SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
Last Company Clothing, Inc.
Nevada 88-0422308
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949)248-8933
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Common Voting Equity Stock
2,448,400
The EXHIBIT INDEX is located at pages 27 of this Registration Statement
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PART I
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UNNUMBERED ITEM: INTRODUCTION
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over-the-Counter Bulletin Board, often called "OTCBB". Our common stock is
not presently quoted on the OTCBB. Although quoted on NQB "Pink Sheets", there
has been no trading of the securities of our corporation in brokerage
transactions. The requirements of the OTCBB are that the financial statements
and information about us be reported periodically to the Commission and be and
become information that the public can access easily. We wish to report and
provide disclosure voluntarily, and will file periodic reports, even in the
event that our obligation to file such reports is excused or suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, we will be eligible for consideration for the OTCBB upon
submission of one or more NASD members for permission to publish quotes for the
purchase and sale of the shares of the common stock of the Registrant.
We have and disclose a business and a business plan. Should our current
business plan fail, we may be the subject of a Reverse Acquisition . A reverse
acquisition is the acquisition of a private ( Target ) company by a public (
Registrant ) company, by which the private company's shareholders acquire
control of the public company. While no negotiations are in progress, and no
potential targets have been identified, the business plan of this Registrant may
foreseeably become the plan to find such a target or targets, and attempt to
acquire them for stock. While no such arrangements or plans have been adopted or
are presently under consideration, should such a plan be adopted, it would be
expected that a reverse acquisition of a target company or business would be
associated with some private placements and/or limited offerings of common stock
of our corporation for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure and reliance on the businesses and
assets to be acquired, and not upon our present condition.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT.
(1) FORM AND YEAR OF ORGANIZATION.. This Corporation Last Company
Clothing (formally "the Registrant", but more commonly "we", "us" and "our") was
duly incorporated in Nevada on March 26, 1999. On March 26, we made our initial
issuance of 2,228,400 Founders Shares of Common Stock to five founders, one
principal affiliate founder, and four non-affiliate founders. Founders shares
were issued pursuant to section 4(2) of the Securities Act of 1933 and were
issued as Restricted Securities in accordance with Rule 144(a). Our principal
affiliate founder was Intrepid International Ltd. Please see Item 5 of this Part
for more information about Intrepid and its personnel. Also, on March 26, 1999,
we opened a limited offering of 300,000 shares of common stock, pursuant to
Regulation D, Rule 504, as then in force, extended to persons with pre-existing
relationships with Intrepid and its management, and to persons introduced to us
by such persons. The offering closed June 3, 1999. 220,000 shares had been
placed at $0.50 per share, for a total of $111,000.00. No commissions or
underwriting were involved to discount these proceeds received by us.
Accordingly 2,448,400 shares of our common stock are issued and outstanding.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
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(B) BUSINESS OF THE REGISTRANT. From inception to date, our business plan has
been to engage in the business of importing and wholesaling a line of clothing
to serve the retail trade known as the "action sports" or "extreme" sports
industry. The primary target market is "generation Y" (ages 11-20) and
"generation X" (ages 21-30). We intend to make available a wide variety of
fashions and accessories for each of the distinctive tastes. Our market will be
the stores that sell the kinds of products we intend to offer. These are stores
which offer their customers such products as sports clothing, equipment,
accessories, used in such sports as surfing, skateboarding, in-line skating,
motor-sports, biking and snow boarding.
THE MARKET for these products, and the clothing we will offer, is based
upon the growing appeal and "counter-culture" market, which thrives on active
participation in non-traditional sports. It is our conclusion that many of
generations X and Y want to be identified by the distinctive looks of the
various sports, each sport with its own unique style of dress: surfers as
surfers, skateboarders, snowboarders, each as such. Much of this fashion is
identified as "hip-hop" or "punk", with the look of baggy clothing, longer
shorts, "cool" logos, "sick" athletic shoes, and such. For this reason a very
wide variety of clothing, fashions and accessories will be offered for these
distinctive tastes. We are directing principal attention to ownerships of
multiple retail locations in Southern California, as our initial launch targets.
We expect that once the retail locations have been acquired, we will be able to
benefit from common management, purchasing policies, and secondary marketing
efforts by the retail vendors. We believe that such a carefully controlled
launch will be more likely to succeed, in contrast to an attempt to interest too
many different outlets all at initial launch. Once a marketing base is
established, we feel that expansion to include more targets will be facilitated
and manageable.
WEBSITE DIRECT SALES. We have drawn the following general information from
ActivMedia Research: http://www.activmediaresearch.com and
ePaynews.com/statistics, regarding the general characteristics of goods/service
type tangible goods, in the direct retail sales industry.
(1) The optimal online consumer target market is indeed generations X and
Y. The projected percent of customers who purchase on-line is 30%. Delivery for
on-line sales is by traditional shipping. The average on-line transaction size
for e-commerce enabled sites for all demographic markets is $244 for business to
consumer and $800 for business to business. Margins are 34-40%. The support
required is low to moderate. There are some communication and cultural barriers
to exporting which need to be considered when international sales are addressed.
The primary advantage to on-line sales is convenience and time-saving. Visual
and/or audio previewing is important. Product customizing is not indicated as
desirable for on-line marketing. Website costs are about $100 to start, with
about $300 per month ongoing. Website marketing does not obviate traditional
forms of advertising. It is important to advertise products and make the website
address known.
(2) There are certain industry standards, or indicators of success, using
website marketing of extreme sports clothing. Existing sales should increase by
hundreds or perhaps thousands of new prospects. International inquiries can be
reasonably projected to reach 35% of total hits. Telecommunications costs will
increase but may be offset substantially with the reduced facsimiles and reduced
costs of catalogue distribution, with potentially higher margins.
(3) The future in direct sales is online. In 1999 over 6 million direct
sales online transaction resulted in $200 million in revenue which consisted
on 1.1% of the retail market. By 2010, over 29 million transactions will
result in over $1.1 trillion in revenue and will consist of 10-24 % of the
direct retail market (Source: Peppers & Rogers Group). In 1999 Worldwide online
transactions were 145 billion. By the year 2004 Worldwide online
transactions will reach 7.29 trillion, (Source: Gartner Group). In 1999 over
34% on online companies operated within a profit. By 2002 over 42% of
online companies with at least three years of online operations will operate
profitability.
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Accordingly, we plan to pursue wholesale distribution to retail outlets as
well as developing direct website sales. Our website catalog will include the
same sporting goods and apparel at prominent Southern California retailers,
initially. We will seek over time to introduce new and less familiar products as
trends develop.
Fewer than half a billion dollars in revenues were generated on the World
Wide Web during 1995. However, that was a growth rate of more than 2100% over
1994. In 1999, Internet transactionss reached $95 billion. In 2002, with the
continued growth and consumer familiarity with the Internet, Internet
transactions will reach $466 billion. Currently, the major share of such online
revenues are divided among fewer than a thousand companies.
FULFILLMENT. We have not determined yet whether to attempt to handle our
own fulfillment of website orders, but it is likely that we will begin by
handling these functions ourselves. With increasing success, measured by volume
of sales, it will be necessary to out-source these functions with one of several
established out-sourcing firms.
LOAN FINANCING NOT PRACTICAL. There is little likelihood that we will seek
loan financing during our present development stage, first because it is
unlikely that we could obtain it, and second, that debt service is not as
attractive as capital formation in stages over time. It may be necessary for the
issuer to obtain this minimal funding by borrowing, possibly with a guaranty
from its officers, directors or principal shareholder, for minimal corporate
maintenance, as described in Item 2, Management's Discussion and Analysis.
DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.
CHECKLIST OF OTHER TOPICS:
(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None to
date.
(4) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS REGISTRANT'S
COMPETITIVE POSITION IN THE INDUSTRY. Other established and better capitalized
firms are engaged in the business we propose to enter. Competition in this
industry is intense and the intensity is expected to increase, both in wholesale
and direct website marketing.
(5) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Numerous sources of sports apparel are available world wide
from manufacturers, other wholesalers and distributors.
(6) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable yet.
(7) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.
(8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable. We do not intend to engage in importation or sales
of products which require specific governmental approval or licensing.
(9) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Not Applicable.
(10) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
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(11) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable
(12) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. None at this
time, other than our Officers and Directors.
(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have encountered and expect to encounter no difficulties resulting from year
2000 compliance problems.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION: NEXT TWELVE MONTHS. The entry into an established
marketing field is never quick or easy. There are two initial problems:
establishing sources of products, and identifying markets for them. Since about
May, of 1999, we issuer have been engaged in designing our intended web-site.
The process has included careful study of competing websites, and a discrete
survey of products on the shelf in retail stores. The major domestic suppliers
of sports wear have been identified, and the inventory of international sources
is currently incomplete and in progress. Since July of 1999, we have been
conducting informal surveys of young people, the target market, to determine
present and future trends in tastes and new technologies continually being
incorporated into action sports products and accessories. We have been studying
international trade and tariff agreements, in an effort to determine what issues
and expenses we may face in importation from Europe, Asia, and Latin American
countries, and in searching for correspondents in these countries and regions.
We remain essentially a start-up development stage company, with limited
capital resources. Our initial funding has been devoted to organization and
pre-launch activities. It is manifestly clear that our present funding is not
sufficient for the launch of its operations, and that the issuer must interest
investors in one or more secondary capital formation programs before it can
launch.
Management is now engaged in evaluating the feasibility of further limited
offerings or private placements, whether to develop a program for investors
involving royalties or profit participation in actual product sales, with
investments tied to specific products, or whether to attempt to register
securities for sale, pursuant to 5 of the Securities Act of 1933. It is the
conclusion of management that significant additional capital formation is
necessary to launch our operations successfully.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
This Registrant has no substantial cash requirements for the next twelve months,
to remain in its present pre-launch condition. It is the opinion of management
that we would require about $100,000 to launch our operations in the next twelve
months.
First, to sustain our corporation in pre-launch mode we have indicated
substantial self-sufficiency,, for the reason that we would, in that event,
anticipate no activity during that period, other than compliance with our
reporting requirements. Our required management, legal and professional service
requirements during that period are believed to believed capable of being
secured for deferred payment or payment in new investment shares of common
stock. There is a significant exception to the previous statement. Our Auditor
cannot lawfully or properly be compensated otherwise than by payment for
services in cash as billed by such independent auditor. This significant cash
requirement is foreseen to be not less than $5,000.00 nor more than $10,000.00
during the next twelve months. This minimal funding by borrowing, possibly with
a guarantee from its officers, directors or principal shareholder. There is no
assurance possible that even these minimal requirements for cash can be met. The
failure to maintain current auditing of the corporate affairs would result in
the failure to met our intentions to file periodic reports, voluntarily or
otherwise, at the close of its next fiscal year, December 31, 1999. The expenses
of its audit, legal and professional requirements, including expenses in
connection with this 1934 Act Registration of its common stock, may be advanced
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by its management and principal shareholder. No significant cash or funds are
required for Management to evaluate possible transactions. No such activity is
expected for at least the next six months.
Our auditor has commented: The Company is a development stage company as
defined in Financial Accounting Standards Board Statement No.7. It is
concentrating substantially all of its efforts in raising capital and developing
its business operations in order to generate significant revenues. As
previously noted we are actively engaged in limited pre-launch investigations;
however it is clear that we will require substantial capital to launch our
operations.
Second, in the more important and desirable event that operations are to
be launched during the next twelve months, as intended, it will be necessary for
us to obtain sufficient working capital to insure that our operations could
continue for long enough to achieve profitability.
While we have disclosed the results of such a contingency, do not
anticipate any such contingency upon which we would voluntarily cease filing
reports with the SEC, even though we might cease to be required to do so under
current rules. It is in our compelling interest to be a reporting company and to
report our affairs quarterly, annually and currently, as the case may be,
generally to provide accessible public information to interested parties, and
also specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission be effective. Capital formation
programs cannot be approached responsibly with our maintenance of our reporting
status.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. We were
incorporated in March of 1999. We have not launched our operations. Our activity
during this last year has been confined to the identification of markets and
sources of products for resale.
(2) FUTURE PROSPECTS. We are unable to predict when we may launch our
intended operations, or failing to do so, when and if we may elect to
participate in a business acquisition opportunity. The reason for this
uncertainty arises from its limited resources, and competitive disadvantages
with respect to other public or semi-public issuers, and uncertainties about
compliance with NASD requirements for trading on the OTCBB. Notwithstanding the
foregoing cautionary statements, assuming the continuation of current
conditions, we would expect to develop a capital formation strategy and launch
operations during the next twelve to eighteen months, if we can effect quotation
of our common stock on the OTCBB.
(C) REVERSE ACQUISITION CANDIDATE. We are not searching for a profitable
business opportunity. This contingency is disclosed for the possibility that our
business might fail. We are not presently a reverse acquisition candidate.
Should our business fail, we would not be able effectively, under current laws
and regulations to attract capital, and would be required to seek such an
acquisition to achieve profitability for our shareholders.
ITEM 3. DESCRIPTION OF PROPERTY.
The Registrant has no property and enjoys the non-exclusive use of office
and telephone services of its officers and attorneys. The Registrant neither
owns or leases any real or personal property. Office services are provided
without charge. Such costs are immaterial to the financial statements and,
accordingly have not been reflected therein. We do not pay for incidental office
services. We may be billed for extraordinary office services, such as copying
and printing, and major mailings. Any such extraordinary charges are included in
our general and administrative expenses.
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ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. Please refer to explanatory notes if any, for
clarification or additional information.
(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of
Registrant's knowledge and belief the following disclosure presents the total
security ownership of all persons, entities and groups, known to or discoverable
by Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Please refer to explanatory notes if
any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Ownership
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Kirt W. James (1) 2,200,000 89.85
24843 Del Prado #318
Dana Point CA 92629 President
- ----------------------------------------------------------
Pete Chandler 0 0.00
430 4th Street
Ogden UT 84404 Secretary
- ----------------------------------------------------------
All Officers and Directors as a Group 2,200,000 89.85
==========================================================
Intrepid International Ltd. (1) 2,200,000 89.85
Apartado 8807
Panama 5 Panama
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Total Other 5% Owners 2,200,000 89.85
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TOTAL ALL AFFILIATES 2,200,000 89.85
- ----------------------------------------------------------
Total Shares Issued and Outstanding 2,448,400 100.00
==========================================================
</TABLE>
(1) Mr. James is an Officer of Intrepid International Ltd., our principal
shareholder. Please see Item 7, Relationships and Transactions, for more
information and disclosure about Intrepid.
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Registrant.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following persons are our Officers and Directors of Registrant, having
taken office from the inception of our corporation, to serve until their
successors might be elected or appointed. The time of the next meeting of
shareholders has not been determined.
Kirt W. James, (age 42) President/Director has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. He remains the President and Sole Shareholder
of HJS, which is presently substantially inactive. During the past five years
Mr. James has been involved in the valuation of private companies for internal
purposes, and as a consultant to private companies engaged in the private sale
and acquisition of other private businesses. He has also assisted private and
public companies in planning for entry into the public market place. Mr. James
is not and has never been a broker-dealer. He has acted primarily as consultant,
and in some cases has served as an interim officer and director of public
companies in their development stage. The following disclosure identifies those
public companies with which he has been involved during the past five years:
Earth Industries, Inc., EditWorks, Ltd., Market Formulation & Research, Inc.,
Mex Trans Seafood Consulting, Inc., BBB-Huntor Associates, Inc., eWorld Travel
Corp., Knowledge Networks, Inc., and North American Security & Fire. He is also
an Officer and Director of Oasis 4th Movie Project, an operating non-trading
company, and DP Charters, Inc. a public company currently quoted on the "Pink
Sheets".
Pete Chandler, (age 30) Secretary-Treasurer/Director was born and raised in
Northern Utah, where he received a Bachelor of Science Degree from Weber State
University, in finance and business administrations. He also attended DeVry
Institute of Technology in Phoenix Arizona, where he studied computer
information and accounting systems. He serves as Director of Research & Finance,
for Corporate Relations & Management, Inc., from August 1999 and presently. From
February 1997 until August 1999, he served as financial markets liaison to
Jordan Richards Associates. From October 1994 until October 1996, he was an
investment consultant to Everen Securities. From January 1, 1994 to October
1994, he was an agent for New York Life Insurance Company. From August 1993 to
December 1993, he was a sales and leasing representative for Freeway Oldsmobile,
Cadillac, Mazda. Mr. Chandler is a Board Member of the Foster Care Citizens
Board, appointed in 1995, and involved in its community service activities. Mr.
Chandler serves on the Board of Directors of the following corporations: Ecklan
Corporation, NetAir.com, Inc., and Snohomish Equity Corporation.
ITEM 6. EXECUTIVE COMPENSATION.
There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized until we launch operations
and achieve revenues. Intrepid International, our principal shareholder provides
our management services and the services of Mr. James, its officer. Intrepid
bills us on a time-fee basis. Its billings are reflected as general and
administrative expenses on our financial statements. Mr. James is not
compensated directly for his services to us. He is beneficially interested in
the general profitability of Intrepid International Ltd. Our affairs have not
required a substantial commitment of time by Mr. James to date. Mr. Chandler has
not accrued any compensation as of this filing. Mr. Chandler devotes only
insubstantial time to our affairs.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
We have identified Intrepid International as our principal shareholder. We
are billed by Intrepid for services of Intrepid's personnel on a time-fee basis.
Disclosure is now provided as to the Intrepid entities, and its officers and
owners. Intrepid consists of two entities: Intrepid International, S.A., a
Panama Corporation, and Intrepid international, Ltd., a Nevada Corporation, its
wholly-owned United States Agency. Intrepid International is engaged
internationally in providing assistance to business and corporate interests.
(A) INTREPID INTERNATIONAL, S.A. The officers and directors of Intrepid
International, S. A. (Panama) are comprised of three individuals; Laurencio Ja n
O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of these individuals
are Panamanian citizens and each serves as an officer and a director of the
Company.
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panam
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm practices maritime, aviation and
commercial law and currently is the legal firm for: IBERIA (the Spanish national
airline), KLM (the Dutch national airline), VIASA (the Venezuelan national
airline), Aeroflot (the Russian national airline) and various smaller Latin
American national airlines as well as being the registered agents for thousands
of ocean going ships around the world flying the Panamanian flag. Mr. Franco
brings to the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
(B) INTREPID INTERNATIONAL, LTD. The officers and directors of Intrepid
International, Ltd. (Nevada) are comprised of two individuals; Kirt W. James,
and J. Dan Sifford, Jr. Both these individuals are U.S. citizens.
Kirt W. James, is one of our Officers. His biography is found in Item 5 of
this Part I.
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J. Dan Sifford, Jr. For the past several years Mr. Sifford has served as
United States Managing Director of Intrepid International, S.A. a Panama
Corporation, providing consulting services to international private companies in
approaching the United States public market place for products, financing and
securities. Mr. Sifford is not and has never been a broker-dealer. He has acted
primarily as consultant, and in some cases has served as an interim officer and
director of public companies in their development stage. The following
disclosure identifies those public companies: Air Epicurean, Inc., All American
Aircraft, Earth Industries, Ecklan Corporation, EditWorks, Ltd., Market., Market
Formulation & Research, Inc., NetAir.com, Inc., NSJ Mortgage Capital
Corporation, Inc., North American Security & Fire, Oasis 4th Movie Project,
Professional Recovery Systems, Inc., Richmond Services, Inc., Telecommunications
Technologies, Ltd., and World Staffing II, Inc. Of these last mentioned
companies, he is currently serving in this Registrant, in Ecklan Corporation, in
Oasis Entertainment's 4th Movie Project, in Richmond Services, Inc, NetAir.com,
Inc. and in Editworks Ltd.
He grew up in Coral Gables, Florida, where he attended Coral Gables High
School and the University of Miami. After leaving the University of Miami, Mr.
Sifford formed a wholesale consumer goods distribution company which operated
throughout the southeastern United States and all of Latin America. In 1965, as
an extension of the operations of the original company, he founded Indiasa
Corporation (Indiasa), a Panamanian company which was involved in supply and
financing arrangements with many of the Latin American Governments, in
particular, their air forces and their national airlines. As customer
requirements dictated, separate subsidiaries were established to handle specific
activities. During each of the past five years he has served as President of
Indiasa, which serves only as a holding company owning: 100% of Indiasa Aviation
Corp. (a company which owns aircraft but has no operations); 100% of Overseas
Aviation Corporation (a company which owns Air Carrier Certificates but has no
operations); 50% of Robmar International, S.A. (a company operates a
manufacturing plant in Argentina and Brazil, but in which Mr. Sifford holds no
office). In addition to his general aviation experience, Mr. Sifford, an Airline
Transport rated pilot, has twenty two years experience in the airline business,
and is currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean, and has been its president
continuously during each of the past five years.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. The Registrant is authorized to
issue 50,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 2,448,400 are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
10
<PAGE>
SECONDARY TRADING refers to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to 3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally Restricted Securities as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the second-year
limitation of amounts attaches and continues indefinitely, at least until such
person has ceased to be an affiliate for 90 days or more. The limitation of
amounts is generally 1% of the total issued and outstanding in any 90 day
period.
UNRESTRICTED SHARES OF COMMON STOCK. 2,448,400 are issued and outstanding, of
which 2,200,000 shares are held by our principal affiliate shareholder of the
Registrant. 248,400 shares are owned by non-affiliates. Of these 228,400,
28,400 were issued as restricted securities on March 26, 1999, and 220,000 were
issued without restriction pursuant to Rule 504 on June 3, 1999. Taking these
issuances in reverse order, the 220,000 are not restricted securities and might
be resold in brokerage transaction without restrictions of Rule 144; the 28,400
non-affiliate founders shares are more than one year old and are no longer
subject to the one-year holding period of Rule 144(d) and might be resold in
limited amounts as provided in Rule 144(e)(2). The 2,200,000 affiliate control
shares are also more than one year old, and might have been the subject of
limited resales pursuant to Rule 144(e)(1) except that this Corporation has
adopted the policy that these affiliate shares are not entitled to reliance on
Rule 144(e)(1) for an indefinite period of time, until and unless our company
achieves revenues or profitability for shareholders generally. Should our
business fail, we would not be able effectively, under current laws and
regulations to attract capital, and would be required to seek such an
acquisition to achieve profitability for our shareholders. We are not searching
for a profitable business opportunity to acquire. This contingency is disclosed
for the possibility that our business might fail. Until this contingency is
eliminated, Intrepid International is not deemed entitled to rely on Rule
144(e)(1) for resale of its affiliate control shares in brokerage transactions.
OPTIONS AND DERIVATIVE SECURITIES. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
RISKS OF "PENNY STOCK." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g 2 of the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
11
<PAGE>
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker -dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of the common
stock of this Registrant, consideration must be given to the Blue Sky laws and
regulations of each State or jurisdiction in which a shareholder wishing to
re-sell may reside. This Registrant has taken no action to register or qualify
its common stock for resale pursuant to the Blue Sky laws or regulations of
any State or jurisdiction. Accordingly offers to buy or sell the existing
securities of this Registrant may be unlawful in certain States.
12
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS EQUITY AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION.
Our Common Stock is not quoted Over the Counter on the Bulletin Board (
OTCBB ). Our Common Stock is cleared for quotation Over the Counter in the NQB
Pink Sheets. To the best of the Registrant's knowledge and belief, there has
been no market activity, buying or selling, of the common stock of this
Registrant, in brokerage transactions.
(B) HOLDERS. There are presently 37 shareholders of our common stock.
(C) DIVIDENDS. No dividends have been paid by the Company on its Common Stock
or other Stock and no such payment is anticipated in the foreseeable future.
(D) REVERSE ACQUISITIONS. A reverse acquisition of a target business or
company would be expected to involve a change of control of the Registrant, and
the designation of new management. The financial statements of this Registrant
would become largely unreflective of the true condition of the Registrant after
such an acquisition. Shareholder approval would be solicited, pursuant to the
laws of the State of Nevada, to approve the acquisition, change of control, and
any material corporate changes incidental to the reorganization of this
Registrant. In connection with the solicitation of shareholder approval, whether
or not proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
We are not searching for a profitable business opportunity. We are pursuing
our business plan. This contingency is disclosed for the possibility that our
business might fail. We are not presently a reverse acquisition candidate.
Should our business fail, we would not be able effectively, under current laws
and regulations to attract capital, and would be required to seek such an
acquisition to achieve profitability for our shareholders.
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
13
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
We were incorporated in Nevada only recently, on March 26, 1999. On March
26, we made our initial issuance of 2,228,400 Founders Shares of Common Stock to
five founders, one principal affiliate founder, and four non-affiliate founders.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Shares Issued %
- ------------------------------------------------------------
Intrepid International Ltd. 2,200,000 89.85
Apartado 8807
Panama 5 Panama Affiliate
Restricted
- ------------------------------------------------------------
Barry Wentz 1,400 0.06
2100 Boston Drive
Bismark ND 58504 Restricted
- ------------------------------------------------------------
Wade J. Vogel 19,000 0.78
1108 27th St. NW
Mandan ND 58554 Restricted
- ------------------------------------------------------------
John Gardener 3,000 0.12
1280 Caldara Drive
Colorado Springs CO 80904
Restricted
- ------------------------------------------------------------
Gary Leonard 5,000 0.20
7626 Limber Bough
Humble TX 77346 Restricted
- ------------------------------------------------------------
Subtotal Founders 4(2) 1933 Act 2,228,400 91.01
- ------------------------------------------------------------
Total Issued and Outstanding 2,448,400 100.00
============================================================
</TABLE>
These four non-affiliate founders were known to management to be highly
sophisticated persons, by virtue of pre-existing business relationships with our
management. They provided assistance, consultation and introductions to us in
connection with the founding of our company. Founders shares were issued
pursuant to section 4(2) of the Securities Act of 1933 and were issued as
Restricted Securities in accordance with Rule 144(a), for such services.
On March 26, 1999, we opened a limited offering of 300,000 shares of
common stock, pursuant to Regulation D, Rule 504, as then in force, extended to
persons with pre-existing relationships with Intrepid and its management, and to
persons introduced to us by such persons. The offering closed June 3, 1999.
220,000 shares had been placed at $0.50 per share, for a total of $111,000.00.
No commissions or underwriting were involved to discount these proceeds received
by us. There were 32 subscribers. No offers were extended to persons who did not
subscribe.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
There is no provision in the Articles of Incorporation, now the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors.The Registrant is aware of certain
provision of the Nevada Corporate Law which affects indemnity of Officers or
Directors.
14
<PAGE>
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she 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 another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
The Remainder of this Page is Intentionally left Blank
15
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
(A) FINANCIAL STATEMENTS. The following financial statements are included in
body of this Registration Statement:
Financial Statements Page
F-1 Audited Financial Statements for the years December 31, 1999, and from
inception. 17
================================================================================
16
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS DECEMBER 31, 1999, AND FROM INCEPTION
- --------------------------------------------------------------------------------
17
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Financial Statements
December 31, 1999
18
<PAGE>
C O N T E N T S
Independent Auditors Report 20
Balance Sheet 21
Statement of Operations 22
Statement of Stockholders Equity 23
Statement of Cash Flows 24
Notes to the Financial Statements 25-26
19
<PAGE>
INDEPENDENT AUDITOR S REPORT
To the Board of Directors and Stockholders of
Last Company Clothing, Inc.
We have audited the accompanying balance sheet of Last Company Clothing, Inc. (a
Development Stage Company) as of December 31, 1999 and the related statements
of operations, stockholders equity and cash flows from inception on March 26,
1999 through December 31, 1999. These financial statements are the
responsibility of the Company s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Last Company Clothing, Inc. (a
Development Stage Company) as of December 31, 1999 and the results of its
operations and cash flows from inception on March 26, 1999 through December 31,
1999 in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company s
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management s plans in regard to those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
March 16, 2000
20
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Balance Sheet
December 31,
1999
- --------------------------------------------------------------------------------
ASSETS
Current assets
Cash $ 8,979
Total Current Assets 8,979
- --------------------------------------------------------------------------------
Total Assets $ 8,979
================================================================================
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities
Total Current Liabilities 0
================================================================================
Stockholders Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 2,448,400 2,448
Additional Paid in Capital 109,780
Deficit Accumulated During the
Development Stage (103,249)
Total Stockholders Equity 8,979
- --------------------------------------------------------------------------------
Total Liabilities and Stockholders Equity $ 8,979
================================================================================
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Operations
From inception on
March 26, 1999
through
December 31,
1999
- --------------------------------------------------------------------------------
Revenues: $ 0
Expenses:
General and administrative 103,249
Total Expenses 103,249
================================================================================
Net Loss $ (103,249)
- --------------------------------------------------------------------------------
Net Loss Per Share $ (.04)
- --------------------------------------------------------------------------------
Weighted average shares outstanding 2,399,511
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Stockholders Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
- --------------------------------------------------------------------------------
Balances at March 26, 1999 0 $ 0 $ 0 $ 0
================================================================================
Stock issued for services at
$.001 per share 2,228,400 2,228 0 0
Stock issued for
cash at $.50 per share 220,000 220 109,780 0
Net loss for the period
ended December 31, 1999 0 0 0 (103,249)
- --------------------------------------------------------------------------------
Balance,
December 31, 1999 2,448,400 $2,448 $109,780 $(103,249)
================================================================================
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Statement of Cash Flows
From inception on
March 26, 1999
through
December 31,
1999
- --------------------------------------------------------------------------------
Cash Flows form Operating
Activities
Net loss $ (103,249)
- --------------------------------------------------------------------------------
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock for services 2,228
Net Cash (Used) Provided by
Operating Activities (101,021)
================================================================================
Net Cash (Used) Provided by
Investing Activities 0
================================================================================
Cash Flows from Financing
Activities:
Issued common stock for cash 110,000
Net Cash (Used) Provided by
Financing Activities 110,000
================================================================================
Net increase (decrease) in cash 8,979
================================================================================
Cash, beginning of year 0
Cash, end of year $ 8,979
Supplemental Cash Flow Information:
Cash paid for interest $ 0
Cash paid for taxes $ 0
Non-cash financing activities:
Shares issued for services $ 2,228
The accompanying notes are an integral part of these financial statements.
24
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Last Company Clothing, Inc. (the Company) was organized under the laws of
the State of Nevada on March 26, 1999. The Company was organized for the
purpose of importing and wholesaling a line of clothing in the extreme sports
industry (i.e. snowboards, skateboards, apparel).
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $103,249 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2014. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at December 31,
1999.
Deferred tax asset:
NOL carrryforward $35,000
Valuation allowance (35,000)
- ---------------------------------------------------------------
Total $ 0
fUse of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements and
expenses during the reporting period. In these financial statements, assets,
liabilities and expenses involve extensive reliance on management s estimates.
Actual results could differ from those estimates.
25
<PAGE>
LAST COMPANY CLOTHING, INC.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has few assets and no
operations and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management s plan to raise capital in order
to define their business operations, thus creating necessary operating revenue.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.
NOTE 4 - Related Party Transactions
The Company loaned a corporation under common ownership $21,500 during the
period ended December 31, 1999. The note was non-interest bearing, unsecured,
and due within one year. The Company received $21,500 on this receivable during
1999. The balance of the note at December 31, 1999 is $0.
NOTE 5 - Equity
During March 1999, the Company issued 2,228,400 shares of common stock for
services valued at $2,228.
During June 1999, the Company issued 220,000 shares of common stock for cash
of $110,000.
26
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
ITEM 1. INDEX TO EXHIBITS.
Exhibit Index
Exhibit Page Number#
Table Table Category / Description of Exhibit
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- --------------------------------------------------------------------------------
2.1 Articles of Incorporation 29
2.2 By-Laws 31
================================================================================
27
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
LAST COMPANY CLOTHING, INC.
by
/S/ /s/
Kirt W. James Pete Chandler
president/director secretary/director
28
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION
- --------------------------------------------------------------------------------
29
<PAGE>
ARTICLES OF INCORPORATION
OF
LAST COMPANY CLOTHING, INC.
ARTICLE I. The name of the Corporation is LAST COMPANY CLOTHING, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc.
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value ($0.0001) per
share, and no other class or classes of stock, for a total capitalization of
$5,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The name and address of the Incorporator of the corporation is
William Stocker, 34700 Pacific Coast Highway, Suite 303, Capistrano Beach CA
92624. The affairs of the corporation shall be governed by a Board of Directors
of not less than one (1) nor more than (7) persons. The Incorporator shall act
as Sole Initial Director.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
Dated: March 25, 1999.
/S/
William Stocker
Incorporator
30
<PAGE>
- --------------------------------------------------------------------------------
EXHIBIT 2.2
BY-LAWS
- --------------------------------------------------------------------------------
31
<PAGE>
BY-LAWS
OF
LAST COMPANY CLOTHING, INC
A NEVADA CORPORATION
ARTICLE I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2. ANNUAL MEETINGS
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
32
<PAGE>
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the 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 twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting.
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
SECTION 5. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 6. QUORUM.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding 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 originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
SECTION 7. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
SECTION 8. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
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SECTION 9. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 11. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (9), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
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SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the 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 directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. 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.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. 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 directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
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SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws 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 directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors 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 chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
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SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; 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 these by-laws and 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 directors.
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The 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 directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the 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 directors may select.
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ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE VII
DIVIDENDS
The 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.
ARTICLE VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED this day of March 26, 1999.
/S/
Pete Chandler
Secretary
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