UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB/A(2)
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
The Regency Group Limited, Inc.
(Name of Small Business Issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0416790
(I.R.S. Employer Identification Number)
201 Lomas Santa Fe, Suite 340, Solona Beach, CA
(Address of principal executive offices)
92075
(zip code)
Issuer's telephone number: (760) 431-1001
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
___________________ _______________________
___________________ _______________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
4,618,750 issued and outstanding as of April 7, 1999.
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<CAPTION> TABLE OF CONTENTS
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Page
Part I 3
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis or Plan of
Operation 9
Item 3. Description of Property 10
Item 4. Security Ownership of Management and Others and
Certain Security Holders 10
Item 5. Directors, Executives, Officers and Significant
Employees 11
Item 6. Executive Compensation 13
Item 7. Certain Relationships and Related Transactions 13
Part II 14
Item 1. Legal Proceedings 14
Item 2. Market for Common Equity and Related Stockholder
Matters 14
Item 3. Recent Sales of Unregistered Securities 15
Item 4. Description of Securities 15
Item 5. Indemnification of Directors and Officers 16
Part F/S 18
Item 1. Financial Statements 18
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 18
Part III 19
Item 1. Index to Exhibits 19
Item 2. Description of Exhibits 22
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Part I
Item 1.Description of Business
A. Business Development and Summary
The Regency Group Limited, Inc. ("RGLI" or the "Company"), a Nevada corporation
incorporated on February 1, 1999, is a developmental stage company with a
principal business objective to become a leading online information and
marketing services firm. The Company seeks to offer its corporate clients the
ability to gain maximum exposure via the Internet. As an online corporate
marketing services firm, the Company believes it can assist corporations in
enhancing product exposure and improving profitability for their online sales
division. At the time of this filing, the Company has limited business
operations and no regular revenues. Activities to date have been limited
primarily to organization, initial capitalization, finding and securing an
appropriate, experienced management team and board of directors, development of
a business plan, purchase and installation of computer servers, and initial web
site development.
At the time of this filing, the Company has two products that it plans to offer
to its customers once the development and testing of its web site is completed:
* Market Find-R - A software package that integrates database
development tools with automated Internet research capabilities. This
package would allow users to identify Internet search engines most
relevant to their interests, and to submit reference information to
such engines automatically.
* Market Mine-R - An e-commerce / shopping cart technology package.
In addition to its products, the company will offer its clients the following
services: web-site hosting and maintenance, database development and
maintenance, and operation of web-based "store fronts" (selling of merchandise
and collection of payments). Since the Company's designated promotion and
advertising tool is its future web site, the Company is delaying the offering of
these services until the web site is fully functional.
The Company intends to use technology to deliver an outstanding service offering
and to achieve the significant economies inherent in the online store model.
The Company's strategy is to pursue strategic acquisitions and alliances,
exploit international opportunities, promote repeat purchases, attract, train
and retain employees, build strong brand recognition, customer loyalty and
supplier relationships, while creating an economic model that is superior to
that of the capital and personnel-intensive direct response marketing industry.
Regency intends on providing a new category of professional services called
eBusiness systems innovation. eBusinesses are businesses that employ the reach
and efficiency of the Internet to enable companies strengthen relationships with
customers and business partners, create new revenue opportunities, reduce costs,
improve operating efficiencies, shorten cycle times and improve communications.
As an eBusiness systems innovator, we will provide integrated eBusiness strategy
and technology implementation services to clients who are creating eBusinesses
or are rethinking or expanding their existing businesses to integrate eBusiness
capabilities. These services will include strategy consulting, customer
experience design, systems architecture, and application and technology
infrastructure development. We intend to provide a framework for each stage of
a client's Internet strategy from helping the client conceive its strategy to
designing, engineering and extending its eBusiness. We believe that our approach
will allow us to deliver reliable, robust, secure, scalable and extensible
eBusiness systems solutions and innovation in rapid time.
Regency believes that most companies seeking to build or enhance their eBusiness
capabilities require a professional services provider -eBusiness systems
innovator -- with a broad range of integrated capabilities. Such a service
provider must provide strategic industry insights combined with extensive
technological skills to create applications, technology infrastructure and
business systems that are reliable, robust, secure, scalable and extensible.
Moreover, it must have a structured approach and the skills necessary to achieve
the rapid innovation and deployment of eBusinesses demanded by today's
competitive marketplace. Such a skill set must include the ability to
understand and integrate a wide spectrum of technologies. Regency intends to
use its resources and expertise to become such an eBusiness systems innovator.
Regency will provide the integrated services required to rapidly design, build
and improve eBusinesses. We will provide strategy consulting that combines
expertise in eBusiness with market-specific knowledge in order to produce a
combined business and technology strategy for our clients. We will also
design and build applications and technology infrastructure that support a wide
variety of eBusiness functions. We believe that we have a set of integrated
skills that will enable our clients to create or enhance competitive eBusinesses
in rapid timeframes.
Regency's objective is to build a strong position as an eBusiness systems
innovator. Our strategies for achieving that objective are as follows:
Secure Outstanding Innovative Professionals
We will place a strong focus on attracting, hiring, developing and retaining
outstanding professionals. We will focus on maintaining a one-firm culture that
fosters innovation and emphasizes professional development.
Target Potential Clients Through Market-Specific Business Units.
Our marketing and sales strategy will include targeting potential clients
through market-specific business units that operate globally.
Establish Global Presence to Support Emerging eBusiness Leaders.
In order to better serve the needs of enterprises operating on a worldwide
basis, we intend to expand our geographic presence within the United States and
abroad.
Refine the Regency Strategy and Knowledge Management.
In order to capture, upgrade and refine our intellectual capital, including the
Regency Strategy, we intend to invest in our knowledge management processes and
systems. We believe that these processes and systems will allow us to use our
intellectual capital in order to accelerate the delivery of our services, reduce
our costs and leverage our industry expertise.
Competition from Bigger, More Established Competitors Who Have Greater Financial
Resources Could Result in Price Reductions, Reduced Profitability and Loss of
Market Share
Despite the Company's assessment of the viability of this business plan, it must
be noted that there can be no assurance of success. Competition in the
eBusiness services market is intense. If we fail to compete successfully
against future competitors, our business, financial condition and operating
results would be seriously harmed. We will compete against companies selling
electronic commerce software and services, and the in-house development efforts
of companies seeking to engage in electronic commerce. We expect competition to
persist and intensify in the future. We cannot be certain that we will be able
to compete successfully with existing or new competitors. Because relatively
low barriers to entry characterize our market, we also expect other companies to
enter our market. We expect that competition will continue to intensify and
increase in the future. Some large information technology consulting firms have
announced that they will focus more resources on eBusiness opportunities.
Because we will contract with our clients on an engagement-by-engagement basis,
we will compete for engagements at each stage of our methodology. There is no
guarantee that we will be retained by our existing or future clients on later
stages of work.
Services
We will offer professional services to build and enhance eBusinesses. These
services will include strategy consulting, customer experience design, systems
architecture, and application and technology infrastructure development.
Recognizing that all clients have different needs at different times, we will
use our proprietary methodology, the Regency Approach, to customize our service
offerings based on each client's requirements. The following descriptions
highlight the primary services that we will offer.
Strategy Consulting.
We will work with clients to tailor an eBusiness strategy designed to provide
them with a measurable competitive advantage in a short timeframe. Our goal
is to leverage the industry experience and knowledge base of our
professionals along with the experiences of our clients' senior executives to
formulate innovative, executable and flexible eBusiness strategies.
Customer Experience Design.
Regency will develop user interface designs for clients. Because Regency
considers the user interface to be more than just visual design, we will
incorporate our abilities in information architecture, user interface
engineering, editorial services and usability research to develop systems
with innovative customer experiences. In addition to offering these services
directly to our clients, Regency also will partner with third- party design
firms to achieve our clients' specific visual design requirements. At the
time of this filing, however no agreements or specific plans to enter into
agreements with third-party design firms exist.
Systems Architecture.
Using the Internet technologies, we will architect and design eBusiness
applications and technology infrastructure for clients in rapid timeframes.
We will offer application designs that range from intranet solutions to
complex business-to-business and business-to-consumer innovations.
Recognizing that the technical infrastructure becomes the foundation for any
future application development, our technology infrastructure design services
will focus on enabling eBusiness applications to be reliable, robust, secure,
scalable and extensible.
Application and Technology Infrastructure Development.
We will build and implement innovative eBusiness applications and technology
infrastructure that take into account the current and future business needs
of our clients. We recognize that new types of communications devices are
proliferating, network usage is expanding, and the future of eBusiness will
be dependent upon the development and integration of a variety of
technologies. We will build applications and technology infrastructure to be
able to accommodate these changes in the eBusiness environment. Our
applications and technology infrastructure development services will utilize
our capabilities in application software, networks, systems, security and
infrastructure architecture. Regency will develop applications and technology
infrastructure to be robust and to serve as the foundation for eBusiness
innovations that can link to existing systems and technologies. We intend in
the near future to offer our clients, upon completion of engagements with
them, services to help them extend, enhance and innovate their eBusinesses.
These services will draw from all of our major competencies in order to
provide our clients with iterative innovation in all aspects of their
eBusiness implementations. To date, however, we have not been engaged to
provide these services for a client.
B. Business of Issuer
(1)Principal Products and Services and Principal Markets
At the time of this filing, the Company has limited business operations.
Activities to date have been limited primarily to organization, initial
capitalization, finding and securing an appropriate, experienced management team
and board of directors, development of a business plan, purchase and
installation of computer servers, and initial web site development.
The Company has two products that it will offer to its customers via its web
site: Market Find-R (a database development and positioning software package)
and Market Mine-R (an e-commerce / shopping cart technology package). In
addition to its products, the company will offer its clients the following
services: web-site hosting and maintenance, database development and
maintenance, and operation of web-based "store fronts" (selling of merchandise
and collection of payments).
The Company's future web site may feature:
1. Database discovery and positioning programs and applications.
2. Web site positioning programs.
3. Database development programs.
4. Web site creation/adaptation software and applications.
5. E-commerce ("shopping cart") software.
6. Secure transactions capability.
7. E-mail server capability.
8. Mail-merge capability.
9. Web site traffic/tracking capability.
The Company was organized to capitalize on the opportunity for online direct
sales for any company's products and/or services. The Company believes that it
can offer marketing services that are more efficient than the traditional
direct-response marketing and, therefore, more suitable for online commerce.
The basis for this belief is market-reach and cost-saving opportunities that
online marketing presents to companies: online marketing allows to reach
potential customers worldwide while savings on labor, printing, telephone, and
mailing costs. As an online, Internet market support services firm, the Regency
Group Limited, Inc. can help any existing company to serve a large and global
market through centralized distribution and operations. Further, every existing
corporation that contracts with the Regency Group Limited, Inc. will have the
prospect of increasing its sales volume without the unnecessary weight and bulk
of extra personnel or unneeded overhead.
The Company believes it can succeed in the market for online marketing services
despite a large number of existing and potential competitors. The Company will
inevitably imitate many practices of more successful firms operating in this
market. However, competitive advantages of the Company would arise from
developing market. The Company believes that opportunities still exist for
smaller players in this industry and the Company's success will depend on
identifying such opportunities. There is, nonetheless, no assurance that the
Company's evaluation of the market conditions is accurate, and the Company's
success is in no way guaranteed. The Company believes that the key operating
advantages of its business model are:
Online Store Economics
As an Internet-only marketing services firm, the Company seeks structural
economic advantages relative to traditional retailers including: (i) low-cost
and essentially unlimited "shelf space," (ii) flexible advertising and
affordable merchandising opportunities, (iii) lower personnel requirements, (iv)
technology and systems that can serve a fast- growing customer base at low or no
additional cost for additional customers, and (v) the ability to serve a
worldwide customer base from a single, domestic location. The Company's costs
of developing its Web site, content, marketing campaigns, and technology will be
largely independent of the volume of sales. Therefore, a growing global sales
base will result in substantial economies of scale, which, the Company believes,
should enable it to achieve greater operating margins compared to traditional
marketing methods.
Global Customer Base
Management believes that the Internet's global reach will allow the Company to
reach a broad base of customers in international, rural or other locations that
cannot support large- scale physical locations. In addition, the Company
intends to provide portions of the Web site translated into foreign languages
and accessibility to the site 24 hours a day, seven days a week, enabling the
Company to offer the same retail experience to customers around the world.
However, at the time of this filing, the Company does not have any specific
plans or estimates of costs as applies to such translation.
Customer Service
At the time of this filing, the Company does not have any staff, tools, or
procedures available and designated to provide customer service. The following
describes the Company's intentions that will be planned in detail and
implemented at a future date.
The Company intends to make product and order tracking information available on
the Company's Web site. In addition, the Company plans to provide pre- and
post-sales support via both e-mail and toll-free telephone service. Although
the Company expects a significant portion of its orders to be placed directly on
the Web, the Company also intends to allow customers to contact the Company to
obtain guidance for product selection, obtain product information and
availability and, if they wish, place orders. Once an order is made, the
Company intends to provide customers with the ability to view order tracking
information on the Web or contact the Company's customer service department to
obtain the status of their order and, when necessary, resolve order and product
questions. The Company intends to hire and train sales and customer service
representatives to provide service support via telephone and email.
Low-Cost, Alternative Distribution Channel for Manufacturers
The Company believes it will be able to offer existing corporations a direct,
low-cost online information and marketing services channel. In contrast to
physical location-based marketers that often charge for shelf space, the Company
plans to carry all of its products free of charge. In addition, the Company
seeks to offer manufacturers special merchandising opportunities, such as
bundling of products and advance demand information on further product
introductions, at very low or no cost. Management believes that these programs
can be introduced with minimal lead-time because of the flexibility of the
Internet as a marketing medium in publishing and disseminating new information.
The Company's business will inevitably imitate practices of other Internet-based
marketers. Therefore, there is no assurance that the Company will attract a
sufficient number of customers and survive in this competitive market.
(2)Distribution Methods of the Products or Services
In an effort to become the leading global Internet marketing and information
services firm, the Company plans to pursue a strategy consisting of the
following key elements:
Create Customer Loyalty
The Company's goal is to become the authoritative source for technology-based
marketing services by delivering to its customers the benefits of online
commerce and by maintaining customer focus. When the Company commences regular
business operations, it intends to win customer loyalty by offering its
customers
secure transactions, high-quality products, a high level of customer support,
competitive pricing, and personalized services. The Company will make its web
site simple to navigate and search.
Build Strong Brand Recognition
The Company believes that name recognition is an important advantage in the
marketing services industry. The Company's objective is to brand itself as the
primary database development and information marketing firm in the nation. To
maximize customer awareness, expand its customer base cost effectively and avoid
reliance on any one source of customers, the Company will seek to build brand
recognition through multiple marketing channels, including, but not limited to:
(i) alliances with major Internet portal sites, (ii) web-based and traditional
advertising, (iii) linking and affiliate programs and (iv) direct online
marketing. However, at the time of this filing, the Company is not and has no
immediate plans to be part to any negotiations or agreements that would effect
the above brand recognition program.
Take Advantage of the Internet Technology to Enhance Business Impact
The Company intends to use personalized e-mails, newsletters, and store
advertising to target its content and promotions. The Company will also rely on
the Internet to lower transaction costs through (i) the automation of customer
service functions such as automated e-mail responses and online in-stock status
and (ii) product management such as using automation to update the product
database and create upsells and links to product reviews. At the time of this
filing, however, the realization of the plans discussed in this section has been
limited to the installation of computer servers and operating software and the
initial development of the Company's web site.
Exploit International Market Opportunities
In the future, the Company intends to translate portions of its Web site into
foreign languages and arrange rapid shipping to international destinations.
This, the Company believes, will enable it to attract sales from foreign buyers.
However, at the time of this filing, the Company does not have any specific
plans or estimates of costs as applies to such translation.
The Company believes that the Web offers a unique opportunity for marketing
goods and services internationally. The Company believes that the international
marketplace is fragmented and the efficient market size for many products and
services exceeds the size of the domestic market. Management believes that
Internet retailers have key advantages internationally because they are not
encumbered with inefficient, international distribution mechanisms that lead to
higher prices and lack of product breadth and depth. For example, the Company
believes that location-based retailers are typically prohibited from shipping
products internationally because of limitations set forth in marketing and
cooperative advertising agreements they sign with product manufacturers.
Just like in the domestic market, the Company will face competition from
Internet-based companies internationally. Inevitably, the Company will imitate
practices of its competitors. In order to succeed, the Company will try to
identify and develop niches in the international online services market. There
is, however, no assurance that the Company's evaluation of the market
conditions is accurate, and the Company's success is in no way guaranteed.
Pursue Strategic Acquisitions and Alliances
At the time of this filing, the company has no specific acquisition or alliance
plans, no established criteria for acquisitions or alliances, and no identified
candidates for acquisitions or alliances. No assurance can be given that any
future acquisitions or alliances will be effected, or if effected, will be
successful. However, the Company believes that there are opportunities to
acquire or establish strategic alliances with other businesses with established
bases, compatible operations, experience with Internet
services and technologies, and experienced management. The Company believes
that such acquisitions or alliances, if successful, may result in synergistic
opportunities and increase the Company's revenue and income growth. The Company
plans to seek acquisitions and alliances that may provide all participants with
complementary technology, expertise, or access to certain markets.
At the time of this filing, the Company does not have the funds to pursue
acquisitions. Nonetheless, the Company believes that, once it is fully
reporting and its stock is publicly trading, it would be able to attract funds
through future stock offerings. However, there could be no assurance at any
time that the Company would be able to raise any funds through an offering of
its stock.
(3)Status of Any Announced New Product or Service
The Company has limited operating history. The Company was organized on
February 1, 1999. Activities to date have been limited primarily to
organization, initial capitalization, finding and securing an appropriate,
experienced management team and board of directors, the development of a
business plan, and commencing with initial operational plans.
As of April 7, 1999, the Company has developed a business plan, recruited and
retained a CEO, and established what steps need to be taken to achieve the
results set forth in this Registration Statement. As a start-up and development
stage company, the Company has no new products or services to announce.
At the time of this filing, the Company has two products that it plans to offer
to its customers once the development and testing of its web site is completed:
* Market Find-R - A software package that integrates database
development tools with automated Internet research capabilities.
This package would allow users to identify Internet search engines
most relevant to their interests, and to submit reference information
to such engines automatically.
* Market Mine-R - An e-commerce / shopping cart
technology package.
In addition to its products, the company will offer its clients the following
services: web-site hosting and maintenance, database development and
maintenance, and operation of web-based "store fronts" (selling of merchandise
and collection of payments). Since the Company's designated promotion and
advertising tool is its future web site, the Company is delaying the offering of
these services until the web site is fully functional.
(4)Industry Background
Growth of the Internet and Online Commerce
The Internet has emerged as a global medium enabling millions of people
worldwide to share information, communicate and conduct business electronically.
The Company believes that growth in Internet usage and Web commerce has been
fueled by a number of factors including: (i) a large and growing installed base
of PCs in the workplace and home, (ii) advances in the performance and speed of
PCs and modems, (iii) improvements in network infrastructure, (iv) easier and
cheaper access to the Internet and (v) increased awareness of the Internet among
businesses and consumers. The Internet possesses a number of unique
characteristics that differentiate it from traditional media: users communicate
or access information without geographic or temporal limitations; users access
dynamic and interactive content on a real-time basis; and users communicate and
interact instantaneously with a single individual or with entire groups of
individuals. As a result of these characteristics, Web usage is expected to
continue to grow rapidly. As the number of users has grown, retailers have been
attracted to the Internet as a medium for reaching millions of consumers at low
cost. The growing adoption of the Web represents an enormous opportunity for
businesses to conduct commerce over the Internet.
The increasing functionality, accessibility and overall usage of the Internet
and online services have made them an attractive commercial medium. The
Internet and other online services are evolving into a unique sales and
marketing channel, just as retail stores, mail-order catalogs and television
shopping have done. Online retailers can interact directly with customers by
frequently adjusting their featured selections, editorial insights, sales
interfaces, pricing and visual presentations. The minimal cost to publish on
the Web, the ability to reach and serve a large and global group of customers
electronically from a central location, and the potential for personalized
low-cost customer interaction provide additional economic benefits for online
retailers. Unlike traditional retail channels, online retailers do not have the
burdensome costs of managing and maintaining a significant retail store
infrastructure or the continuous printing and mailing costs of catalog
marketing. Because of these advantages over traditional retailers, online
retailers have the potential to build large, global customer bases quickly and
to achieve superior economic returns over the long term. An increasingly broad
base of products is being sold successfully online, including computers, travel
services, brokerage services, automobiles and music.
The Internet has emerged as a fundamental opportunity to transform the way
business is conducted, joining the telephone, paper-based communication and
face-to-face interaction as one of the primary means of doing business.
Initially, companies used the Internet as a means of advertising or promoting
their businesses. Typically they published web sites with "read only,"
brochure-like information that was intended to enhance internal and external
communications. Companies either used their own internal design and information
technology resources or hired online advertising agencies and web design firms
to develop and deploy their initial web sites.
Businesses quickly recognized the Internet's potential, beyond "brochure-ware,"
to enhance their ability to attract and serve clients. Thus, the next stage in
the adoption of the Internet as a business medium typically involved the
construction of systems that enabled limited types of transactions to be
conducted over the Internet or that focused on improvements in procurement and
distribution. At this stage, companies generally viewed the Internet primarily
as another channel or adjunct to their core business. In order to build these
sorts of electronic business systems, companies were required to shift their
focus from simple web design to the integration of client/server applications
with those systems. As internal information technology, or IT, departments
often lacked the resources or capabilities to build these systems, firms
increasingly began to hire traditional IT services firms focused on the
integration of client/server systems to complement the services of web design
firms.
Today, many companies are recognizing that the Internet offers even greater
potential for enhancing or defending competitive positions. These companies
understand that the Internet is not simply going to play an ancillary role in
business, but is going to redefine the key determinants of business success and
the way business is conducted. This understanding has led to the emergence of a
new business model, known as eBusiness. eBusiness employs the reach and
efficiency of the Internet to enable companies to strengthen relationships with
customers and business partners, create new revenue opportunities, reduce costs,
improve operating efficiencies, shorten cycle times and improve communications.
The emergence of eBusiness is significant for virtually all companies regardless
of industry or location. In many industries, physical or capital assets are
becoming less important as barriers to entry. The increasingly interconnected
world, in which the Internet and other technologies create the potential to link
any communication device to any other, is reducing the effect of geographic
barriers, providing access to the best prices worldwide and challenging the way
many businesses have historically competed. Competition can come from new,
unexpected sources, in addition to traditional ones. The ability to
differentiate products or services and to price advantageously is greatly
reduced as the consumer is given more information, choice and power.
In light of all of these factors, many new and established companies are
rethinking, expanding or creating their businesses to integrate eBusiness
capabilities. They are doing so with the recognition that establishing and
maintaining customer relationships are increasingly important to success. In
addition, as the advantage of being a first mover becomes increasingly clear,
new and existing businesses are eager to establish eBusinesses in rapid
timeframes, with cost being a secondary consideration. Thus, a continued focus
on rapid innovation will be critical as more eBusinesses emerge and the nature
of competition continues to evolve.
In order to develop and implement a successful eBusiness capability in the
required timeframe, companies are increasingly hiring outside service providers
to augment internal resources. However, many companies find that existing
service providers, such as web design firms and traditional IT service firms,
are not well suited to address the broad range of challenges posed by eBusiness.
Web design firms typically focus on user interfaces and front-end design and do
not offer a broad scope of expertise for rapid development and deployment of
innovative eBusiness systems and capabilities. Traditional IT service firms are
currently focused primarily on legacy systems enhancements, Year 2000 compliance
and the implementation of traditional business applications. Their methodology
for delivery is focused on client/server application development, which is not
conducive to short development cycles and methods required for eBusiness. Hence,
they have not cultivated the skills necessary to design and implement eBusiness
systems in a timeframe consistent with market requirements.
Companies that are seeking to build or enhance their eBusiness capabilities
require a professional services provider that has developed a broad range of
integrated capabilities. Such a services provider must provide strategic
industry insights combined with extensive technological skills to create
infrastructure, applications and business systems that are reliable, robust,
secure, scalable and extensible. Moreover, it must have a structured approach
and the skills necessary to achieve the rapid innovation and deployment of
eBusinesses. Such a services firm must be able to understand and integrate a
wide spectrum of technologies. In short, Regency believes that there is a
growing need for a new category of services providers called eBusiness systems
innovators.
Traditional Marketing Methods
The Company believes it can establish a stronger competitive position than that
of companies employing traditional marketing methods. Traditional marketing
methods offer potential customers several advantages, such as the ability to
examine goods prior to purchase, receive service from a sales person, and easily
return or exchange goods at a physical location. However, several
characteristics of the traditional marketing industry have created
inefficiencies for all participants. Physical location-based marketers must
make significant investments in inventory, real estate and personnel for each
retail location. This capital and real-estate-intensive business model, among
other things, limits the amount of inventory that each business can economically
manage.
(5)Raw Materials and Suppliers
The Company is an online information and marketing services firm, and thus does
not use raw materials or have any significant suppliers.
(6)Customers
The Company will provide information and marketing services and assist
corporations in their ongoing search and need to bring maximum product exposure
and maximum profitability for their online sales division. The Company plans to
reach these customers via direct mail, telemarketing, the Internet and the
referral process. As of the time of this filing, the Company is working on
reaching its customers through expanding web presence.
The Company has yet to generate regular sales revenue. However, the Company
does not anticipate that its revenues will be dependent on any one or even a
few major customers once its regular revenues begin.
(7)Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements,
or Labor Contracts
The Company's success and ability to compete will be dependent in part on the
protection of its potential trademarks, trade names, service marks and other
proprietary rights. The Company intends to rely on trade secret and copyright
laws to protect the intellectual property that it plans to develop, but there
can be no assurance that such laws will provide sufficient protection to the
Company, that others will not develop a service that are similar of superior to
the Company's, or that third parties will not copy or otherwise obtain and use
the Company's proprietary information without authorization.
In addition, in the course of ordinary business the Company may use third-party
software, trademarks, or patents that has to be properly licensed. There can be
no assurance that these third party licenses will be available or will continue
to be available to the Company on acceptable terms or at all. The inability to
enter into and maintain any of these licenses could have a material adverse
effect on the Company's business, financial condition or operating results.
However, at the time of this filing, the requirements to use licensed software,
trademarks, or patents have not been established; there are no specific plans or
agreements that would require obtaining third-party licenses in the foreseeable
future.
Policing unauthorized use of the Company's proprietary and other intellectual
property rights could entail significant expense and could be difficult or
impossible. In addition, there can be no assurance that third parties will not
bring claims of copyright or trademark infringement against the Company or claim
that certain of the Company's processes or features violates a patent. There can
be no assurance that third parties will not claim that the Company has
misappropriated their creative ideas or formats or otherwise infringed upon
their proprietary rights. Any claims of infringement, with or without merit,
could be time consuming to defend, result in costly litigation, divert
management attention, require the Company to enter into costly royalty or
licensing arrangements to prevent the Company from using important technologies
or methods, any of which could have a material adverse effect on the Company's
business, financial condition or operating results.
(8)Regulation
The Company is not currently subject to direct regulation by any domestic or
foreign governmental agency, other than regulations applicable to businesses
generally, and laws or regulations directly applicable to access to online
commerce. However, due to the increasing popularity and use of the Internet and
other online services, it is possible that a number of laws and regulations may
be adopted with respect to the Internet or other online services covering issues
such as user privacy, pricing, content, copyrights, distribution and
characteristics and quality of products and services. Furthermore, the growth
and development of the market for online commerce may prompt calls for more
stringent consumer protection laws that may impose additional burdens on those
companies conducting business online. The adoption of any additional laws or
regulations may decrease the growth of the Internet or other online services,
which could, in turn, decrease the demand for the Company's products and
services and increase the Company's cost of doing business, or otherwise have an
adverse effect on the Company's business, prospects, financial condition and
results of operations. Moreover, the applicability to the Internet and other
online services of existing laws in various jurisdictions governing issues such
as property ownership, sales tax, libel and personal privacy is uncertain and
may take years to resolve. Any such new legislation or regulation, the
application of laws and regulations from jurisdictions whose laws do not
currently apply to the Company's business, or the application of existing laws
and regulations to the Internet and other online services could have a material
adverse effect on the Company's business, prospects, financial condition and
results of operations.
(9)Effect of Existing or Probable Government Regulations
The Company believes that the regulations governing the online information and
marketing industry will not have a material effect on its operations as
described elsewhere in this Registration Statement. However, various federal
and state agencies may propose new legislation that may adversely affect the
Company's business, financial condition and results of operations.
(10)Research and Development Activities
As of the time of this filing, the Company has incurred product development
costs of $6389 that covered web site domain name registration fee and web site
development costs. The Company does not anticipate incurring any further
research and development costs through the fiscal and calendar year ending
December 31, 1999.
(11)Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws,
which would effect its operations.
(12)Employees
As a start up company in the research and development phase - - in order to more
prudently manage the Company's limited resources - the Company presently has no
(0) full time employees and three (3) part time employees. The Company's
employees are currently not represented by a collective bargaining agreement,
and the Company believes that its relations with its employees are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately eight (8) month operating period ended
September 30, 1999, the Company incurred a net loss of $114,688.20 for selling,
general and administrative expenses related to start-up operations. The company
financed its start-up operations with the proceeds of the following financing
transactions: (1) on February 3, 1999, two (2) founding shareholders purchased
4,000,000 shares of the Company's authorized treasury stock for cash at book
value; this original stock offering was made pursuant to Section 4(2) of the
Securities Act of 1933, as amended; and (2) in April of 1999, the Company
completed an offering of six hundred eighteen thousand seven hundred fifty
(618,750) shares of the Common Stock of the Company to approximately thirty-two
(32) unaffiliated shareholders; this offering was made in reliance upon an
exemption from the registration provisions of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504 of the Act. The amount raised in
the two financing transactions was $127,750. As of the date of this filing, the
Company has four million six hundred eighteen thousand seven hundred fifty
(4,618,750) shares of its $0.001 par value common voting stock issued and
outstanding which are held by approximately thirty four (34) shareholders of
record.
Management anticipates that the Company's funds at the time of this filing will
be sufficient to provide the Company's capital needs for the next approximately
six (6) months to twelve (12) months. This belief is based on the fact that the
company has completed most capital-intensive projects, such as equipment
purchases and set-up. Capital requirements in the next six (6) to (12) months
will be limited to routine maintenance. However, with no current source of
regular revenue, as disclosed in Note 3 to the accompanying Financial
Statements, without realization of additional capital, it would be unlikely for
the Company to continue as a going concern after that period. It is
management's plan to seek additional capital through a State of Nevada
registered public offering of securities pursuant to Chapter 90.490 of the
Nevada revised statutes. There can be no assurance, however, that the company
would be able to raise any funds through such offering. The Company currently
has no arrangements or commitments for accounts and accounts receivable
financing. There can be no assurance that any such financing can be obtained or,
if obtained, that it will be on reasonable terms.
This is a development stage company. The Company believes that its initial
revenues will be primarily dependent upon the Company's ability to
cost-effectively and efficiently provide information and marketing services to
companies seeking assistance and guidance to gain maximum exposure on the
Internet. The Company designates as its priorities for the first six (6) to
twelve (12) months of operations as developing and marketing its services to
establish its operations in the information and marketing services market. In
fulfillment of these plans, at the time of this filing, the Company has
registered a domain name for its web site and is developing its web site.
Realization of sales of the Company's products, services and/or technology
during the fiscal year ending December 31, 1999 is vital to its plan of
operations. As disclosed above and in Note 3 to the accompanying Financial
Statements, the Company's viability depends on internal and external financing.
A failure to realize sales - the main source of internal financing - may also
restrict access to sources of outside financing by making the Company
unattractive to outside investors.
There can be no assurance that the Company will be able to compete successfully
or that the competitive pressures the Company may face will not have a material
adverse effect on the Company's business, results of operations and financial
condition. Additionally, a superior competitive technology, service or product
could force the Company out of business.
As of the date of this filing, the Company has yet to generate any regular
revenues. In addition, the Company may not generate regular revenues for the
next six (6) to twelve (12) months.
(2)No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3)Management believes that the Company's future growth and success will be
dependent on its ability to develop or acquire products and technology to meet
the needs of its prospective customers. As the Company commences its
operations, management will establish and attempt to fulfil the Company's
personnel and equipment requirements as applies to product-development, product-
and technology-research, and market-research tasks. However, the Company
believes that the long-term success of its product offerings and technology will
not require substantial research and development.
The Company has yet to incur any research and development costs from February 1,
1999 (date of inception) through April 7, 1999. In addition, the Company does
not anticipate incurring any substantial research and development costs through
the fiscal and calendar year ending December 31, 1999.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5)Management does not anticipate any significant changes in the number of
employees over the next approximately six (6) to twelve (12) months.
B. Segment Data
As of September 30, 1999, the Company generated only $2,666 in sales revenue
from a single source. Accordingly, no table showing percentage breakdown of
revenue by business segment or product line is included.
Item 3.Description of Property
A. Description of Property
The Company's corporate headquarters are located at 201 Lomas Santa Fe, Suite
340, Solona Beach, California 92075. The office space is provided by an officer
and director of the Company at no cost to the Company. The Company does not
have any additional facilities. Additionally, there are currently no proposed
programs for the renovation, improvement or development of the property
currently being utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding the
acquisition or sale of assets primarily for possible capital gain or primarily
for income. The Company does not presently hold any investments or interests in
real estate, investments in real estate mortgages or securities of or interests
in persons primarily engaged in real estate activities.
Item 4.Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth certain information as of the date of this
Registration Statement with respect to the beneficial ownership of the Common
Stock of the Company concerning stock ownership by (i) each director, (ii) each
executive officer, (iii) the directors and officers of the Company as a group
and (iv) each person known by the Company to own beneficially more than five
percent (5%) of the Common Stock. Unless otherwise indicated, the owners have
sole voting and investment power with respect to their respective shares.
<TABLE>
<CAPTION>SHAREHOLDERS
<S> <C> <C> <C> <C>
Amount
Title Name and Address of shares Percent
Of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ --------------------- -------------- --------- -------
Common H. Steven Bonenberger President, CEO 1,960,000 42.44%
201 Lomas Santa Fe
Suite 340
Solona Beach, CA 92075
Common Merrill Moses Vice-President 2,040,000 44.17%
201 Lomas Santa Fe
Suite 340
Solona Beach, CA 92075
Common All Executive Officers 4,000,000 86.60%
and Directors as a Group
(3 Persons)
</TABLE>
B. Persons Sharing Ownership of Control of Shares
No person other than H. Steven Bonenberger or Merrill Moses owns or shares the
power to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity that
controls substantially all (more than 80%) of the issuers of common stock, the
Company has no parents.
Item 5.Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive officers
are as follows:
<TABLE>
<CAPTION>NAMES AND AGES OF OFFICERS
<S> <C> <C>
Name Age Position
H. Steven Bonenberger 42 President, CEO
Merrill Moses 45 Director, Vice-President
Kathy Hedlund 42 Secretary, Treasurer
</TABLE>
Mr. Bonenberger was appointed President and CEO of the Company on February 1,
1999.
Mr. Moses was appointed Vice-President and the sole Director of the Company on
February 1, 1999.
Ms. Hedlund was appointed Secretary and Treasurer of the Company on February 1,
1999.
B. Work Experience
H. Steven Bonenberger, President, CEO - Mr. Bonenberger was born in St. Louis,
Missouri. He received his formal education at SouthWest Baptist University in
Bolivar, Missouri and earned degrees in Religious Studies and Psychology. Mr.
Bonenberger brings to the Company expertise in the arenas of sales, marketing
and public relations. During the five years prior to the filing, the only other
company Mr. Bonenberger has worked for is The Financial Power Network, Inc (a
sales and marketing company), for which he has been the CEO and President for
more than 10 years. He has been responsible for creating awareness of clients'
products and/or services in the target market, creating media campaigns to
position products and/or services, and consulting clients' management on
corporate identity issues.
Merrill Moses, Vice-President - A graduate of Brigham Young University with
degrees in finance and business, Mr. Moses owned eight different restaurants by
the age of 23, including holding the position of CEO and President at M&M Foods
and M&M Enterprises. With skills including financial procurement, asset
accounting, debt servicing, personnel management, and equity financing, Mr.
Moses originated the Jiffy Lube franchise and an investment-banking firm.
In 1980, Mr. Moses created an independent oil company, Intercontinental Oil &
Research (ICOR) which operated for ten years. In 1982, Merrill Moses formed
Bonafied Financial Management (BFM), a financial planning corporation. BFM was
created with the purpose of facilitating the accounting needs of ICOR and its
mining subsidiary. Bonafied helped clients with investments dealing with tax
advantage vehicles, Research and Development projects, the entertainment
industry, a variety of profit partnerships, and oil and gas partnerships and
mining production venues.
Mr. Moses began mortgage financing with a Real Estate license in Utah in 1983.
For the next ten (10) years, he financed construction and commercial projects in
three (3) states and two (2) countries with the accompanying secondary
financing. Between 1989 and 1993, Mr. Moses created Caribou Mining and
Exploration, operating the business as CEO and President. Caribou was a mining
company operating a lead, silver, zinc and gold property in Northwest Nevada
with ore reserves in the hundred million- dollar range. Cambridge Home Loans
(CHL) was created by Mr. Moses in 1994. He is the sole owner and serves as CEO
and Senior Loan Officer. CHL was incorporated in 1997 and currently employs over
50 people.
Kathy Hedlund, Secretary/Treasurer - Ms. Hedlund has an extensive background in
administrative work. For eighteen years she worked at Continental Lawyers
Title, Inc. During that time, Ms. Hedlund served as the assistant to the
Secretary of the corporation. During the last five years, Ms. Hedlund has been
working at the Mission at San Louis Rey in Oceanside, California, where she has
served as Administrative Assistant, Bookkeeper, and Accountant. She is
currently the Director of Accounting operating all of the financial management
systems for this non-profit corporation. Ms. Hedlund brings to the Company
experience and expertise in various computer products such as word-processing,
spreadsheet, and database management software.
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1)No director, officer, significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.
(2) No director, officer or significant employee has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
(3)No director, officer or significant employee has been convicted of violating
a federal or state securities or commodities law.
Item 6.Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its executive
officers but expects to sign employment agreements with each in the next
approximately six (6) months. The Company does not currently have a stock
option plan. No executive officers of the Company prior to
April 7, 1999 drew a formal salary from the Company. Once the Company begins to
generate regular revenue, however, each executive officer is expected to draw
the following annual
compensation.
<TABLE>
<CAPTION>COMPENSATION OF DIRECTORS
<S> <C> <C> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
H. Steven Bonenberger President, CEO $75,000.00
Merrill Moses Vice-President $24,000.00
Kathy Hedlund Secretary, Treasurer $12,000.00
</TABLE>
(2)Compensation of Directors
There were no arrangements pursuant to which any director of the Company was
compensated for the period from February 1, 1999 to April 7, 1999 for any
service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only director is its
current executive officer who is already drawing a salary for the management of
the Company.
Item 7.Certain Relationships and Related Transactions
On February 3, 1999, two (2) founding shareholders purchased 4,000,000 shares
of the Company's authorized $.00l Par value treasury common stock for cash of
$4,000 (book value). This original stock offering was made pursuant to Section
4(2) of the Securities Act of 1933, as amended.
Part II
Item 1.Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it have
knowledge of any threatened litigation.
Item 2.Market for Common Equity and Related Stockholder Matters
A. Market Information
(1)The common stock of the Company is currently not traded on the OTC Bulletin
Board or any other formal or national securities exchange. Being a start-up
company, there is no fiscal history to disclose.
(2)(i)There is currently no Common Stock that is subject to outstanding options
or warrants to purchase, or securities convertible into, the Company's common
stock.
(ii)There is currently no common stock of the Company which could be sold under
Rule 144 under the Securities Act of 1933 as amended or that the registrant has
agreed to register for sale by security holders.
(iii)There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of April 7, 1999, the Company had approximately 34 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not
anticipate paying dividends in the immediate foreseeable future. The board of
directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports containing
audited financial statements and such other periodic reports as the Company may
determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company is
Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120, (702)-361-3033.
Item 3.Recent Sale of Unregistered Securities
On February 3, 1999, two (2) founding shareholders purchased 4,000,000 shares
of the Company's authorized $.00l Par value treasury common stock at par value
for cash of $4,000. This original stock offering was made pursuant to Section
4(2) of the Securities Act of 1933, as amended.
In April of 1999, the Company completed an offering of shares of common
stock of the Company that was exempt from federal registration pursuant to
Regulation D, Rule 504 of the Securities Act of 1933, as amended, and exempt
from state registration pursuant to various state security transaction
exemptions. The Company sold 618,750 shares of the Common Stock of the Company
at a price of $.20 per share for a total amount raised of $123,750.00 to 32
unaffiliated shareholders of record. None of these shareholders may be
construed as underwriters pursuing to, or in relation to Item 701(b) of
Regulation S-B. The Company received cash in the amount of $96,650.00 and
extinguished an existing liability in the amount of $27,500.00. The Company
filed an original Form D with the Securities and Exchange Commission on or about
April 5, 1999. As of April 7, 1999, the Company has 4,618,750 shares of common
stock issued and outstanding held by 34 shareholders of record.
Item 4.Description of Securities
A. Common Stock
(1)Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.
ii. Voting Rights - each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is
non-cumulative, which means that the holder of fifty percent (50%) of the shares
voting for the election of the directors can elect all the directors. The board
of directors may issue shares for consideration of previously authorized but
unissued common stock without future stockholder action.
iii. Liquidation Rights - upon liquidation, the holders of the common stock are
entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - holders of common stock are not entitled to preemptive
rights.
v. Conversion Rights - no shares of common stock are currently subject to
outstanding options, warrants or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2)Potential Liabilities of Common Stockholders to State and Local Authorities
No material potential liabilities are anticipated to be imposed on stockholders
under state statues.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5.Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors, officers
and employees as follows: Every director, officer or employee of the Corporation
shall be indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide to any
person who is or was a director, officer, employee or agent of the Corporation
or is or was serving at the request of the Corporation as a director, officer,
employee or agent of the corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable Nevada law. The
Board of Directors may, in its discretion, direct the purchase of liability
insurance by way of implementing the provisions of this Article. However, the
Company has yet to purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a director or officer
of the corporation shall not be personally liable to this corporation or its
stockholders for damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of the law or (ii) the unlawful payment of dividends. Any
repeal or modification of this Article by stockholders of the corporation shall
be prospective only, and shall not adversely affect any limitation on the
personal liability of a director or officer of the corporation for acts or
omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every person
who was or is a party to, or is threatened to be made a party to, or is involved
in any such action, suit or proceeding, whether civil, criminal, administrative
or investigative, by the reason of the fact that he or she, or a person with
whom he or she is a legal representative, is or was a director of the
corporation, or who is serving at the request of the corporation as a director
or officer of another corporation, or is a representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless
to the fullest extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss (including attorneys'
fees, judgments, fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors incurred
in defending a civil suit or proceeding must be paid by the corporation as
incurred and in advance of the final disposition of the action, suit, or
proceeding, under receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he or she is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of any other
right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a)The Regency Group Limited, Inc. Page
Report of James Slayton, CPA F-1
Balance Sheet as of April 7, 1999 F-2
Statement of Operations for the period
from February 1, 1999 through
April 7, 1999 F-3
Statement of Stockholder's Equity
for the period from February 1, 1999
through April 7, 1999 F-4
Statement of Cash Flows for the period
from February 1, 1999 through
April 7, 1999 F-5
Notes to Financial Statements F-6,7
b)Interim Financial Statements (Unaudited)
Balance Sheet as at September 30, 1999
and April 7, 1999 F-8
Statement of Operations for Three-Month
Periods Ended September 30, 1999 and
June 30, 1999, and the Period from
February 1, 1999 (Date of Inception)
to April 7, 1999 F-9
Statement of Cash Flows for Three-Month
Periods Ended September 30, 1999 and
June 30, 1999, and the Period from
February 1, 1999 (Date of Inception)
to April 7, 1999 F-10
Notes to Financial Statements F-11
c)Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time
d)Pro-forma Financial Information is not provided at this time as it is not
applicable at this time
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None -- Not Applicable.
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
April 7, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors April 22, 1999
The Regency Group Limited, Inc. (The Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of The Regency Group Limited, Inc. (A
Development Stage Company), as of April 7, 1999, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the period February 1, 1999
(Date of Inception) to April 7, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis evidence supporting
the amounts and disclosures in the financial statement presentation. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of The Regency Group Limited, Inc., (A
Development State Company), at April 7, 1999, and the results of its operations
and cash flows for the period February 1, 1999 (Date of Inception) to April 7,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, The Company has had limited operations and has not established a
long term source of revenue. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
April 7, 1999
CURRENT ASSETS
Cash $96,650.00
Other Current Assets 0.00
Total Current Assets 96,650.00
PROPERTY AND EQUIPMENT
Computer Equipment (net of depreciation) 0.00
Total Property and Equipment 0.00
OTHER ASSETS
Organization Costs net of Amortization 0.00
Total Other Assets 0.00
TOTAL ASSETS 96,650.00
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts Payable $0.00
Total Current Liabilities 0.00
OTHER LIABILITIES
Other Liabilities 0.00
Total Other Liabilities 0.00
EQUITY
Capital Stock 4,619.00
Additional Paid in Capital 123,131.00
Retained Earnings or (Deficit) (31,100.00)
Total Stockholders' Equity 96,650.00
TOTAL LIABILITES & OWNER'S EQUITY $96,650.00
See accompany notes to financial statements & audit report
-2-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
February 1, 1999
(Date of Inception)
to
April 7, 1999
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 30,900.00
Organization Costs 200.00
Total Costs and Expenses 31,100.00
Net Ordinary Income or (Loss) (31,100.00)
Weighted average number of common shares outstanding 4,618,750
Net Loss Per Share (Basic) -0.01
Net Loss per Share (Diluted) -0.01
See accompanying notes to financial statements & audit report
-3-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
February 1, 1999
(Date of Inception),
to
April 7, 1999
Deficit
accumulated
Additional during
paid-in development
Shares Amount capital stage
February 3, 1999
issued for cash 4,000,000 4,000.00 0.00
April 7, 1999
issued for cash 618,750 618.75 123,131.25
Net loss
February 2, 1999
(inception)
to April 7, 1999 (31,100.00)
Balance,
April 7, 1999 4,618,750 $4,618.75 $123,131.25 ($31,100.00)
See accompanying notes to financial statements & audit report
-4-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
February 1, 1999
(Date of Inception)
to
April 7, 1999
(Inception)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00
Net Cash provided by Operating Activities 0.00
Cash paid to suppliers and employees 30,900.00
Cash disbursed for Operating Activities 30,900.00
Net cash flow provided by operating activities (30,900.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant assets 0.00
Net cash used by investing activities 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 127,750.00
Cash disbursed for organization costs 200.00
Net cash provided by financing activities 127,750.00
Net increase (decrease) in cash 96,650.00
April 7, 1999 96,650.00
See accompanying notes to financial statements & audit report
-5-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 7, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 1, 1999(Date of Inception) under the laws of
the State of Nevada, as The Regency Group Limited, Inc. (The Company) has no
operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On February 3, 1999, the company issued 4,000,000 Shares of its $.00l Par value
common stock for cash of $4,000.00.
In April of 1999, the Company completed a offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act of
1933 as amended, and exemptions from state registration pursuant to various
state security transaction exemptions. The Company sold 618,750 shares of Common
Stock at a price of $.20 per share for a total amount raised of $123,750.00. The
Company received cash in the amount of $96,650.00 and extinguished an existing
liability in the amount of $27,500.00
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Per SOP 98-5, the cost of organization, $200.00 , was expensed as incurred.
3. Earnings per share is computed using the weighted average number of shares of
common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of deprecation.
6. The Company will review its need for a provision for federal income tax on a
quarterly basis.
7. Cash and cash equivalents include highly liquid investments purchased with a
remaining maturity of three months or less. Such investments are carried at
cost, which approximates fair value, due to the short period of time until
maturity.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Management anticipates that the Company's funds at the time of this
filing will be sufficient to provide the Company's capital needs for the next
approximately six (6) months to twelve (12) months. However, with no current
source of regular revenue, it would be unlikely for the Company to continue as a
going
concern after that period without realization of additional capital. It is
management's plan to seek additional capital through a State of Nevada
registered public offering of securities pursuant to Chapter 90.490 of the
Nevada revised statutes. . There can be no assurance, however, that the company
would be able to raise any funds through such offering.
-6-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 7, 1999
NOTE 4- RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
-7-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
Unaudited Interim Financial Statements
for Three-Month Periods Ended September 30, 1999 and June 30, 1999,
and
the Period from February 1, 1999 (Date of Inception)
to
April 7, 1999
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
BALANCE SHEET
(unaudited)
AS AT
September 30, 1999, June 30, 1999,
and
April 7, 1999
September 30 1999 June 30 1999 April 7 1999
ASSETS
CURRENT ASSETS
Cash $8,189.51 $45,685.79 $96,650.00
Other Current Assets $0.00 $0.00 $0.00
Total Current Assets $8,189.51 $45,685.79 $96,650.00
PROPERTY AND EQUIPMENT
Computer Equipment $4,872.29 $5,128.73 $0.00
(Net of Depreciation)
Total Property and Equipment $4,872.29 $5,128.73 $0.00
TOTAL ASSETS $13,061.80 $50,814.52 $96,650.00
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $0.00 $0.00 $0.00
Total Current Liabilities $0.00 $0.00 $0.00
OTHER LIABILITIES $0.00 $0.00 $0.00
EQUITY
Capital Stock $4,619.00 $4,619.00 $4,619.00
Additional Paid In Capital $123,131.00 $123,131.00 $123,131.00
Retained Earnings (Deficit) ($114,688.20) ($76,935.48) ($31,100.00)
Total Stockholders' Equity $13,061.80 $50,814.52 $96,650.00
TOTAL LIABILITIES AND OWNERS' $13,061.80 $50,814.52 $96,650.00
EQUITY
See accompanying Notes to Financial Statements
-8-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(unaudited)
for Three-Month Periods Ended September 30, 1999 and June 30, 1999,
and
the Period from February 1, 1999 (Date of Inception)
to
April 7, 1999
Three Months Three Months February 1, 1999
Ending Ending (Date of Inception)
September 30,1999 June 30,1999 to April 7,1999
- ----------------------- ----------------- ------------- --------------------
REVENUE
Services $2,666.00 $0.00 $0.00
COSTS AND EXPENSES
Selling, General $40,162.28 $51,230.48 $30,900.00
and Administrative
Depreciation $256.44 $0.00 $0.00
Organization Costs $0.00 $0.00 $200.00
Total Costs and Expenses $40,418.72 $51,230.48 $31,100.00
Net Ordinary Income (Loss) ($37,752.72) ($51,230.48) ($31,100.00)
Weighted average number of
common shares outstanding 4,618,750 4,618,750 4,618,750
Net Loss Per Share (Basic) ($0.01) ($0.01) ($0.01)
Net Loss Per Share (Diluted) ($0.01) ($0.01) ($0.01)
See accompanying Notes to Financial Statements
-9-
<PAGE>
The Regency Group Limited, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(unaudited)
for Three-Month Periods Ended September 30, 1999 and June 30, 1999,
and
the Period from February 1, 1999 (Date of Inception)
to
April 7, 1999
Three Months Three Months February 1, 1999
Ending Ending (Date of Inception)
September 30, 1999 June 30, 1999 to April 7, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from $2,666.00 $0.00 $0.00
customers
Cash provided by $2,666.00 $0.00 $0.00
Operating Activities
Cash paid to $40,162.28 $51,230.48 $30,900.00
suppliers and employees
Cash disbursed for $40,162.28 $51,230.48 $30,900.00
Operating Activities
Net Cash Flow used in ($40,162.28) ($51,230.48) ($30,900.00)
Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of plant assets $0.00 $5,128.73 $0.00
Net Cash Flow used by $0.00 ($5,128.73) $0.00
Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock $0.00 $0.00 $127,750.00
Cash disbursed for $0.00 $0.00 ($200.00)
organization costs
Net Cash provided $0.00 $0.00 $127,550.00
by Financing Activities
Net increase (decrease) ($37,496.28) ($56,359.21) $96,650.00
in cash
Cash balance at $45,685.79 $102,045.00 $0.00
the beginning of period
Cash balance at $8,189.51 $45,685.79 $96,650.00
the end of period
See accompanying Notes to Financial Statements
-10-
<PAGE>
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 1999
NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 1, 1999(Date of Inception) under the laws of
the State of Nevada, as The Regency Group Limited, Inc. (The Company) has no
operations and in accordance with SFAS #7, the Company is considered a
development stage company.
On February 3, 1999, the company issued 4,000,000 Shares of its $.00l Par value
common stock for cash of $4,000.00.
In April of 1999, the Company completed a offering that was exempt from
federal registration pursuant to Regulation D, Rule 504 of the Securities Act of
1933 as amended, and exemptions from state registration pursuant to various
state security transaction exemptions. The Company sold 618,750 shares of Common
Stock at a price of $.20 per share for a total amount raised of $123,750.00. The
Company received cash in the amount of $96,650.00 and extinguished an existing
liability in the amount of $27,500.00
NOTE 2- ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. Per SOP 98-5, the cost of organization, $200.00 , was expensed as incurred.
3. Earnings per share is computed using the weighted average number of shares of
common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of deprecation.
6. The Company will review its need for a provision for federal income tax on a
quarterly basis.
7. Cash and cash equivalents include highly liquid investments purchased with a
remaining maturity of three months or less. Such investments are carried at
cost, which approximates fair value, due to the short period of time until
maturity.
NOTE 3- GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. Management anticipates that the Company's funds as of September 30,
1999 will be sufficient to provide the Company's capital needs for the next
approximately six (6) months to twelve (12) months. However, with no current
regular source of regular revenue, it would be unlikely for the Company to
continue as a going concern after that period without realization of additional
capital. It is management's plan to seek additional capital through a State of
Nevada registered public offering of securities pursuant to Chapter 90.490 of
the Nevada revised statutes. . There can be no assurance, however, that the
company would be able to raise any funds through such offering.
NOTE 4- RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 5- WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
-11-
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed February 1, 1999
(b)By-Laws of the Company adopted February 1, 1999
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The Regency Group Limited, Inc. ending
April 7, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
<PAGE>
Item 2.Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed February 1, 1999
(b)By-Laws of the Company adopted February 1, 1999
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of The Regency Group Limited, Inc. ending
April 7, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
29. Additional Exhibits
Not applicable
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
__________________The Regency Group Limited, Inc.__________________
(Registrant)
Date: June 29, 1999
By:/s/ H. Steven Bonenberger
H. Steven Bonenberger, President and Chief Executive Officer
By:/s/ Merrill Moses
Merrill Moses, Vice-President
By:/s/ Kathy Hedlund
Kathy Hedlund, Secretary and Treasurer
THE REGENCY GROUP LIMITED, INC.
A Nevada Corporation
Exhibit 3 (a)
Articles of Incorporation of the Company
Filed February 1, 1999
<PAGE>
ARTICLES OF INCORPORATION
OF
The Regency Group Limited, Inc.
1.Name of Company:
The Regency Group Limited, Inc.
2.Resident Agent:
The resident agent of the Company is: Nevada Internet
Corporation Enterprises 3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3.Board of Directors:
The Company shall initially have one director (1) who is
Steve Bonenberger; 2604 B El Camino Real #132; Carlsbad, CA
92008. This individual shall serve as director until their
successor or successors have been elected and qualified. The
number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4.Authorized Shares:
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 20,000,000 shares
of Common Stock having a 5.001 par value, and 5,000,000
shares of Preferred Stock having a 5.001 par value. The
Common and/or Preferred Stock of the Company may be issued
from time to time without prior approval by the
stockholders. The Common and/or Preferred Stock may be
issued for such consideration as may be fixed from time to
time by the Board of Directors. The Board of Directors may
issue such share of Common and/or Preferred Stock in one or
more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions.
5.Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right
or right of subscription to acquire shares of the
corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right
of subscription thereto, other than to the extent, if any,
the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money,
property or services, as the directors shall determine,
shall not be subject to assessment to pays the debts of the
corporation, nor for any other purpose, and no Common Stock
issued as fully paid shall ever be assessable or assessed,
and the Articles of Incorporation shall not be amended to
provide for such assessment.
<PAGE>
6.Directors' and Officers' Liability
A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or emissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7.Indemnity
Every person who was or is a party to, or is threatened to
be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or
a person with whom he or she is a legal representative, is
or was a director of the corporation, or who is serving at
the request of the corporation as a director or officer of
another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, lines, and amounts
paid or to be paid in a settlement) reasonably incurred or
suffered by him or her in connection therewith. Such right
of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit
or proceeding must be paid by the corporation as incurred
and in advance of the final disposition of the action, suit,
or proceeding, under receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent
jurisdiction that he or she is not entitled to be
indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of
such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing, the Board
of Directors may adopt By Laws from time to time without
respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State
of Nevada, and may cause the corporation to purchase or
maintain insurance on behalf of any person who is or was a
director or officer
8.Amendments
Subject at all times to the express provisions of Section 5
on the Assessment of Shares, this corporation reserves the
right to amend, alter, change, or repeat any provision
contained in these Articles of Incorporation or its By-Laws,
in the manner now or hereafter prescribed by statute or the
Articles of Incorporation or said By-Laws, and all rights
conferred upon shareholders arc granted subject to this
reservation.
9.Power of Directors
En furtherance, and not in limitation of those powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject to the By-Laws, if any, adopted by the
shareholders, to make, alter or repeal the By-Laws of the
corporation;
<PAGE>
(b)To authorize and caused to be executed mortgages and
liens, with or without limitations as to amount, upon the
real and personal property of the corporation;
(c)To authorize the guaranty by the corporation of the
securities, evidences of indebtedness and obligations of
other persons, corporations or business, entities;
(d)To set apart out of any funds of the corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve;
(e)By resolution adopted by the majority of the whole board,
to designate one or more committees to consist of one or
more directors of the of the corporation, which, to the
extent provided on the resolution or in the By-Laws of the
corporation, shall have and may exercise the powers of the
Board of Directors in the management of the affairs of the
corporation, and may authorize the seat of the corporation
to be affixed to all papers which may require it. Such
committee or committees shall have name and names as may be
stated in the By-Laws of the corporation or as may be
determined from time to time by resolution adopted by the
Board of Directors.
All the corporate powers of the corporation shall be
exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this Friday,
January 29, 1999, hereby declaring and certifying that the
facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address:3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
Signature:
/S/THOMAS C. COOK, ESQ.
State of Nevada )
County of Clark )
This instrument was acknowledged before me on
January 29, 1999, by Thomas C. Cook.
/S/ MATTHEW J BLEVINS
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, TED 0. CAMPBELL II, as a principal of Nevada Internet
Corporation Enterprises ("NICE") hereby accept appointment
of NICE as the resident agent for the above referenced
company.
Signature: /S/Ted D. Campbell II
Ted D. Campbell II
Exhibit 3 (b)
By-Laws of the Company Adopted February 3, 1999
<PAGE>
1
BYLAWS
OF
The Regency Group Limited, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
February in each year, beginning with the year 2000, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
<PAGE>
place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place,
either within or without the State of Nevada, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of the meeting will be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date
in any case to be not more than fifty (50) days and, in case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is
fixed for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
<PAGE>
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share is
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
<PAGE>
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors
shall be responsible for the control and management of the
affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred
upon or reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
<PAGE>
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
<PAGE>
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation therefor.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
<PAGE>
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file written dissent to
such action with the person acting as the Secretary of the
meeting before the adjournment thereof, or shall forward
such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
<PAGE>
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation will be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election
or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be
terminable at will.
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
<PAGE>
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
<PAGE>
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident 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.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
<PAGE>
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
<PAGE>
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies
or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer
books of the Corporation by the holder of record thereof or
by his/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her attorney
thereunto authorized by power of attorney duly executed and
filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that
<PAGE>
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement
is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty first day of
December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provisions of these Bylaws or
under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or
<PAGE>
persons entitled to such notice, whether before or after the
time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 3rd day of
February, 1999.
__________________________/S/Kathy Hedlund
Secretary
THE REGENCY GROUP LIMITED, INC.
A Nevada Corporation
Exhibit 23
Consents of Independent Public Accountants
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
April 22, 1999
To Whom It May Concern:
The firm of James E. Slayton, Certified Public Accountant consents
to the inclusion of my report of April 22, 1999, on the Financial
Statements of The Regency Group Limited, Inc. from the inception
date of February 1, 1999 through April 7, 1999, in any filings
that are necessary now or in the near future to be filed with the
U.S. Securities and Exchange Commission.
Professionally,
/S/James E. Slayton, CPA
Ohio License ID# 04-1 -1 5582
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