UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act
of 1934
THEINTERNETCORP.NET, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0424430
(State of organization) (I.R.S. Employer Identification No.)
3158 Redhill Ave., Ste. 240, Costa Mesa, CA 92626
(Address of principal executive offices)
Registrants telephone number, including area code (714) 428-0632
Registrants Attorney: Shawn F. Hackman, Esq.
3360 W. Sahara Ave., Suite 200
Las Vegas, NV 89102
(702) 732-2253
Securities to be registered pursuant to Section 12(b)
of the Act: None
Securities to be registered pursuant to Section 12(g)
of the Act: Common
ITEM 1. DESCRIPTION OF BUSINESS
Background
THEINTERNETCOPR.NET, INC. (the Company) is a Nevada corporation
formed on April 29, 1999. Its principal place of business is
located
at 3158 Redhill Ave., Ste 240, Costa Mesa, CA 92626. The Company
was organized to engage in any lawful corporate business,
including
but not limited to, participating in mergers with and
acquisitions
of other companies. The Company has been in the developmental
stage
since inception and has no operating history other than
organizational matters. The company currently has no operations
and,
in accordance with SFAS #7, is considered a development stage
company.
The Company was incorporated by Shawn F. Hackman, Esq. He no
longer
holds any position with the Company, and holds none of the
Companys
stock. The Company has never had any operations.
Initially, founders shares were issued to Vincent Van Den Brink,
the
companys sole officer and director. All such transactions took
place prior to or during April 29, 1999. All shareholders have
held
their stock since that time.
The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can
merge.
The Company has not selected any company as an acquisition target
or
merger partner and does not intend to limit potential candidates
to
any particular field or industry, but does retain the right to
limit
candidates, if it so chooses, to a particular field or industry.
The
Companys plans are in the conceptual stage only.
The Board of Directors has elected to begin implementing the
Companys principal business purpose, described below under Item
2,
Plan of Operation. As such, the Company can be defined as a
shell
company, whose sole purpose at this time is to locate and
consummate
a merger or acquisition with a private entity.
The proposed business activities described herein classify the
Company as a blank check company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of
blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Companys securities until such time as
the
Company has successfully implemented its business plan.
The company is negotiating with and expects to sign a merger agreement
with Cycle-Parts.com, Inc. The company expects to file a Form S-4
within sixty (60) days to merge with Cycle-Parts.com, Inc., which will
include its financial statements.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of
1934 (the Exchange Act), in order to ensure that public
information is readily accessible to all shareholders and
potential
investors, and to increase the Companys access to financial
markets. In the event the Companys obligation to file periodic
reports is suspended pursuant to the Exchange Act, the Company
anticipates that it will continue to voluntarily file such
reports.
Risk Factors
The Companys business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has
had no operating history and has received no revenues or earnings
from operations. The Company has no significant assets or
financial
resources. The Company will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until it
completes
a business combination. This may result in the Company incurring
a
net operating loss which will increase continuously until the
Company completes a business combination with a profitable
business
opportunity. There is no assurance that the Company will identify
a
business opportunity or complete a business combination.
SPECULATIVE NATURE OF COMPANYS PROPOSED OPERATIONS. The success
of
the Companys proposed plan of operation will depend to a great
extent on the operations, financial condition, and management of
the
identified business opportunity. While management intends to seek
business combinations with entities having established operating
histories, it cannot assure that the Company will successfully
locate candidates meeting such criteria. In the event the Company
completes a business combination, the success of the Companys
operations may be dependent upon management of the successor firm
or
venture partner firm together with numerous other factors beyond
the
Companys control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A
large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of
companies which may also be desirable target candidates for the
Company. Nearly all such entities have significantly greater
financial resources, technical expertise, and managerial
capabilities than the Company. The Company is, consequently, at a
competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Moreover, the Company will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement,
agreement, or understanding with respect to engaging in a
business
combination with any private entity. There can be no assurance
the
Company will successfully identify and evaluate suitable business
opportunities or conclude a business combination. Management has
not
identified any particular industry or specific business within an
industry for evaluations. The Company has been in the
developmental
stage since inception and has no operations to date. Other than
issuing shares to its original shareholders, the Company never
commenced any operational activities. There is no assurance the
Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a
specific
length of operating history or a specified level of earnings,
assets, net worth or other criteria which it will require a
target
business opportunity to have achieved, and without which the
Company
would not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no
significant operating history, losses, limited or no potential
for
earnings, limited assets, negative net worth, or other negative
characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up
to twenty hours per month to the business of the Company. The
Companys officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined
limited experience and time commitment of management, loss of the
services of any of these individuals would adversely affect
development of the Companys business and its likelihood of
continuing operations. See MANAGEMENT.
CONFLICTS OF INTEREST - GENERAL. The Companys officers and
directors participate in other business ventures which compete
directly with the Company. Additional conflicts of interest and
non
arms-length transactions may also arise in the event the
Companys
officers or directors are involved in the management of any firm
with which the Company transacts business. The Companys Board of
Directors has adopted a resolution which prohibits the Company
from
completing a combination with any entity in which management
serve
as officers, directors or partners, or in which they or their
family
members own or hold any ownership interest. Management is not
aware
of any circumstances under which this policy could be changed
while
current management is in control of the Company. See ITEM 5.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS -
CONFLICTS OF INTEREST.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies
subject to Section 13 of the Securities Exchange Act of 1934 (the
Exchange Act) must provide certain information about
significant
acquisitions, including certified financial statements for the
company acquired, covering one or two years, depending on the
relative size of the acquisition. The time and additional costs
that
may be incurred by some target entities to prepare such
statements
may significantly delay or even preclude the Company from
completing
an otherwise desirable acquisition. Acquisition prospects that do
not have or are unable to obtain the required audited statements
may
not be appropriate for acquisition so long as the reporting
requirements of the 1934 Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has
not conducted or received results of market research indicating
that
market demand exists for the transactions contemplated by the
Company. Moreover, the Company does not have, and does not plan
to
establish, a marketing organization. If there is demand for a
business combination as contemplated by the Company, there is no
assurance the Company will successfully complete such
transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Companys
proposed
operations, even if successful, will result in a business
combination with only one entity. Consequently, the resulting
activities will be limited to that entitys business. The
Companys
inability to diversify its activities into a number of areas may
subject the Company to economic fluctuations within a particular
business or industry, thereby increasing the risks associated
with
the Companys operations.
REGULATION. Although the Company will be subject to regulation
under
the Securities Exchange Act of 1934, management believes the
Company
will not be subject to regulation under the Investment Company
Act
of 1940, insofar as the Company will not be engaged in the
business
of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding
passive investment interests in a number of entities, the Company
could be subject to regulation under the Investment Company Act
of
1940. In such event, the Company would be required to register as
an
investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as
to the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the
Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Companys common stock will, in all
likelihood, result in shareholders of a private company obtaining
a
controlling interest in the Company. Any such business
combination
may require management of the Company to sell or transfer all or
a
portion of the Companys common stock held by them, or resign as
members of the Board of Directors of the Company. The resulting
change in control of the Company could result in removal of one
or
more present officers and directors of the Company and a
corresponding reduction in or elimination of their participation
in
the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Companys primary plan of operation is based
upon a
business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized
and unissued common stock of the Company will reduce the
percentage
of shares owned by present and prospective shareholders, and a
change in the Companys control and/or management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a
business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt
to avoid what it deems to be adverse consequences of undertaking
its
own public offering by seeking a business combination with the
Company. The perceived adverse consequences may include, but are
not
limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting
control
to public shareholders, and the inability or unwillingness to
comply
with various federal and state securities laws enacted for the
protection of investors. These securities laws primarily relate
to
registering securities and full disclosure of the Companys
business, management, and financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the
Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the
federal and state tax consequences to both the Company and the
target entity. Management cannot assure that a business
combination
will meet the statutory requirements for a tax-free
reorganization,
or that the parties will obtain the intended tax-free treatment
upon
a transfer of stock or assets. A non-qualifying reorganization
could
result in the imposition of both federal and state taxes, which
may
have an adverse effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS
OPPORTUNITIES. Management believes that any potential target
company
must provide audited financial statements for review, and for the
protection of all parties to the business combination. One or
more
attractive business opportunities may forego a business
combination
with the Company, rather than incur the expenses associated with
preparing audited financial statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder
have not been registered for resale under the blue sky laws of
any
state, and the Company has no current plans to register or
qualify
its shares in any state, holders of these shares and persons who
desire to purchase them in any trading market that might develop
in
the future, should be aware that there may be significant state
blue
sky restrictions upon the ability of new investors to purchase
the
securities. These restrictions could reduce the size of any
potential market. As a result of recent changes in federal law,
non-
issuer trading or resale of the Companys securities is exempt
from
state registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale
of blind-pool or blank-check securities. Accordingly, investors
should consider any potential secondary market for the Companys
securities to be a limited one.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
forward-
looking statements as that term is defined in Section 27A of the
Securities Act of 1933 as amended (the Securities Act), and
Section 21E of the Securities Exchange Act of 1934 as amended
(the
Exchange Act). All statements that are included in this
Registration Statement, other than statements of historical fact,
are forward-looking statements. Although Management believes that
the expectations reflected in these forward-looking statements
are
reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause
actual results to differ materially from the expectations are
disclosed in this Statement, including, without limitation, in
conjunction with those forward-looking statements contained in
this
Statement.
Plan of Operation - General
The Companys plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business
opportunities presented to it by persons or firms desiring the
perceived advantages of a publicly held corporation. At this
time,
the Company has no plan, proposal, agreement, understanding, or
arrangement to acquire or merge with any specific business or
company, and the Company has not identified any specific business
or
company for investigation and evaluation. No member of Management
or
any promoter of the Company, or an affiliate of either, has had
any
material discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its
search to any specific business, industry, or geographical
location,
and may participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this caption
and
throughout this Registration Statement is purposefully general
and
is not meant to be restrictive of the Companys virtually
unlimited
discretion to search for and enter into potential business
opportunities.
The Companys potential success is heavily dependant on the
Companys management, which will have virtually unlimited
discretion
in searching for and entering into a business opportunity. None
of
the officers and directors of the Company has had any experience
in
the proposed business of the Company.
Management anticipates that it will only participate in one
potential business venture. This lack of diversification should
be
considered a substantial risk in investing in the Company because
it
will not permit the Company to offset potential losses from one
venture against gains from another.
The Company may seek a business combination with a firm which
only
recently commenced operations, or a developing company in need of
additional funds to expand into new products or markets or
seeking
to develop a new product or service, or an established business
which may be experiencing financial or operating difficulties and
needs additional capital which is perceived to be easier to raise
by
a public company. In some instances, a business opportunity may
involve acquiring or merging with a corporation which does not
need
substantial additional cash but which desires to establish a
public
trading market for its common stock. The Company may purchase
assets
and establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity
in which to participate will be complex and extremely risky.
Because of general economic conditions, rapid technological
advances
being made in some industries, and shortages of available
capital,
management believes that there are numerous firms seeking the
benefits of a publicly-traded corporation. Such perceived
benefits
of a publicly traded corporation may include facilitating or
improving the terms on which additional equity financing may be
sought, providing liquidity for the principals of a business,
creating a means for providing incentive stock options or similar
benefits to key employees, providing liquidity (subject to
restrictions of applicable statues) for all shareholders, and
other
items. Potentially available business opportunities may occur in
many different industries and at various stages of development,
all
of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.
Management believes that the Company may be able to benefit from
the
use of leverage to acquire a target company. Leveraging a
transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, the
Company
would be required to use less of its available funds to acquire a
target company and, therefore, could commit those funds to the
operations of the business, to combinations with other target
companies, or to other activities. The borrowing involved in a
leveraged transaction will ordinarily be secured by the assets of
the acquired business. If that business is not able to generate
sufficient revenues to make payments on the debt incurred by the
Company to acquire that business, the lender would be able to
exercise the remedies provided by law or by contract. These
leveraging techniques, while reducing the amount of funds that
the
Company must commit to acquire a business, may correspondingly
increase the risk of loss to the Company. No assurance can be
given
as to the terms or availability of financing for any acquisition
by
the Company. During periods when interest rates are relatively
high,
the benefits of leveraging are not as great as during periods of
lower interest rates, because the investment in the business held
on
a leveraged basis will only be profitable if it generates
sufficient
revenues to cover the related debt and other costs of the
financing.
Lenders from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing,
distribution, and operating policies of the Company. It is not
possible at this time to predict the restrictions, if any, which
lenders may impose, or the impact thereof on the Company.
As part of any transactions, the acquired company may require
that
Management or other stockholders of the Company sell all or a
portion of their shares to the acquired Company or the principles
of
the acquired company. It is anticipated that the sales price of
such shares will be lower than the current market price or
anticipated market price of the Companys Common Stock. The
Companys funds are not expected to be used for any stock
purchase
from insiders. The Company shareholders will not be provided
the
opportunity to approve or consent to such sale. The opportunity
to
sell all or a portion of their shares in connection with an
acquisition may influence managements decision to enter into a
specific transaction. However, management believes that since
the
anticipated sales price will be less than the market value, the
potential of a stock sale by management will be a material factor
in
their decision to enter a specific transaction.
The above description of potential sales of management stock is
not
based upon any corporate bylaw, shareholder or board resolution,
or
contract or agreement. No other payment of cash or property are
expected to be received by Management in connection with any
acquisition.
The Company has insufficient capital with which to provide the
owners of businesses significant cash or other assets. Management
believes the Company will offer owners of businesses the
opportunity
to acquire a controlling ownership interest in a public company
at
substantially less cost than is required to conduct an initial
public offering. The owners of the businesses will, however,
incur
significant post-merger or acquisition registration costs in the
event they wish to register a portion of their shares for
subsequent
sale. The Company will also incur significant legal and
accounting
costs in connection with the acquisition of a business
opportunity,
including the costs of preparing post-effective amendments, Forms
8-
K, agreements, and related reports and documents. Nevertheless,
the
officers and directors of the Company have not conducted market
research and are not aware of statistical data which would
support
the perceived benefits of a merger or acquisition transaction for
the owners of a businesses. The Company does not intend to make
any
loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in
essentially
any stage of its corporate life. It is impossible to predict at
this
time the status of any business in which the Company may become
engaged, in that such business may need to seek additional
capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However, the
Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition. The Company also has no
plans to conduct any offerings under Regulation S.
The company is negotiating with and expects to sign a merger agreement
with Cycle-Parts.com, Inc. The company expects to file a Form S-4
within sixty (60) days to merge with Cycle-Parts.com, Inc., which will
include its financial statements.
Sources of Opportunities
The Company anticipates that business for possible acquisition
will
be referred by various sources, including its officers and
directors, professional advisors, securities broker-dealers,
venture
capitalists, members of the financial community, and others who
may
present unsolicited proposals.
The Company will seek a potential business opportunity from all
known sources, but will rely principally on personal contacts of
its
officers and directors as well as indirect associations between
them
and other business and professional people. It is not presently
anticipated that the Company will engage professional firms
specializing in business acquisitions or reorganizations.
The officers and directors of the Company are currently employed
in
other positions and will devote only a portion of their time (not
more than one hour per week) to the business affairs of the
Company,
until such time as an acquisition has been determined to be
highly
favorable, at which time they expect to spend full-time
investigating and closing any acquisition for a period of two
weeks.
In addition, in the face of competing demands for their time, the
officers and directors may grant priority to their full-time
position rather than to the Company.
Management, while not especially experienced in matters relating
to
the new business of the Company, will rely upon their own efforts
and, to a much lesser extent, the efforts of the Companys
shareholders, in accomplishing the business purposes of the
Company.
It is not anticipated that any outside consultants or advisors,
other than the Companys legal counsel and accountants, will be
utilized by the Company to effectuate its business purposes
described herein. However, if the Company does retain such an
outside consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to pay
such
obligation. There have been no discussions, understandings,
contracts or agreements with any outside consultants and none are
anticipated in the future. In the past, the Companys management
has
never used outside consultants or advisors in connection with a
merger or acquisition.
As is customary in the industry, the Company may pay a finders
fee
for locating an acquisition prospect. If any such fee is paid, it
will be approved by the Companys Board of Directors and will be
in
accordance with the industry standards. Such fees are customarily
between 1% and 5% of the size of the transaction, based upon a
sliding scale of the amount involved. Such fees are typically in
the
range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such
a
finders fee or real estate brokerage fee could, in certain
circumstances, be paid to any employee, officer, director or 5%
shareholder of the Company, if such person plays a material role
in
bringing a transaction to the Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition, it most likely would need to seek debt or equity
financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a
substantial portion of its interest in any acquired product.
There
is no assurance that the Company will be able either to obtain
additional financing or to interest third parties in providing
funding for the further development, marketing and manufacturing
of
any products acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by
or
under the supervision of the officers and directors of the
Company
(see Management). Management intends to concentrate on
identifying
prospective business opportunities which may be brought to its
attention through present associations with management. In
analyzing
prospective business opportunities, management will consider,
among
other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may
be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which then
may be anticipated to impact the proposed activities of the
Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of
products, services or trades
12. name identification
Management will meet personally with management and key personnel
of
the firm sponsoring the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the
above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the Company
participates will present certain risks. Many of these risks
cannot
be adequately identified prior to selection of the specific
opportunity, and the Companys shareholders must, therefore,
depend
on the ability of management to identify and evaluate such risk.
In
the case of some of the opportunities available to the company,
it
may be anticipated that the promoters thereof have been unable to
develop a going concern or that such business is in its
development
state in that it has not generated significant revenues from its
principal business activities prior to the Companys
participation.
There is a risk, even after the Companys participation in the
activity and the related expenditure of the Companys funds, that
the combined enterprises will still be able to become a going
concern or advance beyond the development stage. Many of the
opportunities may involve new and untested product, processes, or
market strategies which may not succeed. Such risks will be
assumed
by the Company and, therefore, its shareholders.
The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary
or
development stage, which is already in operation, or in
essentially
any stage of its corporate life. It is currently impossible to
predict the status of any business in which the Company may
become
engaged, in that such business may need additional capital, may
merely desire to have its shares publicly traded, or may seek
other
perceived advantages which the Company may offer.
The Company will not have sufficient funds to undertake any
significant development, marketing and manufacturing of any
products
which may be acquired. Accordingly, following the acquisition of
any such product, the Company will, in all likelihood, be
required
to either seek debt or equity financing or obtain funding from
third
parties, in exchange for which the
Company would probably be required to give up a substantial
portion
of its interest in any acquired product. There is no assurance
that
the Company will be able either to obtain additional financing or
interest third parties in providing funding for the further
development, marketing and manufacturing of any products
acquired.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will
require substantial management time and attention and substantial
costs for accountants, attorneys and others. If a decision is
made
not to participate in a specific business opportunity the cost
therefore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for
the
participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss of the Company
of
the related costs incurred. Opportunities in which the Company
participates will present certain risks, many of which cannot be
identified adequately prior to selecting a specific opportunity.
The
Companys shareholders must, therefore, depend on Management to
identify and evaluate such risks. Promoters of some opportunities
may have been unable to develop a going concern or may present a
business in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to
the Companys participation.) Even after the Companys
participation, there is a risk that the combined enterprise may
not
become a going concern or advance beyond the development stage.
Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial
management time and attention as well as substantial costs for
accountants, attorneys, and others. If a decision is made not to
participate in a specific business opportunity the costs incurred
in
the related investigation would not be recoverable. Furthermore,
even if an agreement is reached for the participation in a
specific
business opportunity, the failure to consummate that transaction
may
result in the loss by the Company of the related costs incurred.
There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a
suitable target company. If no such target is found, therefore,
no
return on an investment in the Company will be realized, and
there
will not, most likely, be a market for the Companys stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition,
the Company may become a party to a merger, consolidation,
reorganization, joint venture, franchise, or licensing agreement
with another corporation or entity. It may also purchase stock or
assets of an existing business. Once a transaction is complete,
it
is possible that the present management and shareholders of the
Company will not be in control of the Company. In addition, a
majority or all of the Companys officers and directors may, as
part
of the terms of the transaction, resign and be replaced by new
officers and directors without a vote of the Companys
shareholders.
It is anticipated that securities issued in any such
reorganization
would be issued in reliance on exemptions from registration under
applicable Federal and state securities laws. In some
circumstances,
however, as a negotiated element of this transaction, the Company
may agree to register such securities either at the time the
transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial additional
securities and their potential sale into any trading market which
may develop in the Companys Common Stock may have a depressive
effect on such market.
While the actual terms of a transaction to which the Company may
be
a party cannot be predicted, it may be expected that the parties
to
the business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the acquisition
in
a so called tax free reorganization under Sections 368(a)(1) or
351 of the Internal Revenue Code of 1986, as amended (the
Code).
In order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80% or
more
of the voting stock of the surviving entity. In such event, the
shareholders of the Company, including investors in this
offering,
would retain less than 20% of the issued and outstanding shares
of
the surviving entity, which could result in significant dilution
in
the equity of such shareholders.
As part of the Companys investigation, officers and directors of
the Company will meet personally with management and key
personnel,
may visit and inspect material facilities, obtain independent
analysis or verification of certain information provided, check
references of management and key personnel, and take other
reasonable investigative measures, to the extent of the Companys
limited financial resources and management expertise.
The manner in which the Company participates in an opportunity
with
a target company will depend on the nature of the opportunity,
the
respective needs and desires of the Company and other parties,
the
management of the opportunity, and the relative negotiating
strength
of the Company and such other management.
With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the
percentage of the Company which the target companys shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target companys
assets and liabilities, the Companys shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the
Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares
held
by the Companys then shareholders, including purchasers in this
offering.
Management has advanced, and will continue to advance, funds
which
shall be used by the Company in identifying and pursuing
agreements
with target companies. Management anticipates that these funds
will
be repaid from the proceeds of any agreement with the target
company, and that any such agreement may, in fact, be contingent
upon the repayment of those funds.
Competition
The Company is an insignificant participant among firms which
engage
in business combinations with, or financing of, development-stage
enterprises. There are many established management and financial
consulting companies and venture capital firms which have
significantly greater financial and personal resources, technical
expertise and experience than the Company. In view of the
Companys
limited financial resources and management availability, the
Company
will continue to be at significant competitive disadvantage vis-
a-
vis the Companys competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming
code in existing computer systems as the year 2000 approaches.
The
Company has assessed these issues as they relate to the Company,
and
since the Company currently has no operating business and does
not
use any computers, and since it has no customers, suppliers or
other
constituents, it does not believe that there are any material
year
2000 issues to disclose in this Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an investment
company
as an issuer which is or holds itself out as being engaged
primarily
in the business of investing, reinvesting or trading securities.
While the Company does not intend to engage in such activities,
the
Company may, through business combinations, obtain and hold a
minority interest in a number of development stage enterprises.
The
Company could be expected to incur significant registration and
compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review
the Companys activities from time to time with a view toward
reducing the likelihood the Company could be classified as an
investment company.
The Company intends to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.
Employees
The Companys only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company. (See Management).
The Companys only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company. (See Management).
ITEM 3. DESCRIPTION OF PROPERTY.
The Company at present has no interest in any real property. The
Company neither owns nor leases any real property. Office
services
are provided without charge by a director. Such costs are
immaterial to the financial statements, and accordingly, have not
been reflected therein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company,
as
of April 29, 1999, to be a beneficial owner of five percent (5%)
or
more of the Companys common stock, by the Companys directors
individually, and by all of the Companys directors and executive
officers as a group. Except as noted, each person has sole voting
and investment power with respect to the shares shown. (Note: the
only such beneficial holder is also a member of management.
Therefore, only one table is included.)
Title of
Class
Name/Address
of Owner
Shares
Beneficially
Owned
Percentage
Ownership
Common
Vincent Van Den Brink
3158 Redhill Ave., Ste. 240
Costa Mesa, CA 92626
1,000,000
100%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the
next annual meeting of the stockholders, or until their
successors
have been elected. The officers serve at the pleasure of the
Board
of Directors.
There are no agreements for any officer or director to resign at
the
request of any other person, and none of the officers or
directors
named below are acting on behalf of, or at the direction of, any
other person.
The Companys officers and directors will devote their time to
the
business on an as-needed basis, which is expected to require 5-
10
hours per month.
Information as to the directors and executive officers of the
Company is as follows:
Name/Address
Age
Position
Vincent Van Den Brink
3158 Redhill Ave., Ste. 240
Costa Mesa, CA 92626
President/Secretary/Director
Vincent Van Den Brink; President, Secretary, Director
Mr. Vincent Van Den Brink has been President, Secretary and
Director
of the Issuer since April 29, 1999. Since October 1997 to
present,
he has been a Financial Consultant with Airway Capital, Costa
Mesa,
California, providing asset based lending, factoring, equipment
leasing, and export financing for various businesses. From June
1985 until May 1997, he was a Business Consultant writing
business
plans and business development plans for companies across the
country. Since 1978 to present, in addition to working for the
above companies, he has been operating an export business
providing
export consulting, export products and sourcing products for
international for international clients. He holds degrees in
automotive engineering, business administration, and small
business
management. He is fluent in English, Dutch, German and
Afrikaans.
Blank Check Experience
None of the above officers and directors has had any previous
blank
check experience.
There is no family relationship between any of the officers and
directors of the Company. The Companys Board of Directors has
not
established any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business
activities, management anticipates it will devote only a minor
amount of time to the Companys affairs. The officers and
directors
of the Company may in the future become shareholders, officers or
directors of other companies which may be formed for the purpose
of
engaging in business activities similar to those conducted by the
Company. The Company does not currently have a right of first
refusal pertaining to opportunities that come to managements
attention insofar as such opportunities may relate to the
Companys
proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Companys plan of operation
which
come to their attention, either in the performance of their
duties
or in any other manner, will be considered opportunities of, and
be
made available to the Company and the companies that they are
affiliated with on an equal basis. A breach of this requirement
will
be a breach of the fiduciary duties of the officer or director.
Subject to the next paragraph, if a situation arises in which
more
than one company desires to merge with or acquire that target
company and the principals of the proposed target company have no
preference as to which company will merge or acquire such target
company, the company of which the President first became an
officer
and director will be entitled to proceed with the transaction.
Except as set forth above, the Company has not adopted any other
conflict of interest policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will
not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment
interests in a number of entities, the Company could be subject
to
regulation under the Investment Company Act of 1940. In such
event,
the Company would be required to register as an investment
company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination
from the Securities and Exchange Commission as to the status of
the
Company under the Investment Company Act of 1940 and,
consequently,
any violation of such Act would subject the Company to material
adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Companys officers and/or directors receive any
compensation for their respective services rendered to the
Company,
nor have they received such compensation in the past. They both
have
agreed to act without compensation until authorized by the Board
of
Directors, which is not expected to occur until the Registrant
has
generated revenues from operations after consummating a merger or
acquisition. As of the date of this registration statement, the
Company has no funds available to pay directors. Further, none of
the directors are accruing any compensation pursuant to any
agreement with the Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may
desire to employ or retain one or more members of the Companys
management for the purposes of providing services to the
surviving
entity, or otherwise provide other compensation to such persons.
However, the Company has adopted a policy whereby the offer of
any
post-transaction remuneration to members of management will not
be a
consideration in the Companys decision to undertake any proposed
transaction. Each member of management has agreed to disclose to
the
Companys Board of Directors any discussions concerning possible
compensation to be paid to them by any entity which proposes to
undertake a transaction with the Company and further, to abstain
from voting on such transaction. Therefore, as a practical
matter,
if each member of the Companys Board of Directors is offered
compensation in any form from any prospective merger or
acquisition
candidate, the proposed transaction will not be approved by the
Companys Board of Directors as a result of the inability of the
Board to affirmatively approve such a transaction.
It is possible that persons associated with management may refer
a
prospective merger or acquisition candidate to the Company. In
the
event the Company consummates a transaction with any entity
referred
by associates of management, it is possible that such an
associate
will be compensated for their referral in the form of a finders
fee. It is anticipated that this fee will be either in the form
of
restricted common stock issued by the Company as part of the
terms
of the proposed transaction, or will be in the form of cash
consideration. However, if such compensation is in the form of
cash,
such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available.
The
amount of such finders fee cannot be determined as of the date
of
this registration statement, but is expected to be comparable to
consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either
directly or indirectly, as a result of their respective efforts
to
implement the Companys business plan outlined herein. Persons
associated with management is meant to refer to persons with
whom
management may have had other business dealings, but who are not
affiliated with or relatives of management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with
any entity in which any of the Companys Officers, Directors,
principal shareholders or their affiliates or associates serve as
officer or director or hold any ownership interest. Management is
not aware of any circumstances under which this policy may be
changed through their own initiative.
The proposed business activities described herein classify the
Company as a blank check company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of
blank check companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Companys securities until such time as
the
Company has successfully implemented its business plan described
herein.
There are no relationships or transaction to be reported.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings
and, to the best of its knowledge, no such action by or against
the
Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Companys common stock is not quoted on the over-the-counter
market in the United States. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective
market
maker concerning the participation of such market maker in the
after-market for the Companys securities and management does not
intend to initiate any such discussions until such time as the
Company has consummated a merger or acquisition. There is no
assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
After a merger or acquisition has been completed, one or both of
the
Companys officers and directors will most likely be the persons
to
contact prospective market makers. It is also possible that
persons
associated with the entity that merges with or is acquired by the
Company will contact prospective market makers. The Company does
not
intend to use consultants to contact market makers.
Market Price
The Registrants Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a penny
stock, for purposes relevant to the Company, as any equity
security
that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: (i) that a broker or dealer approve a
persons account for transactions in penny stocks; and (ii) the
broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a persons
account
for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable
determination
that the transactions in penny stocks are suitable for that
person
and that person has sufficient knowledge and experience in
financial
matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to
any
transaction in a penny stock, a disclosure schedule prepared by
the
Commission relating to the penny stock market, which, in
highlight
form, (i) sets forth the basis on which the broker or dealer made
the suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the
transaction. Disclosure also has to be made about the risks of
investing in penny stocks in both public offerings and in
secondary
trading, and about commissions payable to both the broker-dealer
and
the registered representative, current quotations for the
securities
and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements
have
to be sent disclosing recent price information for the penny
stock
held in the account and information on the limited market in
penny
stocks.
The National Association of Securities Dealers, Inc. (the
NASD),
which administers NASDAQ, has recently made changes in the
criteria
for initial listing on the NASDAQ Small Cap market and for
continued
listing. For initial listing, a company must have net tangible
assets of $4 million, market capitalization of $50 million or net
income of $750,000 in the most recently completed fiscal year or
in
two of the last three fiscal years. For initial listing, the
common
stock must also have a minimum bid price of $4 per share. In
order
to continue to be included on NASDAQ, a company must maintain
$2,000,000 in net tangible assets and a $1,000,000 market value
of
its publicly-traded securities. In addition, continued inclusion
requires two market-makers and a minimum bid price of $1.00 per
share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Companys securities to be traded without the aforesaid
limitations.
However, there can be no assurances that, upon a successful
merger
or acquisition, the Company will qualify its securities for
listing
on NASDAQ or some other national exchange, or be able to maintain
the maintenance criteria necessary to insure continued listing.
The
failure of the Company to qualify its securities or to meet the
relevant maintenance criteria after such qualification in the
future
may result in the discontinuance of the inclusion of the
Companys
securities on a national exchange. In such events, trading, if
any,
in the Companys securities may then continue in the non-NASDAQ
over-the-counter market. As a result, a shareholder may find it
more
difficult to dispose of, or to obtain accurate quotations as to
the
market value of, the Companys securities.
Holders
There is one shareholder of the Companys Common Stock. All
shares
were issued initially to the founder of the Company. All of the
issued and outstanding shares of the Companys Common Stock were
issued in accordance with the exemption from registration
afforded
by Section 4(2) of the Securities Act of 1933.
Dividends
The Registrant has not paid any dividends to date, and has no
plans
to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
There are no recent sales of unregistartd securities to be
reported.
With respect to the sales made, the Registrant relied on Section
4(2) of the Securities Act of 1933, as amended. No transfers of
stock have occurred since April 29, 1999. No advertising or
general
solicitation was employed in offering the shares. The securities
were offered for investment only and not for the purpose of
resale
or distribution, and the transfer thereof was appropriately
restricted.
Upon closing of a business combination, certain of the
shareholders
will be restricted from selling their shares. Of the 1,000,000
shares currently issued and outstanding, the shares held by
management, totaling 1,000,000 shares, are restricted and may be
sold in accordance with Rule 144. In general, under Rule 144, a
person (or persons whose shares are aggregated) who has satisfied
a
one year holding period, under certain circumstances, may sell
within any three-month period a number of shares which does not
exceed the greater of one percent of the then outstanding Common
Stock or the average weekly trading volume during the four
calendar
weeks prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation
by
a person who has satisfied a two-year holding period and who is
not,
and has not been for the preceding three months, an affiliate of
the
Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Companys Articles of Incorporation authorized the issuance
of
Sixty Million (60,000,000) shares, consisting of 50,000,000
(fifty
million) shares of Common Stock, $0.001 par value and Ten Million
(10,000,000) Preferred Stock, $0.001, of which 1,000,000 Common
Shares were issued and are now outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative
voting rights. Holders of common shares are entitled to one vote
for
each share on all matters to be voted on by the stockholders. The
shares are fully paid, non-assessable, without pre-emptive
rights,
and do not carry cumulative voting rights. Holders of common
shares
are entitled to share ratably in dividends, if any, as may be
declared by the Company from time-to-time, from funds legally
available. In the event of a liquidation, dissolution, or winding
up
of the Company, the holders of shares of common stock are
entitled
to share on a pro-rata basis all assets remaining after payment
in
full of all liabilities.
Management is not aware of any circumstances in which additional
shares of any class or series of the Companys stock would be
issued
to management or promoters, or affiliates or associates of
either.
Preferred Stock
The Companys Articles of Incorporation authorizes the issuance
of
10,000,000 shares of preferred stock, $0.001 par value per share,
none of which have been issued. The Company currently has no
plans
to issue any preferred stock. The Companys Board of Directors
has
the authority, without action by the shareholders, to issue all
or
any portion of the authorized but unissued preferred stock in one
or
more series and to determine the voting rights, preferences as to
dividends and liquidation, conversion rights, and other rights of
such series. The preferred stock, if and when issued, may carry
rights superior to those of common stock; however no preferred
stock
may be issued with rights equal or senior to the preferred stock
without the consent of a majority of the holders of then-
outstanding
preferred stock.
The Company considers it desirable to have preferred stock
available
to provide increased flexibility in structuring possible future
acquisitions and financings, and in meeting corporate needs which
may arise. If opportunities arise that would make the issuance of
preferred stock desirable, either through public offering or
private
placements, the provisions for preferred stock in the Companys
Certificate of Incorporation would avoid the possible delay and
expense of a shareholders meeting, except as may be required by
law
or regulatory authorities. Issuance of the preferred stock could
result, however, in a series of securities outstanding that will
have certain preferences with respect to dividends and
liquidation
over the common stock which would result in dilution of the
income
per share and net book value of the common stock. Issuance of
additional common stock pursuant to any conversion right which
may
be attached to the terms of any series of preferred stock may
also
result in dilution of the net income per share and the net book
value of the common stock. The specific terms of any series of
preferred stock will depend primarily on market conditions, terms
of
a proposed acquisition or financing, and other factor existing at
the time of issuance. Therefore it is not possible at this time
to
determine in what respect a particular series of preferred stock
will be superior to the Companys common stock or any other
series
of preferred stock which the Company may issue. The Board of
Directors does not have any specific plan for the issuance of
preferred stock at the present time, and does not intend to issue
any preferred stock at any time except on terms which it deems to
be
in the best interest of the Company and its shareholders.
The issuance of preferred stock could have the effect of making
it
more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. Further, certain
provisions
of Nevada law could delay or make more difficult a merger, tender
offer, or proxy contest involving the Company. While such
provisions
are intended to enable the Board of Directors to maximize
shareholder value, they may have the effect of discouraging
takeovers which could be in the best interests of certain
shareholders. There is no assurance that such provisions will not
have an adverse effect on the market value of the Companys stock
in
the future.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders
for errors in judgment or other acts or omissions not amounting
to
intentional misconduct, fraud, or a knowing violation of the law,
since provisions have been made in the Articles of incorporation
and
By-laws limiting such liability. The Articles of Incorporation
and
By-laws also provide for indemnification of the officers and
directors of the Company in most cases for any liability suffered
by
them or arising from their activities as officers and directors
of
the Company if they were not engaged in intentional misconduct,
fraud, or a knowing violation of the law. Therefore, purchasers
of
these securities may have a more limited right of action than
they
would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are
required to exercise good faith and integrity in handling the
Companys affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be
able to bring a class action or derivative suit to enforce their
rights, including rights under certain federal and state
securities
laws and regulations. Shareholders who have suffered losses in
connection with the purchase or sale of their interest in the
Company in connection with such sale or purchase, including the
misapplication by any such officer or director of the proceeds
from
the sale of these securities, may be able to recover such losses
from the Company.
Insofar as indemnification for liabilities arising under the
federal
securities laws may be permitted to directors and controlling
persons of the Company, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the law
and
is, therefor, unenforceable. In the event a demand for
indemnification is made, the Company will, unless in the opinion
of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether
such indemnification by it is against public policy as expressed
in
the law and will be governed by the final adjudication of such
issue.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item
13 follow the index of financial statements appearing at Item 15
of
this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and
Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS.
Report of Independent Auditors, Kurt D. Saliger, dated May 1,
1999.
Balance Sheet as of April 30, 1999.
Statement of Operation for the period ended April 30, 1999.
Statement of Stockholders Equity.
Statement of Cash Flows for the period ended April 30, 1999
Notes to Financial Statements
EXHIBITS
3.1. Articles of Incorporation
3.2. By-Laws
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
THEINTERNETCORP.NET, INC.
By: /S/ Vincent van den
Brink
Vincent van den Brink,
President
THEINTERNETCORP.NET, INC.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT
FINANCIAL STATEMENTS
BALANCE SHEET
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS EQUITY
STATEMENT OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS 6-7
KURT D. SALIGER
Certified Public Accountant
INDEPENDENT AUDITORS REPORT
Board of DirectorsTheInternetCorp.net, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of
TheInternetCorp.net, Inc. (a development stage company), as of
April
30, 1999; and the related statements of operations, stockholders
equity and cash flows for the period from April 29, 1999 (date of
inception) to April 30, 1999. These financial statements are the
responsibility of the Companys 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
TheInternetCorp.net, Inc. (a development stage company) at April
30,
1999 and the results of its operations and its cash flows for the
period from April 29, 1999 (date of inception) to April 30, 1999
in
conformity with generally accepted accounting principles.
Kurt D. Saliger C.P.A.
May 03, 1999
BALANCE SHEET
April 30,
1998
ASSETS
CURRENT ASSETS:
Cash
$0
Stock Subscription Receivable
$765
TOTAL CURRENT ASSETS
$765
ORGANIZATIONAL COSTS, NET
$235
TOTAL ASSETS
$1,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable
$0
TOTAL CURRENT LIABILITIES
$0
LONG-TERM DEBT
$0
STOCKHOLDERS EQUITY:
Common Stock, $.001 par value authorized
50,000,000 shares issued and outstanding
at April 30, 1999, 1,000,000 shares
$1,000
Additional paid in Capital
0
Deficit Accumulated During Development
Stage
$0
TOTAL STOCKHOLDERS EQUITY
$1,000
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
$1,000
See accompanying notes to financial statements & audit report
THEINTERNETCORP.NET, INC.
(A Development Stage Company)
April 29, 1999 (Inception) to April 30, 1999
STATEMENT OF OPERATIONS
INCOME:
Revenue
$0
TOTAL INCOME
$0
EXPENSES:
General, Selling and
Administrative
$0
Total Expenses
$0
Net Profit/Loss(-) From
Operations
$0
Interest Income
$0
INCOME (LOSS) BEFORE
INCOME TAXES
$0
Provision for income tax
$0
NET INCOME (LOSS)
$0
NET INCOME (LOSS)
PER SHARE-BASIC AND
DILUTED
$0.0000
AVERAGE NUMBER OF SHARES
OF COMMON STOCK
OUTSTANDING
1,000,000
See accompanying notes to financial statements & audit report
THEINTERNETCORP.NET, INC.
(A Development Stage Company)
April 30, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
Common
Shares
Stock
Amount
Additional paid-in
capital
(Deficit)
Accumulated
During
Development
Stage
Issued for
cash and organizational
costs
April 29, 1999
1,000,000
$1,000
$0
Net Income April 29,
1999(Inception) to April 30,
1999
$0
Balance April 30, 1999
1,000,000
$1,000
$0
$0
See accompanying notes to financial statements & audit report
THEINTERNETCOPR.NET, INC.
(A Development Stage Company)
April 29, 1999 (Inception) to April 30, 1999
STATEMENT OF CASH FLOWS
Cash Flows from Operating
Activities:
Net Income
$0
(Increase) in stock subscription
receivable
($765)
Net Cash (Used) In Operating
Activities
($765)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational
costs
$0
($765)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of Common Stock for
cash
$765
Net Increase in Cash
$0
Cash, April 29, 1999
$0
Cash, April 30, 1999
$0
See accompanying notes to financial statements & audit report
THEINTERNETCORP.NET, INC.
(A Development Stage Company)
April 29, 1999 (inception) to April 30, 1999
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on April 29, 1999 under the laws of
the
State of Nevada. The company was organized to engage in any
lawful
activity. The Company currently has no operations and, in
accordance with SFAS #7, is considered a development stage
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally
accepted accounting principles requires management to make
estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results
could differ from those estimates.
Organizational Costs
Organizational costs are stated at cost. Amortization is
recorded
using the straight-line method over a sixty (60) month period.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109, (SFAS #109), Accounting for Income Taxes. A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense
(benefit) results from the net change during the year of deferred
tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128, (SFAS #128), Earnings
Per
Share. Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of
common shares outstanding during the period. Diluted loss per
share
reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As
of
April 30, 1999, the Company had no dilative common stock
equivalents
such as stock options.
NOTE 3- INCOME TAXES
There is no provision for income taxes for the period ended
April 29, 1999 (inception) to April 30, 1999 due to the zero
net income and no Nevada state Income tax in the state of the
Companys domicile
NOTE 4- SHAREHOLDERS EQUITY
Common Stock
The authorized common stock of TheInternetCorp.net, Inc.
consists of 50,000,000 shares with a par value of $.001 per
share.
Preferred Stock
The authorized Preferred Stock of The InternetCorp.net, Inc.
consists of 10,000,000 shares with a par value of $0.001 per
share.
Articles Of Incorporation
Of
THEINTERNETCORP.NET, INC.
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090
inclusive as amended and state and certify that the articles of
incorporation are as follows:
First: Name
The name of the corporation is THEINTERNETCORP.NET, INC.,
(The Corporation).
Second: Registered Office and Agent
The address of the registered office of the corporation in the
State Of Nevada is 3360 West Sahara Ave., Suite 200, in the city
of Las Vegas, County of Nevada 89102. The name and address of
the corporations registered agent in the State of Nevada is
Shawn F. Hackman, Esq.,3360 West Sahara Ave., Suite 200, Las
Vegas, NV 89102, at said address, until such time as another
agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise
such rights, privileges, and powers, when
not inconsistent with the purposes and
object for which this corporation is
organized;
(b) The Corporation shall have power to have
succession by its corporate name in
perpetuity, or until dissolved and its
affairs wound up according to law;
(c) The Corporation shall have power to sue and
be sued in any court of law or equity;
(d) The Corporation shall have power to make
contracts;
(e) The Corporation shall have power to hold,
purchase and convey real and personal estate
and to mortgage or lease any such real and
personal estate with its franchises. The
power to hold real and personal estate shall
include the power to take the same by devise
or bequest in the State of Nevada, or in any
other state, territory or country;
(f) The corporation shall have power to appoint
such officers and agents as the affairs of
the Corporation shall requite and allow them
suitable compensation;
(g) The Corporation shall have power to make
bylaws not inconsistent with the
constitution or laws of the United States,
or of the State of Nevada, for the
management, regulation and government of its
affairs and property, the transfer of its
stock, the transaction of its business and
the calling and holding of meetings of
stockholders;
(h) The Corporation shall have the power to wind
up and dissolve itself, or be wound up or
dissolved;
(i) The Corporation shall have the power to
adopt and use a common seal or stamp, or to
not use such seal or stamp and if one is
used, to alter the same. The use of a seal
or stamp by the corporation on any corporate
documents is not necessary. The Corporation
may use a seal or stamp, if it desires, but
such use or non-use shall not in any way
affect the legality of the document;
(j) The Corporation Shall have the power to
borrow money and contract debts when
necessary for the transaction of its
business, or for the exercise of its
corporate rights, privileges or franchises,
or for any other lawful purpose of its
incorporation; to issue bonds, promissory
notes, bills of exchange, debentures and
other obligations and evidence of
indebtedness, payable at a specified time or
times, or payable upon the happening of a
specified event or events, whether secured
by mortgage, pledge or otherwise, or
unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have the power to
guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise
dispose of the shares of the capital stock
of, or any bonds, securities or evidence in
indebtedness created by any other
corporation or corporations in the State of
Nevada, or any other state or government
and, while the owner of such stock, bonds,
securities or evidence of indebtedness, to
exercise all the rights, powers and
privileges of ownership, including the right
to vote, if any;
(l) The Corporation shall have the power to
purchase, hold, sell and transfer shares of
its own capital stock and use therefor its
capital, capital surplus, surplus or other
property or fund;
(m) The Corporation shall have to conduct
business, have one or more offices and hold,
purchase, mortgage and convey real and
personal property in the State of Nevada and
in any of the several states, territories,
possessions and dependencies of the United
States, the District of Columbia and in any
foreign country;
(n) The Corporation shall have the power to do
all and everything necessary and proper for
the accomplishment of the objects enumerated
in its articles of incorporation, or any
amendments thereof, or necessary or
incidental to the protection and benefit of
the Corporation and, in general, to carry on
any lawful business necessary or incidental
to the attainment of the purposes of the
Corporation, whether or not such business is
similar in nature to the purposes set forth
in the articles of incorporation of the
Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make
donations for the public welfare or for
charitable, scientific or educational
purposes;
(p) The Corporation shall have the power to
enter partnerships, general or limited, or
joint ventures, in connection with any
lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have
authority to issue Fifty Million (50,000,000) shares of Common
Stock, par value of $0.001 per share (The Common Stock) and
Ten Million ($10,000,000) shares of Preferred Stock, par value
of $0.001 per share of Preferred Stock (the Preferred
Stock).
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation
holding common stock shall have any preemptive or
other right to subscribe for any additional un-issued
or treasury shares of stock or for other securities
of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of
any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized
by the Corporation;
(b) Voting Rights and Powers. With respect to all matters
upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the
holders of the outstanding shares of the Common Stock
shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of
holders of Preferred Stock, holders of
Common Stock shall be entitled to receive
such cash dividends as may be declared
thereon by the Board of Directors from
time to time out of assets of funds of
the Corporation legally available
therefor;
(ii) Other Dividends and Distributions. The
Board of Directors may issue shares of
the Common Stock in the form of a
distribution or distributions pursuant to
a stock dividend or split-up of the
shares of the Common Stock;
(iii) Other Rights. Except as otherwise
required by the Nevada Revised Statutes
and as may otherwise be provided in these
Articles of Incorporation, each share of
the Common Stock shall have identical
powers, preferences and rights, including
rights in liquidation;
3. Preferred Stock The powers, preferences, rights,
qualifications, limitations and restrictions pertaining to the
Preferred Stock, or any series thereof, shall be such as may
be fixed, from time to time, by the Board of Directors in its
sole discretion, authority to do so being hereby expressly
vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The
Board of Directors of the Corporation may from time to time
authorize by resolution the issuance of any or all shares of
the Common Stock and the Preferred Stock herein authorized in
accordance with the terms and conditions set forth in these
Articles of Incorporation for such purposes, in such amounts,
to such persons, corporations, or entities, for such
consideration and in the case of the Preferred Stock, in one
or more series, all as the Board of Directors in its
discretion may determine and without any vote or other action
by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible
into Common or Preferred stock (collectively securities.)
The securities must be issued for such consideration,
including cash, property, or services, as the Board or
Directors may deem appropriate, subject to the requirement
that the value of such consideration be no less than the par
value if the shares issued. Any shares issued for which the
consideration so fixed has been paid or delivered shall be
fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment
thereon, provided that the actual value of such consideration
is not less that the par value of the shares so issued. The
Board of Directors may issue shares of the Common Stock in the
form of a distribution or distributions pursuant to a stock
divided or split-up of the shares of the Common Stock only to
the then holders of the outstanding shares of the Common
Stock.
5. Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought
to a vote of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers
conferred by statute and subject to Article Sixth hereof, the
Board of Directors is expressly authorized to adopt, repeal,
rescind, alter or amend in any respect the Bylaws of the
Corporation (the Bylaws).
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also
be adopted, repealed, rescinded, altered or amended in any
respect by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than fifty-one
percent (51%) of the voting power of all outstanding shares of
voting stock, regardless of class and voting together as a single
voting class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be
managed by and under the direction of the Board of Directors.
Except as may otherwise be provided pursuant to Section 4 or
Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
the exact number of directors of the Corporation shall be
determined from time to time by a bylaw or amendment thereto,
providing that the number of directors shall not be reduced to
less than one (1). The directors holding office at the time of
the filing of these Articles of Incorporation shall continue as
directors until the next annual meeting and/or until their
successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date of the third
Annual Meeting of Stockholders of the Corporation (the Annual
Meeting) following the Annual Meeting at which such director was
elected. All directors, shall have equal standing.
Not withstanding the foregoing provisions of this Article
Eighth each director shall serve until his successor is elected
and qualified or until his death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Forth hereof in connection with
rights to elect such additional directors under specified
circumstances, which may be granted to the holders of any class
or series of Preferred Stock, shall not be included in any
class, but shall serve for such term or terms and pursuant to
such other provisions as are specified in the resolution of the
Board or Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4
of Article Forth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
newly created directorships resulting from any increase in the
number of directors, or any vacancies on the Board of Directors
resulting from death, resignation, removal, or other causes,
shall be filled solely by the quorum of the Board of Directors.
Any director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of directors
in which the new directorship was created or the vacancy occurred
and until such directors successor shall have been elected and
qualified or until such directors death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4
or Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock,
any director may be removed from office only for cause and only
by the affirmative vote of the holders of not less than fifty-one
percent (51%) of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of
such director, provided, however, that where such removal is
approved by a majority of the Directors, the affirmative vote of
a majority of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of
such director shall be required for approval of such removal.
Failure of an incumbent director to be nominated to serve an
additional term of office shall not be deemed a removal from
office requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at a duly
called Annual Meeting or at a special meeting of stockholders of
the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by a majority
of the Board of Directors by the Chairman of the Board or the
President, or by Shareholders holding at least ten percent (10%)
of the issued and outstanding stock of the corporation. Special
meeting may not be called by any other person or persons. Each
special meeting shall be held at such date and time as is
requested by the person or persons calling the meeting, within
the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held
within or without the State of Nevada, as the Bylaws may provide.
The books of the Corporation may be kelp (subject to any
provision of the Nevada Revised Statutes) outside the State of
Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and the stockholders shall not be personally liable for the
payment of the corporations debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporations stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in
these Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal
liability to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or
officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit the
liability of a director (i) for any breach of the directors duty
of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. 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 a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Directors and
Incorporators.
The name and address of the incorporators of the
Corporation and the first Directors of the Board of Directors of
the Corporation which shall be one (1) in number is as follows:
DIRECTOR #1
Shawn F. Hackman, Esq.
3360 West Sahara Ave
Suite 200
Las Vegas, NV 89102
I, Shawn F. Hackman, Esq., being the first director and
Incorporator herein before named, for the purpose of forming a
corporation pursuant to the Nevada Revised Statutes of the State
of Nevada, do make these Articles, hereby declaring and
certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this
27th day of April, 1999.
By:/s/Shawn F. Hackman, Esq.
Shawn F. Hackman, Esq.
VERIFICATION
State Of Nevada )
)ss.
County Of Clark )
On this 27th day of April, 1999, before me, the
undersigned,
a Notary Public in and for said State, personally appeared Shawn
F. Hackman, Esq. personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person who subscribed
his name to the Articles of Incorporation and acknowledged to me
that he executed the same freely and voluntarily and for the use
and purposes therein mentioned.
By: /s/Catherine S. Ratelle
Notary Public in and for said
County and State
Certificate Of Resident Agent
TheInternetCorp.net, Inc.
The undersigned, Shawn F. Hackman, Esq., 3360 West Sahara
Avenue, Suite 200, Las Vegas, Nevada 89102, hereby accepts
appointment as the resident agent for TheInternetCorp..net, Inc.,
a Nevada corporation.
Dated on the 27th day of April, 1999.
By:/s/Shawn F.
Hackman,
Esq.
Shawn F.
Hackman,
Esq.
STATE OF NEVADA )
) ss
COUNTY OF NEVADA )
On this 27th day of April, 1999, personally appeared
before me, a Notary Public in and for the county of Clark, State
of Nevada: Shawn F. Hackman, Esq., known to me to be the person
described in and who executed the foregoing instrument, who
acknowledged to me that they executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
/s/ Catherine S. Ratelle
Notary Public in and for said
County and State
BYLAWS
OF
THEINTERNETCORP.NET, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the Sate of Nevada
shall be located in Las Vegas, County of Clark, the Corporation may
have such other offices, either within or without the State of Nevada,
as the Board of Directors my designate or as the business of the
Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of December in
each year, beginning with the transaction of such other business as my
come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the Sate of Nevada, such meeting shall be held on
the next succeeding business day. If the election of Directors shall
be held on the day designated herein for any annual meeting of the
shareholders or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise prescribed
by statute, may be called by the President or by the Board of
Directors, and shall be called by the President at the request of the
holders of not less than ten percent (10%) of all the outstanding
shares of the Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors my
designate any place, either within our without the State of Nevada,
unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any
place, either within our without the State of Nevada, unless otherwise
prescribed by statute, as the place for the holding of such meeting.
If no designation is made, the place of meeting shall be the principal
office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating the place,
day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall unless
otherwise prescribed by statute, be delivered not less than ten (10)
nor more than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage
thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record. For
the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose,
the Board of Directors of the Corporation may provide that the stock
transfer books shall be closed for a stated period, but not to exceed
in any case fifty (50) days. If the stock transfer books shall be
closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such books shall be closed
for at least fifteen (15) days immediately preceding such meeting. In
lieu of closing the stock transfer books, the board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than thirty (30)
days and, in case of a meeting of shareholders, not less than ten (10)
days, prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer
books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been
made as provided in this section, such determination shall apply to any
adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make a
complete list of shareholders entitled to vote at each meeting of
shareholders or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each.
Such lists shall be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time
to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally noticed.
The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his or duly authorized attorney-in-fact. Such proxy
shall be filed with the secretary of the Corporation before or at the
time of the meeting. A meeting of the Board of Directors my be had by
means of telephone conference or similar communications equipment by
which all persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall constitute
presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may prescribe
or, in the absence of such provision, as the Board of Directors of such
corporation may determine.
Shares held by an administrator, executor, guardian or
conservator my be voted by him either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer
of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name, if
authority to do so be contained in an appropriate order of the court by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.
Shares of its own stock belonging to the Corporation shall not be
voted directly or indirectly, at any meeting, and shall not be counted
in determining the total number of outstanding shares at any given
time.
SECTION 11. Informal Action by Shareholders. Unless otherwise
provided by law, any action required to be taken at a meeting of the
shareholders, or any other action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter
thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall be fixed by the Board of Directors,
but in no event shall be less than one ( 1 ). Each Director shall hold
office until the next annual meeting of shareholder and until his
successor shall have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual meeting of
shareholders. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without
notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any
two directors. The person or persons authorized to call special
meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be given
at least one (1) day previous thereto by written notice delivered
personally or mailed to each director at his business address, or by
telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United Sates mail so addressed, with postage thereon
prepaid. If notice be given by telegram, such notice shall be deemed
to be delivered when the telegram is delivered to the telegraph
company. Any directors may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors fixed
by Section 2 of the Article III shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but
if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be
the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so to be
taken, shall be signed before such action by all of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of
Directors, unless otherwise provided by law. A director elected to
fill a vacancy shall be elected for the unexpired term of his
predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the
Board of Directors for a term of office continuing only until the next
election of directors by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a
stated salary as a director or a fixed sum for attendance at each
meeting of the Board of Directors or both. No such payment shall
preclude any director from serving the Corporation in any other
capacity and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of Directors at
which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to
such action with the person acting as the Secretary of the meeting
before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after
the adjournment of the meeting. Such right to dissent shall not apply
to a director who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation shall be a
President, one or more vice Presidents, a Secretary and a Treasurer,
each of whom shall be elected by the Board of Directors. Such other
officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except
those of President and Secretary. Any two or more offices may be held
by the same person. Officers may be directors or shareholders of the
Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the board of Directors shall be elected
annually by the board of Directors at the first meeting of the Board of
Directors held after each annual meeting of the shareholders. If the
election of officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be. Each officer
shall hold office until his successor shall have been duly elected and
shall have qualified, or until his death, or until he shall resign or
shall have been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgement, the best interests of
the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an officer or agent shall not of
itself create contract rights, and such appointment shall be terminable
at will.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by
the Board of Directors for the unexpired portion of the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject to the
control of the Board of Directors, shall in general supervise and
control all of the business and affairs of the Corporation. He shall,
when present, preside at all meetings of the shareholders and of the
Board of Directors, unless there is a Chairman of the Board, in which
case the Chairman shall preside. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation, any
deed, mortgages, bonds, contract, or other instruments which the Board
of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board
of Directors or by there Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the
office of President and such other duties as may be prescribed by the
Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the president or
in the event of his death, inability or refusal to act, the Vice
President shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the
restrictions upon the President. The Vice President shall perform such
other duties as from time to time may be assigned to him by the
President or by the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties of the
President in order of rank as determined by the Board of Directors. If
no such rank has been determined, then each Vice President shall
succeed to the duties of the President in order of date of election,
the earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep the
minutes of the Board of Directors in one or more minute books provided
for the purpose; (b) see that all notices are duly given in accordance
with the provisions of the Bylaws or as required by law; (c) be
custodian of the corporate records and of the seal of the Corporation
and see that the seal of the Corporation is affixed to all documents,
the execution of which on behalf of the Corporation under its seal is
duly authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (f) have general charge of the
stock transfer books of the Corporation, and (g) in general perform all
duties incident to the office of the Secretary and such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have charge
and custody of and be responsible for all funds and securities of the
Corporation; (b) receive and give receipts for moneys due and payable
to the Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article VI of
these Bylaw; and (c) in general perform all of the duties incident to
the office of Treasurer and such other duties as from time to time may
be assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such sureties
as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no officer shall
be prevented from receiving such salary by reason of the fact that he
is also a director of the Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
(a) Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonable incurred by or imposed upon him in
connection with any proceeding to which he may become involved, by
reason of his being or having been a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he is a director, officer, employee
or agent at the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged guilty of
willful misfeasance or malfeasance in the performance of his duties;
provided that in the event of a settlement the indemnification herein
shall apply only when the Board of Directors approves such settlement
and reimbursement as being for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a
director, officer, employee, or agent of the Corporation or is or was
serving at the request of the Corporation as director, officer,
employee or agent of the corporation, partnership, joint venture, trust
or enterprise, the indemnity against expenses of suit, litigation or
other proceedings which is specifically permissible under applicable
law.
(c) The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of the Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
office or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its
name unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be signed by
such officer or officers, agent or agents of the Corporation and in
such manner as shall from time to time be determined by resolution of
the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be determined
by the Board of Directors. Such certificates shall be signed by the
President and by the Secretary or by such other officers authorized by
law and by the Board of Directors so to do, and sealed with the
corporate seal. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person
to whom the shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock transfer books
of the Corporation. All certificates surrendered to the Corporation
for transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The
person in whose name shares stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes,
Provided, however, that upon any action undertaken by the shareholder
to elect S Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation
status, said restriction on transfer shall be made a part of the Bylaws
so long as said agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December of each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner
and upon the terms and condition provided by law and its Articles of
Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of the
Corporation and the state of incorporation and the words, Corporate
Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required
to be given to any shareholder or director of the Corporation under the
provision of the Articles of Incorporation or under the provisions of
the applicable Business Corporation Act, a waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or special
meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 28th day of April, 1999.
Catherine S. Ratelle, Secretary
