant treasurers, generally, shall
perform such duties as may be assigned to them by the secretary or
the treasurer, respectively, or by the president or the Board of
Directors.
4.9 Salaries
The salaries of the officers, if any, shall be fixed from time to time
by the Board of Directors.
ARTICLE 5.
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES
5.1 Indemnification of Officers, Directors, Employees and Agents
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was an officer, director, employee
or agent of the corporation against liability incurred in the
proceeding, all pursuant to and consistent with the provisions
of NRS 78.751, as amended from time to time.
5.2 Advance Expenses for Officers and Directors
The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding shall be paid by
the corporation as they are incurred and in advance of the final
deposition of the action, suit or proceeding, but only after
receipt by the corporation of an undertaking by or on behalf of
the officer or director on terms set by the Board of Directors,
to repay the expenses advanced if it is ultimately determined by
a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation.
5.3 Scope of Indemnification
The indemnification permitted herein is intended to be to the
fullest extent permissible under the laws of the State of Nevada,
and any amendments thereto.
ARTICLE 6.
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares
(a) Content
Certificates representing shares of the corporation shall at minimum,
state on their face the name of the issuing corporation; that the
corporation is formed under the laws of the State of Nevada; the
name of the person to whom issued; the certificate number; class
and par value of shares; and the designation of the series, if any,
the certificate represents. The form of the certificate shall be as
determined by the Board of Directors. Such certificates shall be
signed (either manually or by facsimile) by the president or a vice-
president and by the secretary of an assistant secretary and may be
sealed with a corporate seal or a facsimile thereof. Each certificate
for shares shall be consecutively numbered or otherwise identified.
(b) Legend as to Class or Series
If the corporation is authorized to issue different classes of
shares or different series within a class, the designations,
relative rights, preferences, and limitations applicable to each
class and the variations in rights, preferences, and limitations
determined for each series (and the authority of the Board of
Directors to determine variations for future series) must be
summarized on the front or back of the certificate indicating
that the corporation will furnish the shareholder this information
on request in writing and without charge.
(c) Shareholder List
The name and address of the person to whom the shares are issued,
with the number of shares and date of issue, shall be entered on
the stock transfer books of the corporation.
(d) Transferring Shares
All certificates surrendered to the corporation for transfer shall
be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and canceled, except that in case of a lost, destroyed, or mutilated
certificate, a new one may be issued therefore upon such terms as the
Board of Directors may prescribe, including indemnification of the
corporation and bond requirements.
6.2 Registration of the Transfer of Shares
Registration of the transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation. In order
to register a transfer, the record owner shall surrender the share
certificate to the corporation for cancellation, properly endorsed
by the appropriate person or persons with reasonable assurances that
the endorsements are genuine and effective. Unless the corporation
has established a procedure by which a beneficial owner of shares
held by a nominee is to be recognized by the corporation as the owner,
the person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all
purposes.
6.3 Restrictions on Transfer of Shares Permitted
The Board of Directors may impose restrictions on the transfer or
registration of transfer of shares, including any security convertible
into, or carrying a right to subscribe for or acquire shares. A
restriction does not affect shares issued before the restriction as
adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor of the restriction.
A restriction on the transfer or registration of transfer of shares
may be authorized:
(1) to maintain the corporation's status when it is dependent on the
number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law; or
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the corporation or other
persons (separately, consecutively, or simultaneously) an opportunity
to acquire the restricted shares;
(2) obligate the corporation or other persons (separately,
consecutively, or simultaneously) to acquire the restricted shares;
(3) require the corporation, the holders of any class of its shares,
or another person to approve the transfer of the restricted shares,
if the requirement is not manifestly unreasonable; or
(4) prohibit the transfer of the restricted shares to designated persons
or classes of persons, if the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is
valid and enforceable against the holder or a transferee of the holder
if the restriction is authorized by this Section 6.3 and its existence
is noted conspicuously on the front or back of the certificate. Unless
so noted, a restriction is not enforceable against a person without
knowledge of the restriction.
6.4 Acquisition of Shares
The corporation may acquire its own shares and unless otherwise
provided in the Articles of Incorporation, the shares so acquired
constitute authorized but unissued shares.
If the Articles of Incorporation prohibit the reissue of shares
acquired by the corporation, the number of authorized shares is
reduced by the number of shares acquired, effective upon amendment
of the Articles of Incorporation, which amendment shall be adopted
by the shareholders, or the Board of Directors without shareholder
action (if permitted by the Act). The amendment must be delivered
to the Secretary of State and must set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares, itemized by
class and series; and
(3) the total number of authorized shares, itemized by class and
series, remaining after reduction of the shares.
ARTICLE 7.
DISTRIBUTIONS
7.1 Distributions
The Board of Directors may authorize, and the corporation may make
distributions (including dividends on its outstanding shares) in the
manner and upon the terms and conditions provided by law.
ARTICLE 8.
CORPORATE SEAL
8.1 Corporate Seal
The Board of Directors may adopt a corporate seal which may be
circular in form and have inscribed thereon any designation,
including the name of the corporation, Nevada as the state of
incorporation, and the words "Corporate Seal."
ARTICLE 9.
EMERGENCY BYLAWS
9.1 Emergency Bylaws
Unless the Articles of Incorporation provide otherwise, the following
provisions shall be effective during an emergency, which is defined
as a time when a quorum of the corporation's directors cannot be
readily assembled because of some catastrophic event. During such
emergency:
(a) Notice of Board Meetings
Any one member of the Board of Directors or any one of the following
officers: president, any vice-president, secretary, or treasurer,
may call a meeting of the Board of Directors. Notice of such meeting
need be given only to those directors whom it is practicable to reach,
any may be given in any practical manner, including by publication and
radio. Such notice shall be given at least six hours prior to
commencement of the meeting.
(b) Temporary Directors and Quorum
One or more officers of the corporation present at the emergency
board meeting, as is necessary to achieve a quorum, shall be
considered to be directors for the meeting, and shall so serve
in order of rank, and within the same rank, in order of seniority.
In the event that less than a quorum (as determined by Section 3.6
of Article 3) of the directors are present (including any officers
who are to serve as directors for the meeting), those directors
present (including the officers serving as directors) shall
constitute a quorum.
(c) Actions Permitted To Be Taken
The Board of Directors, as constituted in paragraph (b), and after
notice as set forth in paragraph (a), may:
(1) Officers' Powers
Prescribe emergency powers to any officer of the corporation;
(2) Delegation of Any Power
Delegate to any officer or director, any of the powers of the
Board of Directors;
(3) Lines of Succession
Designate lines of succession of officers and agents, in the event
that any of them are unable to discharge their duties;
(4) Relocate Principal Place of Business
Relocate the principal place of business, or designate successive
or simultaneous principal places of business;
(5) All Other Action
Take any other action which is convenient, helpful, or necessary
to carry on the business of the corporation.
ARTICLE 10.
AMENDMENTS
10.1 AMENDMENTS
The Board of Directors may amend or repeal the corporation's
Bylaws unless:
(1) the Articles of Incorporation or the Act reserve this power
exclusively to the shareholders, in whole or part; or
(2) the shareholders, in adopting, amending, or repealing a
particular Bylaw, provide expressly that the Board of Directors
may not amend or repeal that Bylaw; or
(3) the Bylaw either establishes, amends or deletes a "supermajority"
shareholder quorum or voting requirement, as defined in Section 2.8
of Article 2.
Any amendment which changes the voting or quorum requirement for the
Board of Directors must comply with Section 3.8 of Article 3, and
for the shareholders, must comply Section 2.8 of Article 2.
The corporation's shareholders may also amend or repeal the
corporation's Bylaws at any meeting held pursuant to Article 2.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of Interface E.Com, Inc. and
that the forgoing Bylaws, consisting of twenty-nine (29) pages,
constitutes the code of Interface E.Com, Inc. as duly adopted by the
Board of Directors of the Corporation on this 30th day of March, 1999.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 30th day
of March, 1999.
By: /s/ James Suk
-----------------------
James Suk, Secretary
and Director
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
year to date (since March 30, 1999) financial statements, dated
September 30, 1999, and is qualified in it's entirety by reference
to such Interface E.Com, Inc.
</LEGEND>
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0
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