U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Apex Capital Group, Inc.
-----------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 000-27001 91-1939535
------ ------- ----------
(State or other jurisdiction of SEC File (I.R.S. incorporation or
organization) Number Employer I.D. No.)
83-888 Ave. 51
Coachella, CA 92236
---------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (760) 398-9700
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- - ---------------------------------
Business Development.
- - ---------------------
Apex Capital Group, Inc. (the "Company") was organized under the laws of
the State of Nevada on January 25, 1996, under the name "Pinnacle Management
Group, Inc.". The Company was incorporated to engage in any lawful activity.
The Company's articles initially authorized the company, to issue a total
of 60,000 shares of stock, consisting of 50,000 common stock and 10,000
shares of preferred stock both with a par value of $.001, see exhibit (EX1).
An amendment to the Articles of Incorporation of the Company on February
6, 1996 changing the name of the corporation to Apex Capital Group, Inc. see
exhibit (EX2)
An amendment to the Articles of Incorporation of the Company on October
14, 1998, increased its authorized shares to 100,000,000 consisting of
99,990,000 common stock and 10,000 preferred shares all with par value of
$.001. Copies of the initial Articles of Incorporation and this amendment
are attached as exhibit (EX3).
Part III, Item 1.
The company was organized to engage in any lawful activity. The company
has been seeking and investigating potential assets, property or a business
to acquire. The Company has had no business operations for the past three
fiscal years. The Company intends to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders. Because the Company has no assets other than a small bank
account and conducts no material business, management anticipates that any
such acquisition would require it to issue shares of its common stock as the
sole consideration for the acquisition. This may result in substantial
dilution of the shares of current stockholders. The Company's Board of
Directors shall make the final determination whether to complete any such
acquisition. The Company makes no assurance that any future enterprise will
be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers will also be
restriction free. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be limited. The
Company will be required to issue a substantial number of shares of its
common stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 90 percent of the outstanding shares of the
Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business by
purchase, reorganization or merger, the Company will be required to file with
the Securities and Exchange Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-KA also requires the filing of
audited financial statements of the acquired venture, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes, within 60 days
of the date of any such report.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success.
These may include, but will not be limited to an analysis of the quality of
the entity's management personnel; the anticipated acceptability of
any new products or marketing concepts; the merit of technological changes;
its present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history
of operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations;
its potential for growth, expansion and profit; the perceived public
recognition or acceptance of its products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or
identify, without referring to specific objective criteria.
The results of operations of any specific entity may not necessarily be
indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other factors. Further, in
the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no
objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted
with any certainty.
Management or its legal counsel and authorized representatives will
attempt to meet personally with management and key personnel of the entity
sponsoring any business opportunity afforded to the Company, visit and
inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however,
due to time constraints of management and minimal resources to engage others,
these activities may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker-dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to
pay a finder's fee or to otherwise compensate the persons who submit a
potential business endeavor in which the Company eventually
participates. Such persons may include the Company's directors, executive
officers, beneficial owners or their affiliates. In this event, such fees may
become a factor in negotiations regarding a potential acquisition and,
accordingly, may present a conflict of interest for such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers,
ranging from a small amount to as much as $250,000. These fees are usually
divided among promoters or founders, after deduction of legal, accounting
and other related expenses, and it is not unusual for a portion of these fees
to be paid to members of management or to principal stockholders as
consideration for their agreement to retire a portion of the shares of
common stock owned by them. It is not anticipated that any such opportunity
will be afforded to other stockholders. In the event that such fees are
paid, they may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals. Management may actively negotiate or
otherwise consent to the purchase of any portion of its common stock as a
condition to, or in connection with, a proposed merger or acquisition. In
such an event, the Company's remaining stockholders may not be afforded an
opportunity to approve or consent to any particular stock buy out transaction.
The Company's officers and directors in the past have not used any
particular consultants and do not intend to use any consultants in regard to
this Company.
Although it is not formally prohibited by Company policy, it is not
expected that the Company will borrow funds in order to make payment to its
management, promoters or their affiliates or associates in connection with
any buy out transaction.
Management intends to submit for quotations of its common stock on the
OTC Bulletin Board of the National Associates of Securities Dealers, Inc.
("NASD"); however, management has had no discussions with any broker-dealer
in this respect.
Risk Factors.
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
No Source of Revenue. The Company has had no revenue for the past
three fiscal years or to the date hereof. Nor will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest. During the fiscal year ended December 1998 the Company realized
net gains of $0. Even though there has been minimal activity since 1996,
there are some ongoing accounts such as annual registrations, and routine
maintenance. The majority stockholder (Dempsey K. Mork, President of Apex
Capital Group, Inc.) has been paying the incidental costs which have been
considered part of his compensation for which he was issued stock that has
been properly reflected in the financials. Nonetheless there is an attached
Independent Auditors Report, dated July 5th 1999, for the Company's most recent
audited financial statements, through December 31111, 1998, and the interim
financials through June 30, 1999. The Company can
provide no assurance that any acquired venture will produce any material
revenues for the Company or its stockholders or that any such venture will
operate on a profitable basis. Except as indicated under the heading
Plan of Operation" of the caption "Management's Discussion and Analysis or
Plan of Operation," Part I, Item 2, herein, there are no plans, proposals,
agreements or understandings with respect to the sale or issuance of
additional securities by the Company prior to the location of an acquisition
or merger candidate or over the next twelve month period.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business
that it may acquire, potential investors in the Company will have virtually
no substantive information upon which to base a decision of whether to
invest in the Company. Potential investors would have access to
significantly more information if the Company had already identified a
potential acquisition or if the acquisition target had made an offering of
its securities directly to the public. The Company can provide no assurance
that any investment in the Company will not ultimately prove to be less
favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To
date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
invest. To the extent that the Company may acquire a business in a high-risk
industry, the Company will become subject to those risks. Similarly, if the
Company acquires a financially unstable business or a business that is in the
early stages of development, the Company will become subject to the numerous
risks to which such businesses are subject. Although management intends to
consider the risks inherent in any industry and business in which it may
become involved, there can be no assurance that it will correctly assess such
risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business.
Accordingly, it is unclear whether such an acquisition would take the form of
an exchange of capital stock, a merger or an asset acquisition. Management
expects that any such acquisition would take the form of an exchange of
capital stock. See Part I, Item 2 of this Registration Statement.
The National Securities Markets Improvement Act of 1996 provides an
exemption from state regulation of offerings of "covered securities."
"Covered securities" include, among other things, transactions by persons
other than issuers, underwriters or dealers, and certain transactions by
dealers, in securities of issuers that file reports with the Securities and
Exchange Commission. Upon the effectiveness of this Registration Statement,
the Company will become subject to the reporting requirements of Section 13
of the Exchange Act.
Dependence on Management. The Company will be entirely dependent upon its
management in locating any suitable acquisition or merger candidate. The
Company has no employment agreements with management and does not maintain
"key man" life insurance for such individuals.
Management to Devote Insignificant Time to Activities of the Company.
Members of the Company's management are not required to devote their full
time to the affairs of the Company. Because of their time commitments, as
well as the fact that the Company has limited business operations, the
members of management anticipate that they will devote less than 10% of their
working hours to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Loss of Corporate Control. Management anticipates that any merger or
acquisition transaction will require the Company to issue shares of its
common stock as the sole consideration for such transaction. Such an
issuance would almost certainly result in a change in control of the Company
and may also result in substantial dilution of the shares of current
stockholders.
Conflicts of Interest, and Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders.
Voting Control. Due to his ownership of a majority of the Company's
outstanding voting securities, Dempsey K. Mork, the President and a director
of the Company, has the ability to elect all of the Company's directors, who
in turn elect all executive officers, without regard to the votes of other
stockholders. Mr. Mork's present beneficial ownership amounts to
approximately 85% of the outstanding voting securities of the Company. See
Part I, Item 4.
No Market for Common Stock; No Market for Shares. Although the Company
intends to submit for listing of its common stock on the OTC Bulletin Board
of the National Association of Securities Dealers, Inc. (the "NASD"), there
is currently no market for such shares; and there can be no assurance that
such a market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions,
may adversely affect the market price of the Company's common stock in any
market that may develop.
There has been no "established public market" for the Company's common
stock during the past three years. At such time as the Company completes an
acquisition, reorganization or merger transaction, if at all, it may attempt
to qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "Pink Sheets" or the OTC
Bulletin Board of the NASD.
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."
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 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.
Year 2000.
- ----------
The Company is not presently engaged in any substantial business
operations. Management does not believe that computer problems associated
with the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with
or acquire a business that will be negatively affected by the "year 2000"
problem. The effect of such problem or the Company in the future can not be
predicted with any accuracy until such time as the Company identifies a merger
or acquisition target.
Principal Products and Services.
- -------------------------------
The only activities to be conducted by the Company are to to seek out
and investigate the acquisition of any viable business opportunity by
purchase and exchange for securities of the Company or pursuant to a
reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker-dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- --------------------------------
Competitors include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any
other entity in the strata of these endeavors; however, the Company, will no
doubt be at a competitive disadvantage in competing with entities which have
recently completed IPO's, have significant cash resources and have recent
operating histories when compared with the complete lack of any substantive
operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
- ----------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- -----------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- -------------------------------------------------------------
The Company currently produces no products or services, therefore, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
- -----------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as
of August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer; is not an
investment company; and if a majority-owned subsidiary, the parent is also a
small business issuer; provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more.
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- -------------------
None, however Management which consists of Dempsey K. Mork and Randall
A. Baker were given shares in the company to represent, guide, and direct the
company on behalf of its shareholders.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- - -------------------------------------------------------------------
Plan of Operation.
- - ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the past three fiscal years. The Company's
plan of operation for the next 12 months is to continue to seek the
acquisition of assets, property or business that may benefit the Company and
its stockholders. Because the Company has virtually no resources, management
anticipates that to achieve any such acquisition, the Company will be
required to issue shares of its common stock as the sole consideration for
any such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, there are no
preliminary agreements or understandings with respect to loan agreements by
officers, directors, principals or affiliates of the Company and any such
loan will not exceed $25,000 and will be on terms no less favorable to the
Company than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- - ---------------------
The Company has had no material operations since inception. Losses were
$.0, $.0, and ($16.) respectively, for the fiscal years ended December
31, 1998, 1997 and 1996. 1996 losses resulted from the issuances
of shares of common stock of the company for services rendered. These
services primarily related to maintaining the Company in good standing and
"due diligence" activities with respect to its history and past operations
were performed and paid for by Magellan Capital Corporation . These activities
have included, for example, confirming good standing, reviewing stock
transfer records and Articles of Incorporation, as amended, and arranging
for the preparation and auditing of financial statements. These activities
were undertaken in contemplation of the preparation of this Registration
Statement.
Liquidity.
- - ---------
The Company had no liquidity during the fiscal years ended December 31,
1996 through 1998. Except as stated under the heading "Plan of Operation,"
above, the Company does not contemplate raising capital over the next twelve
months by issuance of debt or equity securities. The Company has no loan
agreements with any officer or director.
Ordinarily any fees paid to management in connection with the
reorganization are first used to pay liabilities. If there are no funds
available, it is expected that management would contribute these amounts to
capital to pay these liabilities in hopes of enhancing the value of their
stock ownership.
Item 3. Description of Property.
- - ---------------------------------
The Company has no assets. Its principal executive office
address and telephone number are that of Mr. Mork's business, and are
provided at no cost. Because the Company has limited current business
operations, its activities have primarily been limited to keeping itself in
good standing in the State of Nevada, and with preparing this Registration
Statement and the accompanying financial statements. These activities have
consumed an insignificant amount of management's time; accordingly, the costs
to Mr. Mork of providing the use of business and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ----------------- ------------------ --------
Dempsey K. Mork
Magellan Capital Corp. 203,860 20.29%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork
Magellan Capital Corp. 300,000 29.86%
Pension Plan and Trust
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork
Magellan Capital Corp.
Profit Sharing Plan and Tr 300,000 29.86%
83-888 Ave. 51 (Box 1130)
Thermal, CA 92274
Dempsey K. Mork 50,720 5.04%
54673 Inverness
La Quinta, CA 92253
Robert J. Filiatreaux 25,360 2.52%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 20,800 2.07%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. LeBoeuf 19,280 1.91%
P.O. Box 3171
Palm Springs, CA 92262
Security Ownership of Management.
- - ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/98 of Class
- - ---------------- ------------------ -------------
Dempsey K. Mork 203,860 6.81%
54673 Inverness
La Quinta, CA 92253
Robert J. Filiatreaux 25,360 0.84%
77545 Chillon
La Quinta, CA 92253
Randall A. Baker 20,800 0.69%
P.O. Box 1025
Morongo Valley, CA 92256
Norbert L. Le Boeuf 19,280 0.64%
P.O. Box 3171
Palm Springs, CA 92262
Totals: 269,300 9%
See the caption "Directors, Executive Officers, Promoters and Control
Persons," below, Part I, Item 5, for information concerning the offices or other
capacities in which the foregoing persons serve with the Company.
Changes in Control.
- - -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- - -------- -------------------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These are the only persons whose
activities are expected to be material to the Company prior to the completion
of any merger or acquisition transaction. They will serve until the next
annual meeting of the stockholders (held in November of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- - ---- ---- ----------- --------------
Dempsey K. Mork Director and 6/30/96
President
Randall A. Baker Secretary 6/30/96
Business Experience.
Dempsey Mork is the majority shareholder, President, and Chairman of the Board
of Apex Capital Group, Inc. since its formation. Mr. Mork is a officer
and director in the following corporations. Magellan Capital Corporation,
Ovvio Better Life, Inc., AG Holdings, Inc., Knickerbocker Capital Corporation,
Asian Financial Inc., Nicole Industries, Inc., Northstar Ventures, Inc.,
Orion U.S.A. Inc., Southwest Holding and Development, and Stonebridge
Investment, Inc. One of Mr. Morks business activities is bringing private
companies public through a takeover/merger with a public company. In
addition, Mr. Mork assists these companies in complying with securities
regulations, and raising capital. Mr. Mork has helped arrange over twenty
takeover/mergers in the past 10 years. Most of these transactions involved
European and Chinese companies, which became US public companies. Beginning
in 1992 through 1996 Mr. Mork maintained offices in Geneva, Switzerland and
for part of that time Hong Kong. During this period, in addition to
takeover/mergers, Mr. Mork arranged financing for small US public companies
from European and Asian financial institutions.
Randall A. Baker. Mr. Baker is 55 years old. He attended the
University of Minnesota. After a tour in the United States Navy and a
navigation teaching stint in San Francisco, he began his investment
career with the Pacific Coast Stock Exchange followed by employment with a
number of major brokerage houses. He then was employed for twenty years as
Executive Vice President with Wm. Mason & Company, an Investment Counseling
firm in Los Angeles. Mr. Baker designed and implemented all data systems, was
responsible for trading, personnel and was the client/broker liaison. Mr.
Baker is currently employed as the Vice President for Magellan Capital
Corporation, a merger and acquisition firm.
Other "Public Shell" Activities.
- - -------------------------------
Mr. Dempsey K. Mork also serves as a director and executive officer of
other public companies, (see below), which may give rise to a conflict
of interest in seeking acquisition of any property, assets and business, by
reorganization, merger or otherwise. Mr. Mork believes there may be a
conflict of interest in serving as a director or executive officer in these
companies.
SEC
Name of Company File No. Positions held Appointed Resigned
- ---------------- ------- -------------- ---------
--------
Ovvio Better Life, Inc. 0-23180-WA President and 06/01/93 NA
Director
A. G. Holdings, Inc. 0-23180-WA President and 07/31/93 NA
Director
Knickerbocker Capital 33-15596-D-CO President and 11/18/94 NA
Director
Silver Bow Antique Aviation
000-25997 President and
4/28/94 NA
Director
Significant Employees.
- - ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- - ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- - -----------------------------------------
During the past four years, no present or former director, executive
officer or person nominated to become a director or an executive officer of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy
or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- - --------------------------------
None
(1) In April, 1994, 320,020 shares of "unregistered" and
"restricted" shares of the Company's common stock, were
issued to:
203,860 Mgellan Capital Corp.
50,720 Dempsey K. Mork
20,800 Randall A. Baker
25,360 Robert J. Filiatreaux
19,280 Norbert L. Le Boeuf
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- ------------------------------------------------------------------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
- - --------------------------------------------------------
Transactions with Management and Others.
- - ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. The Company has no plans or
future policies under which it will pay or accrue compensation to its
directors, executive officers or any other persons for services related to
seeking business opportunities or completing a merger or acquisition
transaction.
Except as indicated under the heading "Transactions With Management and
Others" of this caption, there have been no material transactions, series of
similar transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest. However, see the captions
"Business Development" and "Executive Compensation" of this Registration
Statement, Part I, Items 1 and 6, respectively. Indebtedness of Management.
Statement, Part I, Items 1 and 6, respectively.
Parents of the Issuer.
- - ----------------------
The Company has no parents. See the caption "Business Development,"
Item 8. Description of Securities.
- -----------------------------------
The Company's Articles of Incorporation, as amended, authorize the
Company to issue 100,000,000 shares of stock, 99,999,000 common stock and 1000
preferred; each share has a par value of one mill ($0.001). The holders of the
Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors. The
Company currently has 1,050,000 shares issued and outstanding.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is not
subject to redemption rights and carries no subscription or conversion rights.
In the event of liquidation of the Company, the shares of common stock are
entitled to share equally in corporate assets after satisfaction of all
liabilities. All shares of the common stock now outstanding are fully paid
and non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and Other
Stockholder Matters and Market Information.
- --------------------- - -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 under the Securities Act of 1933 by members of
management may have a substantial adverse impact on any such public market,
and current members of management have already satisfied the one year
"holding period" requirement of Rule 144. For non-affiliates who have
held their securities for at least two years, certain limitations of Rule
144, for example, the limitation on the amount of securities sold in any
three month period, are lifted. See the caption "Security Ownership of
Certain Beneficial Owners," Part I, Item 4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 9.
Dividends.
- - ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- -----------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent
of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------------------- - ------------------------------------
There have been no changes in the Company's principal independent
accountant. The current accounting firm for the Company audited its last
financial statements for the years ended December 31, 1994, 1995, 1996, 1997
and 1998.
Item 4. Recent Sales of Unregistered Securities.
- - -------------------------------------------------
none
Item 5. Indemnification of Directors and Officers.
- - ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes a
Nevada corporation to indemnify any director, officer, employee, or corporate
agent "who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the
right of the corporation" due to his or her corporate role. Section 78.751(1)
extends this protection "against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding 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, had no reasonable
cause to believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification
must not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent is
successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action or
proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides that
the rights to indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement, stockholder vote or
vote of disinterested directors. Section 78.751(6)(b) extends the rights to
indemnification and advancement of expenses to former directors, officers,
employees and agents, as well as their heirs, executors, and administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- - --------------------
(I) Audited Financial Statements December 31, 1998, 1997, and 1996.
Independent Auditors' Report
Balance Sheets Statements of Operations
Statements of Stockholders' Equity Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits. - ---------------------------
The following exhibits are filed as a part of this RegistrationStatement:
Exhibits
Number Description*
- - ------ ------------
1.1 Articles of Incorporation of Pinnacle Management Group, Inc. filed
1/25/96
1.2 Articles of Amendment to Articles of Incorporation, filed on
2/6/96 (Changing name to Apex Capital Group, Inc.)
1.21 Articles of Amendment to Articles of Incorporation, filed on
10/14/98 (Changing authorized number of shares and resident agent)
1.3 Auditors consent form dated 7/5/99
1.4 By-laws
27 Financial Data Schedule**
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Apex Capital Group, Inc.
Date: 8/9/99 By: /s/ Dempsey K. Mork
---------- ------------------------
Dempsey K. Mork, Director
and President
Apex Capital Group, Inc.
(A Development Stage Company)
Index to Financial Statements and Supplementary Data
Pages
Independent Auditors' Report
......................................................... F-2
Balance Sheets as of December 31, 1998,
1997, and 1996
........................................................ F-3
Statements of Operations for the Years or Periods Ended
December 31, 1998, 1997, and 1996
.......................................................... F-4
Statements of Cash Flows for the Years or Periods Ended
December 31, 1998, 1997, and 1996
........................................................... F-5
Statements of Stockholders' Equity for the Periods
through December 31, 1998
............................................................ F-6
Notes to Financial Statements
............................................................ F-7
Schedules:
All schedules are omitted as the required information is included in the
financial statements or notes thereto, or is not present in sufficient amounts.
David M. Winings, CPA
75-140 St. Charles Place
Suite B
Palm Desert, CA 92211
(760) 341-5450
(760) 341-5449 (Fax)
To the Board of Directors
Apex Capital Group, Inc.
Thermal, California
I have audited the accompanying balance sheets of Apex Capital Group, Inc.
(a Nevada Corporation) as of December 31, 1998, December 31, 1997, and
December 31, 1996 and the related statements of income and retained earnings,
and cash flows for the years then ended. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial 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. 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 Apex Capital Group, Inc. as
of December 31, 1998, December 31, 1997 and December 31, 1996, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ David Winings
Palm Desert, California
July 5, 1999
-1-
APEX CAPITAL GROUP, INC.
BALANCE SHEETS
December 31, 1998, 1997 and 1996
1998 1997 1996
------ ------ ------
ASSETS
CURRENT ASSETS
Cash in Bank 685 -0- -0-
PROPERTY AND EQUIPMENT -0- -0- -0-
OTHER ASSETS -0- -0- -0-
------ ------ ------
TOTAL ASSETS 685 -0- -0-
====== ====== ======
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES -0- -0- -0-
LONG TERM LIABILITIES -0- -0- -0-
------ ------ ------
TOTAL LIABILITIES -0- -0- -0-
SHAREHOLDERS' EQUITY
COMMON STOCK 701 16 16
RETAINED EARNINGS (16) (16) (16)
------ ------ ------
TOTAL SHAREHOLDERS' EQUITY
685 -0- -0-
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY 685 -0- -0-
====== ====== ======
The accompanying notes are an integral part of these financial statements.
-2-
APEX CAPITAL GROUP, INC.
STATEMENTS OF INCOME AND RETAINED EARNINGS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
------ ------ ------
REVENUES -0- -0- -0-
EXPENSES
Consulting Fees -0- -0- 16
------ ------ ------
INCOME BEFORE INCOME TAXES -0- -0- (16)
INCOME TAXES -0- -0- -0-
------ ------ ------
NET INCOME -0- -0- (16)
BEGINNING RETAINED EARNINGS (16) (16) -0-
DIVIDENDS -0- -0- -0-
------ ------ ------
ENDING RETAINED EARNINGS (16) (16) (16)
====== ====== =======
The accompanying notes are an integral part of these financial statements
-3-
APEX CAPITAL GROUP, INC.
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1998, 1997 and 1996
1998 1997 1996
------ ------ ------
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME -0- -0- (16)
ADJUSTMENTS TO RECONCILE NET INCOME
TO NET CASH PROVIDED BY OPERATING
ACTIVITIES -0- -0- -0-
------ ------ ------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES -0- -0- (16)
CASH FLOWS FROM INVESTING ACTIVITIES
-0- -0- -0-
CASH FLOWS FROM FINANCING ACTIVITIES
ISSUE CAPITAL STOCK 685 -0- 16
------ ------ ------
NET INCREASE (DECREASE) IN CASH 685 -0- -0-
CASH AT BEGINNING OF YEA -0- -0- -0-
------ ------ ------
CASH AT END OF YEAR 685 -0- -0-
====== ====== ======
SUPPLEMENTAL DISCLOSURES
INTEREST PAID -0- -0- -0-
INCOME TAXES PAID -0- -0- -0-
The accompanying notes are an integral part of these financial statements
-4-
APEX CAPITAL GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Apex Capital Group, Inc. was organized under the laws of the State of Nevada
on January 25, 1996 under the name of Pinnacle Management Group, Inc. On
February 6, 1996 the articles were amended to record its new name Apex
Capital Group, Inc. The Company was incorporated primarily to egange in any
lawful activity.
NOTE 2 STOCK TRANSACTIONS
The Articles of Incorporation initially authorized the Company to issue up to
60,000 shares of stock as follows: 50,000 shares common stock at a par value
of $.001; and 10,000 shares of preferred stock at a par value of $.001.
On March 16, 1996, 16,001 shares were issued to individuals in return for
services rendered.
On October 6, 1998, the Articles of Incorporation were amended to authorize
the Company to issue 100,000,000 shares of stock as follows: 99,990,000
shares of common stock at a par value of $.001; and 10,000 shares of
preferred stock at a par value of $.001.
On October 15, 1998, the Board of Directors issued a 20 to 1 forward split of
its capital stock shares.
On December 15, 1998, the Board of Directors agreed to sell up to 700,000
shares of its common stock at the stated par value of $.001.
As of December 31, 1998, the Company had issued a total of 1,004,520 shares of
common stock.
-5-
APEX CAPITAL GROUP, INC.
Notes to Financial Statements
NOTE 3 RELATED PARTY TRANSACTIONS
On March 16, 1996, shares of capital stock were issued to individuals in
return for services rendered. These individuals include officers of the
corporation.
-6-
Apex Capital Group, Inc.
Balance Sheet
June 30, 1999
Assets
Currrentt Assets
Cash in Bank 665
Property and Equipment -0-
Other Assets -0-
-----
Total Assets 665
=====
Liabilities and Shareholders' Equiity
Liabilities
Current Liabilities -0-
Long Term Liabilities -0-
-----
Total Liabilities -0-
Shareholder's Equity
Common Stock (See Note 2) 701
Retained Earnings (36)
-----
Total Shareholders' Equity 665
Total Liabilities and
Shareholders' Equity 665
=====
The accompanying notes are an integral part of these financial statements.
Apex Capital Group, Inc.
Statement of Income and Retained Earnings
For the Six Months Ended June 30, 1999
Revenues -0-
Expenses
Bank Service Charges 20
-----
Total Expenses 20
Income Before Income Taxes (20)
Income Taxes -0-
-----
Net Income (20)
Beginning Retained Earnings (16)
Dividends -0-
-----
Ending Retained Earnings (36)
=====
The accompanying notes are an integral part of these financial statements
Apex Capital Group, Inc.
Statement of Cash Flows
For the six months ended June 30, 1999
1998
-----
Cash Flows from Operating Activities
Net Income (20)
Adjustments To Reconcile Net Income
To Net Cash Provided by Operating
Activities -0-
-----
Net Cash Provided (used) by
Operating Activities (20)
Cash Flows From Investing Activities -0-
Cash Flows From Financing Activities
-----
Net Increase (Decrease) in Cash (20)
Cash at Beginning of Year 685
-----
Cash at End of Year 665
=====
Supplemental Disclossures
Interest Paid -0-
Income Taxes Paid -0-
The accompanying notes are an integra part of these financial statements.
Apex Capital Group, Inc.
Notes to Financial Statements
Note 1. Summary of significant Accounting Policies
Nature of Business
Apex Capital Group, Inc. was organized under the laws of the State of Nevada
on January 26, 1996, under the name of Pinnacle Management Group, Inc. On
February 6, 1999 the articles were amended to record the new namme of Apex
Capital Group, Inc. The company was incorporated to engage in any lawful
activity.
Note 2. Stock Transactions
The Company is authorized to issue 100,000,000 shares of stock as follows:
99,990,000 shares of common stock at a par value of $.001 and 10,000 shares
of preferred stock at a par value of $.001.
As of June 30, 1999, 1,020,521 shares of common stock were issued and
outstanding. No preferred shares have been issued.
ARTICLES OF INCORPORATION
OF
jAN 2 5 199C)
PINNACLE MANAGEMENT GROUP, INC.
7--
,Z@
The undersigned, desiring to form a corporation for profit under
the General Corporation Law of Nevada, does hereby certify;
First: The name of the corporation shall be Pinnacle Mnagement Group,Inc.
SECOND, The name of the natural person or corporation designated as the
Corporation's resident agent is State Agent and Transfer Syndicate, whose
address is 3 1 8 North Carson Street, Suite 214, Carson City, Nevada 99701.
Third: The purpose for which the corporation is formed is to engage in any
lawful activity.
FOURTH: The maximum number of shares of all classes which the Corporation is
authorized to have Outstanding is sixty thousand (60,000) shares, consisting
of fifty thousand (50,000) shares of Common Stock, all par value $.001, and
ten thousand (10,000) shares of Preferred Stock, - all par value $.001. The
holders of Preferred Stock shall have such rights, preferences, and
privileges as may be determined, prior to the issuance of such shares, by the
Board of Directors.
FIFTH-, The members of the governing body shall be styled directors and the
initial num6er of directors shall be not less than 2. The name and office
addresses of the first Board of Directors, to serve until their successors are
elected and qualified, are as follows:
Steven Ragen, 11601 4th Street North, Suite 204, St. Petersburg,
Florida 33716, and
Michael Stallings, 11601 4th Street, North, Suite 204, St.
Petersburg, Florida 33716.
The number of directors may be Increased or decreased (but not less than
one) pursuant to the provisions of the corporation's bylaws and Chapter 78
of the Nevada Revised Statutes.
SIXTH- No capital stock issued by the corporation shall be assessable
following payment of the subscription price or par value therefor.
SEVENTH: The corporation shall have perpetual existence.
EIGHTH-. The incorporator and his post office address is as follows: Jehu
Hand, Hand & Hand, 24901 Dana Point Harbor Drive, Suite 200, Dana Point,
California 92629.
NINTH: Every person who was or is a party or is threatened to be a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director, officer,
employee, agent or other person of the corporation, or is or WAS serving AT the
request of the corporation or for its benefit AS a director, officer employee
or other person of another corporation, partnership, joint venture, trust or
enterprise, shall be indemnified and held harmless to the fullest extent
legally permissible under the law of the State of Nevada as it may be amended
from time to time against all expenses, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) reasonably incurred or suffered by him in connection therewith.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon 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 is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which
may be enforced IN any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such
directors, officers, employees, AGENTS or other persons may have or hereafter
acquire and, without limiting THE generality of such statement they shall be
entitled to their respective rights or indemnification under any bylaw,
agreement, vote of stockholders, provisions 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 bylaws from time to time with respect to indemnification permitted
by the law of the STATE of Nevada and may cause the corporation to purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee, agent or other person of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee,
agent or other person of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against such person
and incurred in any such capacity or arising out os such, status whether or
not the corporation would have the power to indemnify such person.
TENTH-, A director of 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 knowing violation of
law or (ii) the unlawful payment of dividends. Any repeal or modification of
this Article by the stockholders of the corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of the director or officer of the corporation for acts or omissions prior to
such repeal or modification.
ELEVENTH: A director or officer of the corporation shall not be disqualified
by his office from dealing or contracting with the corporation as a vendor,
purchaser, employee, agent or otherwise.
No transaction, contract or act of the corporation shall be void or
voidable in any way affected or invalidated by reason of the fact that any
director or officer of any corporation is a member of any firm, a
shareholder, director or officer of the corporation or trustee or beneficiary
of any trust that is in any way interested in such transaction, contract or
act. No director or officer shall be accountable or responsible to the
corporation for or in respect to any transaction, contract or act of the
corporation for any gain or profit directly or indirectly realized by him by
reason of the fact that he or any firm in which he is a member or any
corporation of which he is a trustee, or beneficiary, is interested in such
transaction, contract, or act; provided the fact that such director or
officer or such firm, corporation or trust is so interested shall have been
disclosed or shall have been known to the members of the Board of Directors as
shall be present at any meeting at which action upon such contract, transaction
or act shall have been taken. Any director may be counted in determining the
existence of aquorum at any Meeting of the Board of Directors which shall
authorize or take action in respect to any such contract, transaction or act,
and may vote thereat to authorize, ratify or approve any such contract,
transaction or act, and any officer of the corporation may take any action
within the scope of his authority, respecting such contract, transaction
or act, and any officer of the corporation of which he is a shareholder,
director or officer, or any trust of which he is a trustee or beneficiary,
were not interested in such transaction, contract or act. Without limiting or
qualifying the foregoing, if in any judicial other inquiry, suit, cause or
proceeding, the question of whether a director or officer of the corporation
has acted in good faith is material, and notwithstanding any statute or rule
of law or equity to the contrary (if any there be), his good faith shall be
presumed in the absence of proof to the contrary by clear and convincing
evidence.
TWELFTH: No shareholder of the Corporation shall have any preemptive
rights.
Dated this 24th day of January, 1996
Incorporator Jehu Hand
STATE OF CALIFORNIA
COUNTY OF ORANGE
On January 24, 1996, before me, Kimberly Peterson, a Notary Public in and
for said State, personally appeared Jehu Hand, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is
subscribed to the within instrument and acknowledged to rue that he executed
the same.
WITNESS my hand and official seal.
IL.E.D
i.iy THE OF:f:lct (W rm
FRY Oft Mit OF THP,
STATE OF NEVADA CERT'IFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
FED 06 - 199G OF
PINACLE MANAGEMENT GROUP, INC.
Pinacle Management Group, Inc., a Nevada corporation (the
"Corporation") does hereby
certify that:
1. The Articles Of Incorporation of the Corporation shall be
amended by revising
Article First to read in full as follows:
"First: The name of the Corporation is Apex Capital
Group, Inc."
2. The foregoing amendment has been duty authorized and approved by
the Board of Directors of the Corporation.
3. The foregoing amendment has been duly adopted and approved by
the written consent of the stockholders holding all of the Corporation's
outstanding stock entitled to vote thereon in accordance with NRS'78.320.
Dated., January 30, 1996 PINNACLE MANAGEMENT GROUP, INC.
By:
Steven Ragan, President
By:
Michael Stallings, secretary
FIL
THEOFF CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
F:,.;RETARY OF
@-,%)TATEOFNEVAM Filed bv:
OCT 1 4 1998
No.
..........
DEAN HELLER, SECY OF STATE
DEMPSEY K. MORK
NAME OF DIRECTOR
CERTIFY THAT:
1. THEY CONSTITUTE AT LEAST TWO-THIRDS OF THE ORIGINAL
INCORPORATORS OR OF THE DIRECTORS OF APEX CAPITAL GROUP, INC. A
NEVADA CORPORATION.
2. THE ORIGINAL ARTICLES WERE FILED in THE OFFICE OF THE SECRETARY
OF State on 1/25/96
3. AS OF THE DATE OF this CENIFICATE. NO STOCK OF this CORPORATION
HAS been ISSUED.
4. THEY HEREBY ADOPT THE FOLLOWING AMENDMENTS TO THE A NICLES OF
INCORPORATION OF THIS CORPORATION-
ALticle.Two.
The registered office of this corporation is at I 100 East William
Street, Suite 207, Carson City, NV 89701. The resident agent is GKL
Statutory Agent and Filing Services, Inc.
Article Four
The amended maximum number of' shares of all classes which the
corporation is authorized to have outstanding is one hundred million
(I 00,000,000). This consists of' 99,990,000 shares of common stock, all par
value $.001 and an unaffected 10,000 shares of preferred stock, all par value
$.001. The holders of the preferred stock shall have such rights,
preferences, and privileges as may be determined, prior to the issuance of
such shares, Directors.
State Of- LSLL,@ Oc-
County OT--P@@"4@
RU
personally APPEARED BEFORE ME, A NOTARY PUBLIC.
WHO.ACKNOWLEDGED THAT THEY EXECUTED
CO
RA
Consent of Independent Accountants
I hereby consent to the incorporation in the Form 10 Registration
Statement ofmy report dated July 5, 1999 relating to the financial
statements of Apex Capital Group, Inc. financial statements for the four
months ended
April 30, 1999.
David M. Winings
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1999
<CASH> 685
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 685
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 685
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 701
<OTHER-SE> 16
<TOTAL-LIABILITY-AND-EQUITY> 685
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> APR-30-1999
<CASH> 665
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 665
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 665
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 701
<OTHER-SE> 36
<TOTAL-LIABILITY-AND-EQUITY> 665
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
BY-LAWS
OF
A Nevada Corporation
ARTICLE I - OFFICES
The registered office of the Corporation in the State of Nevada shall be
located in the City and State designated in the Articles of Incorporation.
The Corporation may also maintain offices at such other places within or
without the State of Nevada as the Board of Directors may, from time to time,
determine.
ARTICLE II - MEETING OF SHAREHOLDERS Section I - Annual Meetings: (Chapter 78.3
1 0) The annual meeting of the shareholders of the Corporation shall be held
at the time fixed, from time to time, by the Directors.
Section 2 - Special Meetings: (Chapter 78.' ) I 0)
Special meetings of the shareholders may be called by the Board of Directors
or such person or persons authorized by the Board of Directors and shall be
held within or without the State of Nevada.
Section 3 - Place of Meetings: (Chapter 78.3 1 0)
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada
as the Directors may from time to time fix. If no designation is made, the
meeting shall be held at the Corporation's registered office in the state of
Nevada.
Section 4 - Notice of Meetings: (Section 78.370)
(a) Written or printed notice of each meeting of shareholders, whether annual
or special, signed by the president, vice president or secretary, stating the
time when and place where it is to be held, as well as the purpose or
purposes for which the meeting is called, shall be served either personally
or by mail, by or at the direction of the president, the secretary, or the
officer or the person calling the meeting, not less than ten or more than
sixty days before the date of the meeting, unless the lapse of the prescribed
time shall have been waived before or after the taking of such action, upon
each shareholder of record entitled to vote at such meeting, and to any
other shareholder to whom the giving of notice may be required by law. If
mailed, such notice shall be deemed to be given when deposited in the United
States mail, addressed to the shareholder as it appears on the share transfer
records of the Corporation or to the current address, which a shareholder has
delivered to the Corporation in a written notice.
*Unless otherwise stated herein all references to "Sections" in these Bylaws
refer to those sections contained in Title 78 of the Nevada Private
Corporations Law.
NV Bylaws-1
(b) Further notice to a shareholder is not required when notice of two
consecutive annual meetings, and all notices of meetings or of the taking of
action by written consent without a meeting to him or her during the period
between those two consecutive annual meetings; or all, and at least two
payments sent by first-class mail of dividends or interest on securities
during a 12-month period have been mailed addressed to him or her at his or
her address as shown on the records of the Corporation and have been returned
undeliverable.
Section 5 - Quorum: (Section 78.320)
(a) Except as otherwise provided herein, or by law, or in the Articles of
Incorporation (such Articles and any amendments thereof being hereinafter
collectively referred to as the "Articles of Incorporation"), a quorum shall
be present at all meetings of shareholders of the Corporation, if the holders
of a majority of the shares entitled to vote on that matter are represented
at the meeting in person or by proxy.
(b) The subsequent withdrawal of any shareholder from the meeting, after the
commencement of a meeting, or the refusal of any shareholder represented in
person or by proxy to vote, shall have no effect on the existence of a
quorum, after a quorum has been established at such meeting.
(c) Despite the absence of a quorum at any meeting of shareholders, the
shareholders present may adjourn the meeting.
Section 6 - Voting and Acting: (Section 78.320 & 78.350)
(a) Except as otherwise provided by law, the Articles of Incorporation, or
these Bylaws, any corporate action, the affirmative vote of the majority of
shares entitled to vote on that matter and represented either in person or by
proxy at a meeting of shareholders at which a quorum is present, shall be the
act of the shareholders of the Corporation.
(b) Except as otherwise provided by statute, the Certificate of
Incorporation, or these bylaws, at each meeting of shareholders, each
shareholder of the Corporation entitled to vote thereat, shall be entitled to
one vote for each share registered in his name on the books of the
Corporation. (c) Where appropriate communication facilities are reasonably
available, any or all shareholders shall have the right to participate in
any shareholders' meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able to
hear each other.
Section 7 - Proxies: (Section 78.355)
Each shareholder entitled to vote or to express consent or dissent without a
meeting, may do so either in person or by proxy, so long as such proxy is
executed in writing by the shareholder himself, his authorized officer,
director, employee or agent or by causing the signature of the stockholder to
be affixed to the writing by any reasonable means, including, but not limited
to, a facsimile signature, or by his attorney-in-fact there unto duly
authorized in writing. Every proxy shall be revocable at will unless the
proxy conspicuously states that it is irrevocable and the proxy is coupled
with an interest. A telegram, telex, cablegram, or similar transmission by the
shareholder, or a photographic, photostatic, facsimile, shall be treated as a
valid proxy, and treated as a substitution of the original proxy, so long as
such transmission is a complete reproduction executed by the shareholder. If
it is determined that the telegram, cablegram or
NV Bylaws-2
other electronic transmission is valid, the persons appointed by the
Corporation to count the votes of shareholders and determine the validity of
proxies and ballots or other persons making those determinations must specify
the information upon which they relied. No proxy shall be valid after the
expiration of six months from the date of its execution, unless otherwise
provided in the proxy. Such instrument shall be exhibited to the Secretary
at the meeting and shall be filed with the records of the Corporation. If
any shareholder designates two or more persons to act as proxies, a majority
of those persons present at the meeting, or, if one is present, then that one
has and may exercise all of the powers conferred by the shareholder upon all
of the persons so designated unless the shareholder provides otherwise.
Section 8 - Action Without a Meeting: (Section 78.320)
Unless otherwise provided for in the Articles of Incorporation of the
Corporation, any action to be taken at any annual or special shareholders'
meeting, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by a majority of the shareholders of the
Corporation, except however if a different proportion of voting power is
required by law, the Articles of Incorporation or these Bylaws, than that
proportion of written consents is required. Such written consents must be
filed with the minutes of the proceedings of the shareholders of the
Corporation.
ARTICLE III - BOARD OF DIRECTORS
Section I - Number, Term, Election and Qualifications: (Section 78.115, 78.330)
(a) The first Board of Directors and all subsequent Boards of the Corporation
shall consist of unless and until otherwise determined by vote of a majority
of the entire Board of Directors. The Board of Directors or shareholders all
have the power, in the interim between annual and special meetings of the
shareholders, to increase or decrease the number of Directors of the
Corporation. A Director need not be a shareholder of the Corporation unless
the Certificate of Incorporation of the Corporation or these Bylaws so require.
(b) Except as may otherwise be provided herein or in the Articles of
Incorporation, the members of the Board of Directors of the Corporation shall
be elected at the first annual shareholders' meeting and at each annual
meeting thereafter, unless their terms are staggered in the Articles of
Incorporation of the Corporation or these Bylaws, by a plurality of the
votes cast at a meeting of shareholders, by the holders of shares entitled to
vote in the election.
(c) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly elected and
qualified or until there is a decrease in the number of Directors.
Thereinafter, Directors will be elected at the annual meeting of shareholders
and shall hold office until the annual meeting of the shareholders next
succeeding his election, unless their ten-ns are staggered in the Articles of
Incorporation of the Corporation (so long as at least one - fourth in number
of the Directors of the Corporation are elected at each annual shareholders'
meeting) or these Bylaws, or until his prior death, resignation or removal.
Any Director may resign at any time upon written notice of such resignation
to the Corporation.
NV Bylaws-3
(d) All Directors of the Corporation shall have equal voting power unless the
Articles of Incorporation of the Corporation provide that the voting power of
individual Directors or classes of Directors are greater than or less than
that of any other individual Directors or classes of Directors, and the
different voting powers may be stated in the Articles of Incorporation or
may be dependent upon any fact or event that may be ascertained outside the
Articles of Incorporation if the manner in which the fact or event may
operate on those voting powers is stated in the Articles of Incorporation.
If the Articles of Incorporation provide that any Directors have voting power
greater than or less than other Directors of the Corporation, every reference
in these Bylaws to a majority or other proportion of Directors shall be
deemed to refer to majority or other proportion of the voting power of all
the Directors or classes of Directors, as may be required by the Articles of
Incorporation.
Section 2 - Duties and Powers: (Section 78.120)
The Board of Directors shall be responsible for the control and management of
the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except such as those stated under
Nevada state law, are in the Articles of Incorporation or by these Bylaws,
expressly conferred upon or reserved to the shareholders or any other person
or persons named therein.
Section 3 - Regular Meetings, Notice: (Section 78.' ) I 0)
(a) A regular meeting of the Board of Directors shall be held either within
or without the State of Nevada at such time and at such place as the Board
shall fix.
(b) No notice shall be required of any regular meeting of the Board of
Directors and, if given, need not specify the purpose of the meeting;
provided, however, that in case the Board of Directors shall fix or change
the time or place of any regular meeting when such time and place
was fixed before such change, notice of such action shall be given to each
director who shall not have been present at the meeting at which such action
was taken within the time limited, and in the manner set forth in these
Bylaws with respect to special meetings, unless such notice shall be waived
in the manner set forth in these Bylaws.
Section 4 - Special Meetings-, Notice: (Section 78.3 1 0)
(a) Special meetings of the Board of Directors shall be held at such time and
place as may be specified in the respective notices or waivers of notice
thereof.
(b) Except as otherwise required statute, written notice of special meetings
shall be mailed directly to each Director, addressed to him at his residence
or usual place of business, or delivered orally,with sufficient time for the
convenient assembly of Directors thereat, or shall be sent to him at such
place by telegram, radio or cable, or shall be delivered to him personally or
given to him orally, not later than the day before the day on which the
meeting is to be held. If mailed, the notice of any special meeting shall be
deemed to be delivered on the second day after it is deposited in the United
States mails, so addressed, with postage prepaid. If notice is given by
telegram, it shall be deemed to be delivered when the telegram is delivered
to the telegraph
NV Bylaws-4
company. A notice, or waiver of notice, except as required by these Bylaws,
need not specify the business to be transacted at or the purpose or purposes
of the meeting.
(c) Notice of any special meeting shall not be required to be given to any
Director who shall attend such meeting without protesting prior thereto or at
its commencement, the lack of notice to him, or who submits a signed waiver
of notice, whether before or after the meeting. Notice of any adjourned
meeting shall not be required to be given.
Section 5 - Chairperson:
The Chairperson of the Board, if any and if present, shall preside at all
meetings of the Board of Directors. If there shall be no Chairperson, or he
or she shall be absent, then the President shall preside, and in his absence,
any other director chosen by the Board of Directors shall preside.
Section 6 - Quorum and Adjournments: (Section 78.315)
(a) At all meetings of the Board of Directors, or any committee thereof, the
presence of a majority of the entire Board, or such committee thereof, shall
constitute a quorum for the transaction of business, except as otherwise
provided by law, by the Certificate of Incorporation, or these Bylaws.
(b) A majority of the directors present at the time and place of any regular
or special meeting, although less than a quorum, may adjourn the same from
time to time without notice, whether or not a quorum exists. Notice of such
adjourned meeting shall be given to Directors not present at time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other Directors who were
present at the adjourned meeting.
Section 7 - Manner of Acting: (Section 78.315)
(a) At all meetings of the Board of Directors, each director present shall
have one vote, irrespective of the number of shares of stock, if any, which
he may hold.
(b) Except as otherwise provided by law, by the Articles of Incorporation, or
these bylaws, action approved by a majority of the votes of the Directors
present at any meeting of the Board or any committee thereof, at which
a quorum is present shall be the act of the Board of Directors or any
committee thereof.
(c) Any action authorized in writing made prior or subsequent to such action,
by all of the Directors entitled to vote thereon and filed with the minutes
of the Corporation shall be the act of the Board of Directors, or any
committee thereof, and have the same force and effect as if the same had been
passed by unanimous vote at a duly called meeting of the Board or committee
for all purposes.
(c) Where appropriate communications facilities are reasonably available, any
or all directors shall have the right to participate in any Board of
Directors meeting, or a committee of the Board of
NV Bylaws-5
Directors meeting, by means of conference telephone or any means of
communications by which all persons participating in the meeting are able to
hear each other.
Section 8 - Vacancies: (Section 78.335)
(a) Unless otherwise provided for by the Articles of Incorporation of the
Corporation, any vacancy in the Board of Directors occurring by reason of an
increase in the number of directors, or by reason of the death, resignation,
disqualification, removal or inability to act of any director, or other
cause, shall be filled by an affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board or by a sole
remaining Director, at any regular meeting or special meeting of the Board of
Directors called for that purpose except whenever the shareholders of any
class or classes or series thereof are entitled to elect one or more Directors
by the Certificate of Incorporation of the Corporation, vacancies and newly
created directorships of such class or classes or series may be filled by a
majority of the Directors elected by such class or classes or series thereof
then in office, or by a sole remaining Director so elected.
(b) Unless otherwise provided for by law, the Articles of Incorporation or
these Bylaws, when one or more Directors shall resign from the board and such
resignation is effective at a future date, a majority of the directors, then
in office, including those who have so resigned, shall have the power to FILL
such vacancy or vacancies, the vote otherwise to take effect when such
resignation or resignations shall become effective.
Section 9 - Resignation: (,Section 78.335)
A Director may resign at any time by giving written notice of such resignation
to the Corporation. Section 10 - Removal: (Section 78.335) Unless otherwise
provided for by the Articles of Incorporation, one or more or all the Directors
of the Corporation may be removed with or without cause at any time by a vote
of two-thirds of the shareholders entitled to vote thereon, at a special
meeting of the shareholders called for that purpose, unless the Articles of
Incorporation provide that Directors may only be removed for cause, provided
however, such Director shall not be removed if the Corporation states in its
Articles of Incorporation that its Directors shall be elected by cumulative
voting and there are a sufficient number of shares cast against his or her
removal, which if cumulatively voted at an election of Directors would be
sufficient to elect him or her. If a Director was elected by a voting group
of shareholders, only the shareholders of that voting group may participate
in the vote to remove that Director.
Section I 1 - Compensation: (Section 78.140)
The Board of Directors may authorize and establish reasonable compensation of
the Directors for services to the Corporation as Directors, including, but
not limited to attendance at any annual or special meeting of the Board.
NV Bylaws-6
Section 12 - Committees: (Section 78.125)
Unless otherwise provided for by the Articles of Incorporation of the
Corporation, the Board of Directors, may from time to time designate from
among its members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with such powers
and authority (to the extent permitted by law and these Bylaws) as may be
provided in such resolution. Unless the Articles of Incorporation or Bylaws
state otherwise, the Board of Directors may appoint natural persons who are
not Directors to serve on such committees authorized herein. Each such
committee shall serve at the pleasure of the Board and, unless otherwise
stated by law, the Certificate of Incorporation of the Corporation or these
Bylaws, shall be governed by the rules and regulations stated herein regarding
the Board of Directors.
ARTICLE IV - OFFICERS
Section I - Number, Qualifications, Election and Term of Office: (Section
78.130)
(a) The Corporation's officers shall have such titles and duties as shall be
stated in these Bylaws or in a resolution of the Board of Directors which is
not inconsistent with these Bylaws. The officers of the Corporation shall
consist of a president, secretary and treasurer, and also may have one or
more vice presidents, assistant secretaries and assistant treasurers and such
other officers as the Board of Directors may from time to time deem
advisable. Any officer may hold two or more offices in the Corporation.
(b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the annual
meeting of shareholders.
(c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his election, and until his successor shall have
been duly elected and qualified, subject to earlier termination by his or her
death, resignation or removal.
Section 2 - Resignation:
Any officer may resign at any time by giving written notice of such
resignation to the Corporation. Section 3 - Removal: Any officer elected by
the Board of Directors may be removed, either with or without cause, and
a successor elected by the Board at any time, and any officer or assistant
officer, if appointed by another officer, may likewise be removed by such
officer.
Section 4 - Vacancies:
(a) A vacancy, however caused, occurring in the Board and any newly created
Directorships resulting from an increase in the authorized number of
Directors may be filled by the Board of Directors.
NV Bylaws-7
Section 5 - Bonds:
The Corporation may require any or all of its officers or Agents to post a
bond, or otherwise, to the Corporation for the faithful performance of their
positions or duties.
Section 6 - Compensation:
The compensation of the officers of the Corporation shall be fixed from time
to time by the Board of Directors.
ARTICLE V-- SHARES OF STOCK
Section I - Certificate of Stock: (Section 78.235)
(a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.
(b) Certificated shares of the Corporation shall be signed, (either manually
or by facsimile), by officers or agents designated by the Corporation for
such purposes, and shall certify the number of shares owned by him in the
Corporation. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or
transfer clerk or the registrar of the Corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures. If the
Corporation uses facsimile signatures of its officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting in
those dual capacities countersigns or otherwise authenticates any stock
certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate, shall have ceased
to be such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
its issue.
(c) If the Corporation issues uncertificated shares as provided for in these
Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation
shall send the shareholder a written statement certifying the number of
shares owned by such shareholder in the Corporation.
(d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and series
shall be identical.
Section 2 - Lost or Destroyed Certificates: (Section 104.8405)
The Board of Directors may direct a new certificate or certificates to be
issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed if the owner:
(a) so requests before the Corporation has notice that the shares have been
acquired by a bona fide purchaser,
NV Bylaws-8
(b) files with the Corporation a sufficient indemnity bond; and
(c) satisfies such other requirements, including evidence of such
loss, theft or destruction, as may be imposed by the Corporation.
Section 3 - Transfers of Shares: (Section 104.8401, 104.8406 & 104.8416)
(a) Transfers or registration of transfers of shares of the Corporation shall
be made on the stock transfer books of the Corporation by the registered
holder thereof, or by his attorney duly authorized by a written power of
attorney; and in the case of shares represented by certificates, only after
the surrender to the Corporation of the certificates representing such shares
with such shares properly endorsed, with such evidence of the authenticity of
such endorsement, transfer, authorization and other matters as the
Corporation may reasonably require, and the payment of all stock transfer
taxes due thereon.
(b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise expressly provided by law.
Section 4 - Record Date: (Section 78.215 & 78.'150)
(a) The Board of Directors may fix, in advance, which shall not be more than
sixty days before the meeting or action requiring a determination of
shareholders, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders, or
to consent to any proposal without a meeting, or for the purpose of determining
shareholders entitled to receive payment of any dividends, or allotment of any
rights, or for the purpose of any other action. If no record date is fixed,
the record date for shareholders entitled to notice of meeting shall be at
the close of business on the day preceding the day on which notice is given,
or, if no notice is given, the day on which the meeting is held, or if notice is
waived, at the close of business on the day before the day on which the
meeting is held.
(b) The Board of Directors may fix a record date, which shall not
precede the date upon which the resolution fixing the record date is adopted
for shareholders entitled to receive payment of any dividend or other
distribution or allotment of any rights of shareholders entitled to exercise
any rights in respect of any change, conversion or exchange of stock, or for
the purpose of any other lawful action.
(c) A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless
the Board of Directors fixes a new record date for the adjourned meeting.
Section 5 - Fractions of Shares/Scrip (Section 78.205)
The Board of Directors may authorize the issuance of certificates or payment
of money for fractions of a share, either represented by a certificate or
uncertificated, which shall entitle the holder to exercise voting rights,
receive dividends and participate in any assets of the Corporation in the
event of liquidation, in proportion to the fractional holdings; or it may
authorize the
NV Bylaws-9
payment in case of the fair value of fractions of a share as of the time when
those entitled to receive such fractions are determined; or it may authorize
the issuance, subject to such conditions as may be permitted by law, of
scrip in registered or bearer form over the manual or facsimile signature of
an officer or agent of the Corporation or its agent for that purpose,
exchangeable as therein provided for full shares, but such scrip shall not
entitle the holder to any rights of shareholder, except as therein provided.
The scrip may contain any provisions or conditions that the Corporation deems
advisable. If a scrip ceases to be exchangeable for full share certificates,
the shares that would otherwise have been issuable as provided on the scrip
are deemed to be treasury shares unless the scrip contains other provisions
for their disposition.
ARTICLE VI - DIVIDENDS (Section 78.215 & 78.288)
(a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at such time or times as the Board of
Directors may determine and shares may be issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders of one
or more classes or series.
(b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless:
(i) so authorized by the Articles of Incorporation;
(ii) a majority of the shareholders of the class or series to
be issued approve the issue; or
(iii) there are no outstanding shares of the class or series of
shares that are authorized to be issued.
ARTICLE VII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed, and shall be subject to
change by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII - CORPORATE SEAL (Section 78.065)
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX - AMENDMENTS
Section I - By Shareholders:
All Bylaws of the Corporation shall be subject to alteration or repeal, and
new Bylaws may be made, by a majority vote of the shareholders at the time
entitled to vote in the election of Directors even though these Bylaws may
also be altered, amended or repealed by the Board of Directors.
Section 2 - By Directors: (Section 78.120)
The Board of Directors shall have power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation.
NV Bylaws-10
ARTICLE X - WAIVER OF NOTICE: (Section 78.375)
Whenever any notice is required to be given by law, the Articles of
Incorporation or these Bylaws, a written waiver signed by the person or
persons entitled to such notice, whether before or after the meeting by any
person, shall constitute a waiver of notice of such meeting.
ARTICLE XI - INTERESTED DIRECTORS: (Section 78.140)
No contract or transaction shall be void or voidable if such contract or
transaction is between the corporation and one or more of its Directors or
Officers, or between the Corporation and any other corporation, partnership,
association, or other organization in which one or more of its Directors or
Officers, are directors or officers, or have a financial interest, when such
Director or Officer is present at or participates in the meeting of the
Board, or the committee of the shareholders which authorizes the contract or
transaction or his, her or their votes are counted for such purpose, if-
(a) the material facts as to his, her or their relationship or interest and
as to the contract or transaction are disclosed or are known to the Board of
Directors or the committee and are noted in the minutes of such meeting, and
the Board or committee in good faith authorizes the contract or transaction
by the affirmative votes of a majority of the disinterested Directors, even
though the disinterested Directors be less than a quorum; or
(b) the material facts as to his, her or their relationship or relationships
or interest or interests and as to the contract or transaction are disclosed
or are known to the shareholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by vote of the
shareholders; or
(c) the contract or transaction is fair as to the Corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the shareholders;or
(d) the fact of the common directorship, office or financial interest is
not disclosed or known to the Director or Officer at the time the
transaction is brought before the Board of Directors of the Corporation for
such action.
Such interested Directors may be counted when determining the presence of a
quorum at the Board of Directors' or committee meeting authorizing the
contract or transaction.
ARTICLE XII - ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED
AGENT: (Section 78.150 & 78.165)
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or
before the last day of the month in which the anniversary date of
incorporation occurs each year, file with the Secretary of State a list of its
president, secretary and treasurer and all of its Directors, along with the
post office box or street address, either residence or business, and a
designation of its resident agent in the state of Nevada. Such list shall be
certified by an officer of the Corporation.
NV Bylaws-11
