UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
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.
<PAGE>
<TABLE>
<CAPTION> TABLE OF CONTENTS
<S> <C> <C>
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
</TABLE>
<PAGE>
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. The Company
believes it can assist its corporate clients in their search to
forge meaningful market share on the World Wide Web. As an
online corporate marketing services firm, the Company believes it
can assist corporations in their ongoing search and need to bring
maximum product exposure and maximum profitability for their
online sales division.
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.
B. Business of Issuer
(1)Principal Products and Services and Principal Markets
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 the traditional direct-response
marketing methods are outdated and completely unsuitable for the
coming trend of online commerce. 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.
has the prospect of increasing its sales volume without the
unnecessary weight and bulk of extra personnel or unneeded
overhead.
The Company believes it understands the key business challenges
of the information and marketing services industry and uses the
unique environment of the Internet to address those challenges.
The key operating advantages of the Company's Web site 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) scaleable technology and systems that can serve a fast-
growing customer base and (v) the ability to serve a worldwide
customer base from a single, domestic location. The Company's
investments in its Web site, content, marketing and technology
will be leveraged over a growing global sales base resulting in
substantial economies of scale that the Company believes should
enable it to achieve greater operating margins than 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.
Customer Service
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 train its sales and customer service representatives
to offer solutions and extend the level of service needed to
satisfy the customer.
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.
(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 be the authoritative source for
technology based marketing services by delivering to its
customers the benefits of online commerce and by maintaining
relentless customer focus. The Company intends to strive to
offer its customers compelling value through innovative use of
technology, secure transactions, high-quality products, a high
level of customer service, competitive pricing and personalized
services. In addition, the Company seeks to offer its customers
a high-quality shopping experience through informative and
entertaining editorial content, as well as simple and efficient
navigation and search capabilities.
Build Strong Brand Recognition
The Company believes that name recognition is an important
advantage in the marketing services industry as products are
generally unbranded and buyers must trust in a retailer's
reliability and credibility. To maximize customer awareness,
expand its customer base cost effectively and avoid reliance on
any one source of customers, the Company seeks 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.
Leverage Technology to Maximize Business Impact
The Company intends to leverage the unique efficiencies of the
Internet to (i) personalize the user experience, (ii) increase
merchandising effectiveness and (iii) improve operating
efficiency. By targeting content and promotions such as e-mails,
newsletters and store advertising, the Company intends to deliver
compelling promotional programs. The Company will also use such
technology to lower transaction costs and improve the customer
experience 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.
Exploit International Market Opportunities
The Company believes that the Web offers a unique opportunity for
marketing service firms to reach the international market for
their products, goods or services. The Company believes the
marketplace is fragmented and exceeds the size of the domestic
market for such goods. 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. By translating portions of its Web site to foreign
languages and arranging rapid shipping to international
destinations, the Company believes it can attract sales from
foreign buyers. 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.
Pursue Strategic Acquisitions and Alliances
The Company believes that there are numerous opportunities
to acquire other businesses with established bases, compatible
operations, experience with additional or emerging Internet
services and technologies, and experienced management. The
Company believes that these acquisitions, if successful, will
result in synergistic opportunities, and may increase the
Company's revenue and income growth. The Company intends to seek
opportunities to acquire businesses, services and/or technologies
that it believes will complement its business operations. The
Company plans to seek opportunistic acquisitions that may provide
complementary technology, expertise or access to certain markets.
In addition, the Company may seek to acquire certain component
technologies that may provide opportunities to accelerate its
service development efforts. No specific acquisition candidates
have been identified, and no assurance can be given that any
transactions will be effected, or if effected, will be
successful.
In addition, the Company may pursue strategic alliances with
partners who have established operations. As part of these joint
venture agreements, the Company may make investments in or
purchase a part ownership in these joint ventures. The Company
believes that these joint venture relationships, if successful,
will result in synergistic opportunities, allowing the Company to
gain additional insight, expertise and penetration in markets
where joint venture partners already operate, and may increase
the Company's revenue and income growth. No specific joint
venture agreements have been signed, and no assurance can be
given that any agreements will be effected, or if effected, will
be successful.
(3)Status of Any Announced New Product or Service
The Company has limited operating history. The Company was
organized on 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.
(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. International Data Corporation ("IDC")
estimates that the number of Web users will grow from
approximately 69 million worldwide in 1997 to approximately 320
million worldwide by the end of 2002. 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. IDC estimates that commerce over the
Internet will increase from approximately $32 billion worldwide
in 1998 to approximately $130 billion worldwide in 2000.
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. IDC
estimates that the total value of goods and services purchased
over the Web grew from $318 million in 1995, to an annualized run
rate of $5.4 billion in December 1996, and will increase to $95
billion in 2000.
Traditional Marketing Methods
The Company believes it can position itself to compete in the
highly fragmented direct response marketing industry by
establishing its brand, economies of scale and geographic and
demographic diversity. Several characteristics of the
traditional direct response 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. In addition, traditional marketing methods are outdated,
cost prohibitive and severely limit any company's ability to
market their products and services.
(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 April 7, 1999, no sales revenues have
been generated by the Company. The Company does not anticipate
that its revenues will be dependent, however, on any one or even
a few major customers once its revenues begin, however.
(7)Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements, or Labor Contracts
The Company'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, the Company
plans to rely on certain property licensed from third parties,
and may be required to license additional products or services in
the future, for use in the general operations of its business
plan. 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.
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 current operations. 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
The Company has yet to incur any research and development
costs from February 1, 1999 (date of inception) through April 7,
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 three (3) month operating period
ended April 7, 1999, the Company incurred a net loss of
$30,907.00 for selling, general and administrative expenses
related to start-up operations. It has yet to receive any
revenues from operations. On February 3, 1999, two (2) founding
shareholders purchased 4,000,000 shares of the Company's
authorized treasury stock for cash. This original stock offering
was made pursuant to Section 4(2) of the Securities Act of 1933,
as amended. Additionally, 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. 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 fully anticipates that the proceeds from the
sale of all of the Common Shares sold in the public offering
delineated above will be sufficient to provide the Company's
capital needs for the next approximately six (6) months to twelve
(12) months. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing.
There can be no assurance that any such financing can be obtained
or, if obtained, that it will be on reasonable terms.
This is a development stage company. The Company believes
that its initial revenues will be primarily dependent upon the
Company's ability to cost-effectively and efficiently provide
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. 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.
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 April 7, 1999, the Company has yet to generate any
revenues. In addition, the Company may not generate 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 largely dependent on its ability to develop or
acquire products and technology to meet the evolving needs of its
prospective customers. The Company believes that the long-term
success of its product offerings and technology will 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 April 7, 1999, no sales revenue has been generated by
the Company. Accordingly, no table showing percentage breakdown
of revenue by business segment or product line is included.
Item 3.Description of Property
A.Description of Property
The Company's corporate headquarters are located at 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 information as of the date of this
Registration Statement certain information with respect to the
beneficial ownership of the Common Stock of the Company
concerning stock ownership by (i) each director, (ii) each
executive officer, (iii) the directors and officers of the
Company as a group 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%
Common Merrill Moses Vice-President 2,040,000 44.17%
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 Vice-President
Kathy Hedlund 42 Secretary, Treasurer
</TABLE>
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 has
been the CEO and President of The Financial Power Network, Inc.
for more than 10 years. He has been responsible for the
promotion and marketing of over three hundred publicly traded
companies. Mr. Bonenberger brings expertise in the arenas of
sales, marketing and public relations to this premium effort.
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
successfully for ten years. ICOR arranged for the purchase of
over $100 million in developed and undeveloped oil and natural
gas properties throughout the Central and Western United States.
Oil and gas reserves held by this company totaled over 100
billion cubic feet of natural gas and 20 million barrels of oil
in the ground (proven reserves). 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. BFM
ultimately accumulated a client base numbering in the thousands
and an independent counseling staff in the hundreds. The amount
of financial transactions and their worth was valued at tens of
millions of dollars. 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. In its first year, CHL provided 85 loans with a
value of over $19 million. Business more than doubled in each
year of operation between 1995 and 1998. In 1998, CHL closed
more than 900 loans at nearly $250 million. CHL was incorporated
in 1997 and currently employs over 50 people and is financing an
average of over $15 million per month. Newt Gingrich nominated
Mr. Moses as Business Man of the Year. He was also listed in
"Who's Who," in both American Material Artisan and Executives and
Professionals.
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 principally as the assistant to the Secretary of the
corporation. More recently, Ms. Hedlund has been working at the
Mission at San Louis Rey in Oceanside, California. She is
currently the Director of Accounting, where she operates all of
the financial management systems for a large non-profit
corporation. Ms. Hedlund brings a great deal of administrative
and computer system experience and expertise to the Company.
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 officer but expects to sign employment agreements
with each in the next approximately six (6) months. No executive
officers of the Company prior to April 7, 1999 drew a formal
salary from the Company. Over the next twelve months, however,
each executive officer is expected to draw the following annual
compensation. The Company does not currently have a stock option
plan.
<TABLE>
<CAPTION>COMPENSATION OF DIRECTORS
<S> <C> <C> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Steve 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
Because of the development stage nature of the Company and
its relatively recent inception, February 1, 1999, the Company
has no relationships or transactions to disclose.
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
In April of 1999, the Company completed a public offering of
shares of common stock of the Company pursuant to Regulation D,
Rule 504 of the Securities Act of 1933, as amended, whereby it
sold 618,750 shares of the Common Stock of the Company to 32
unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or
about April 5, 1999. As of April 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 noncumulative, which means
that the holder of fifty percent (50%) of the shares voting for
the election of the directors can elect all the directors. The
board of directors may issue shares for consideration of
previously authorized but unissued common stock without future
stockholder action.
iii. Liquidation Rights - upon liquidation, the holders of the
common stock are entitled to receive pro rata all of the assets
of the Company available for distribution to such holders.
iv. Preemptive Rights - holders of common stock are not entitled
to preemptive rights.
v. Conversion Rights - no shares of common stock are currently
subject to outstanding options, warrants or other convertible
securities.
vi. Redemption rights - no redemption rights exist for shares of
common stock.
vii.Sinking Fund Provisions - no sinking fund provisions
exist.
viii. Further Liability For Calls - no shares of common stock
are subject to further call or assessment by the issuer. The
Company has not issued stock options as of the date of this
Registration Statement.
(2)Potential Liabilities of Common Stockholders to State and
Local Authorities
No material potential liabilities are anticipated to be
imposed on stockholders under state statues. Certain Nevada
regulations, however, require regulation of beneficial owners of
more than 5% of the voting securities. Stockholders that fall
into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are
established.
B.Debt Securities
The Company is not registering any debt securities, nor are
any outstanding.
C.Other Securities To Be Registered
The Company is not registering any security other than its
common stock.
Item 5.Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its
directors, officers and employees as follows: Every director,
officer or employee of the Corporation shall be indemnified by
the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a
party, or in which he/she may become involved, by reason of being
or having been a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or
any settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that
in the event of a settlement the indemnification herein shall
apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the
Corporation.
The Bylaws of the Company further states that the Company
shall provide to any person who is or was a director, officer,
employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or
agent of the corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit, litigation
or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its
discretion, direct the purchase of liability insurance by way of
implementing the provisions of this Article. However, the
Company has yet to purchase any such insurance and has no plans
to do so.
The Articles of Incorporation of the Company states that a
director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this
Article shall not eliminate or limit the liability of a director
or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of
this Article by stockholders of the corporation shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
The Articles of Incorporation of the Company further states that
every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a
director of the corporation, or who is serving at the request of
the corporation as a director or officer of another corporation,
or is a representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the 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.
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 are not provided
at this time as they are not applicable at this time
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
<PAGE>
<TABLE>
<CAPTION>TABLE OF CONTENTS
<S> <C>
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
</TABLE>
<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 fmancial 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 fmancial 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
<TABLE>
<CAPTION>BALANCE SHEET
<S> <C> <C>
ASSETS
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 193.00
Total Other Assets 193.00
TOTAL ASSETS 96,843.00
=========
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) (30,907.00)
-----------
Total Stockholders' Equity 96,843.00
TOTAL LIABILITES & OWNER'S EQUITY $96,843.00
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
</TABLE>
<TABLE>
<CAPTION>STATEMENT OF OPERATIONS
<S> <C> <C>
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative 30,900.00
Amortization of Organization Costs 7.00
Total Costs and Expenses 30,907.00
Net Ordinary Income or (Loss) (30,907.00)
Weighted average number of common
shares outstanding 4,618,750
Net Loss Per Share -0.01
</TABLE>
See accompany 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
<TABLE>
<CAPTION>STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
COMMON STOCK
<S> <C> <C> <C> <C>
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 (30,907.00)
Balance
April 7, 1999 4,618,750 $4,618.75 $123,131.25 ($30,907.00)
========= ========= =========== ============
</TABLE>
See accompany 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), (Inception) to April 7, 1999
<TABLE>
<CAPTION>STATEMENT OF CASH FLOWS
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00
Net Cash provided by Operating Activities 0.00
Cash paid to suppliers and employees 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 96,850.00
March 1, 1999 96,850.00
See accompany 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.
On February 16, 1999, the Company completed a public offering
that was exempt from federal registration.pursuant to Regulation
D, Rule 504 of the Securities Act of 1933 as amended, and
exemptions from state registration pursuant to various state
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.
L the cost of organization, $200..00 , is being amortized over a
period of 60 months (February 2, 1999 through January 31, 2003.)
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.
NOTE 3- GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through a State of Nevada registered
public offering of securities pursuant to Chapter 90.490 of the
Nevada revised statutes.
-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.
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
</TABLE>
<TABLE>
<CAPTION>INDEX TO EXHIBITS
<S> <C>
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
</TABLE>
<PAGE>
Item 2.Description of Exhibits
<TABLE>
<CAPTION>DESCRIPTION OF EXHIBITS
<S> <C>
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
</TABLE>
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>
THE REGENCY GROUP LIMITED, INC.
A Nevada Corporation
<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
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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