U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS
ISSUERS UNDER
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
AMERISTAR NETWORK, INC.
(Name of Small Business Issuer in its charter)
Delaware 84-1370942
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(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification
No.)
321 North Mall Dr.
St. George, UT 84790
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 530-677-3233
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Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each
exchange on which
to be so
registered each class
is to be
registered
None N/A
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
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(Title of class)
Item 1. Description of Business
Business Development
Ameristar Network, Inc. (the "Company"), a Delaware Corporation,
was
incorporated on September 23, 1996. The Company is engaged in the
business of
developing its proprietary Internet system, AmeriTrac, for
processing, loan
approval, and loan delivery of mortgage loans. The Company's
mailing address
is 321 North Mall Drive, suite O-102, St. George, Utah 84790, and
the
telephone number of its principal executive office is (435)
656-3677 - (800)
810-7687.
In General
The Company will equip mortgage brokers with a encrypted password
protected
Internet site which will feature underwriters and lenders, and an
Internet
site for pre-qualifying potential home buyers, and the "point of
sale"
origination of mortgage loans. The Company is also in the
development of a
nationwide network of real estate sales associates. The Internet
system will
provide mortgage loan professionals and the real estate sales
associate with
the tools and training necessary to start the loan application
using the
propriety Internet system. The Company has recently signed a
Software
Licensing Purchase Agreement with Mortgage Internet Technologies
which will
provide the AmeriTrac System with the necessary technologies.
This System will enable mortgage brokers and real estate sales
associates to
prepare and submit loan applications for clients. The concept of
"point of
sale" loan origination has been promoted and supported by the
National
Association of Realtors for several years. The management of the
Company
believes that real estate sales associates continue to play a
critical role in
helping their clients obtain a home loan. New amendments to
Regulation X,
implementing the Real Estate Settlement Procedures Act of 1974
("RESPA"), by
the Department of Housing and Urban Development became effective
last year.
These new regulations allow for the payment for services rendered
in the
origination of a federally regulated mortgage loan.
The Services
In General
The residential mortgage industry accounts for annual
transactions of
approximately one trillion dollars in the United States. The
National
Association of Realtors reports that membership in the
residential mortgage
industry is approximately one million.
The mortgage lending industry is extremely competitive with a
significant
portion of the market share being controlled by relatively few
participants.
This dominance of large national mortgage companies is the reason
that there
is a need for smaller mortgage brokers to participate in the real
estate
transaction at the time of the actual sale. This is referred to
as the
"point of sale" real estate transaction. The technology allows
the real
estate sales associate to participate in the process without
extensive
mortgage training or experience.
The AmeriTrac process enables the real estate sales associate to
participate
in the point of sale application process and be compensated for
it. This is
accomplished by utilization of the Company's proprietary loan
origination
Internet system, mortgage loan sourcing, advertising, support
services, and
the nationwide network of mortgage brokers which the Company is
developing.
As a result, AmeriStar Mortgage Brokers will capture a growing
share of the
mortgage loan origination market.
The Company markets its proprietary Internet and Internet
software
technologies to the mortgage broker and real estate industries.
To accomplish
these goals, the Company intends further develop and implement
this system
that allows real estate professionals and others to
electronically evaluate
buyer data, to pre-qualify buyers for a mortgage loan, to input
and compile a
loan application and information packet and transmit that
application to a
mortgage broker for processing, and then to one of several
AmeriStar approved
lenders on the Internet system for approval; and to monitor the
progressing of
the loan.
The Company solicits mortgage brokers and loan officers who are
equipped with
the necessary electronic tools, computers, fax machines, modems,
telephone
systems, copiers, printers, software processing programs, and
qualified loan
specialists, processors and other staff management to meet the
demand of the
marketplace. The Company uses the Internet, it's Proprietary
Internet system,
E-Mail, and modem transmission to enable the transfer of
information from one
system to another. This enables the transmission of loan
applications, credit
reports, appraisals, mortgage insurance, title insurance, housing
insurance, and
all other real estate documentation.
Description of Technology
The AmeriTrac Wholesale Lender System
An intricate and very necessary part of the process of mortgage
loan delivery is
the lender interaction with the investor, known within the
mortgage lending
industry as the "wholesaler." Each day the wholesaler will fax
rate sheets to
the mortgage broker, which rate sheets are used to price loan
products. The
wholesaler competes with other wholesalers for the business of
the broker. The
broker commits to a loan product and rate by "locking" their
customer with a
specific wholesaler. This process will be done online within the
Wholesale
Lender Center (WLC) by the AmeriTrac system, which will save the
wholesaler time
and money. The WLC is an area that is built into the Business
Development Center
(BDC). By entering the BDC, the loan originator may choose the
"Wholesale
Network" button to access a list of participating wholesale
lending institutions,
their rate sheets, loan programs and lock sheets. The Company
operates an
Internet Web site at www.ameristarnetwork.com.
The Virtual Lender (tm)
To the mortgage professional, the Internet requires a certain
level of commitment
to Online technology, including site construction, education,
administrative,
process and a basic understanding of how they will need to react
to business
procured by the Internet. The Virtual Lender (tm), developed by
Mortgage
Internet Technologies, Inc., and exclusively licensed to the
Company for
wholesale mortgage lending within the territory of the United
States, Mexico
and
Canada, was designed to answer these concerns and has proven to
be a widely
accepted tool for the mortgage professional. The Virtual Lender
(tm) will take
the mortgage professional from no involvement in the Internet to
being completely
capable of online loan origination in less than 20 minutes,
process that usually
takes 30-60 days, and costs thousands of dollars. Wholesale
customers of the
Company may access the wholesale network center" in the business
development
center of Mortgage Internet Technologies, Inc.'s Internet Web
Site at
www.vlender.com. This license arrangement was superseded by the
Company's
acquisition of Mortgage Internet Technologies, Inc. on May 13,
1999. See "Item
2- Management's Discussion and Analysis and Plan of Operations -
Plan of
Operations.
Patents
The Company holds no patents for its service-related software.
However, the
Company's software is proprietary and is protected by United
States Copyright
law.
Raw Materials and Principal Suppliers and Vendors
There are no raw materials used in the Company's services, and no
vendors of
any components are required.
Competition
Today there are several mortgage Internet development sites, but
none of the
companies offer Online Mortgage Services affordable and realistic
to rapidly
and efficiently integrate into an existing marketing and business
plan, that
improves the bottom line. The concept of "point of sale" loan
origination has
been promoted and supported by the real estate industry for
several years. The
management of the Company believes that real estate associates
continue to
play a critical role in helping their clients obtain a home loan.
New
amendments to Regulation X, implementing the Real Estate
Settlement Procedures
Act of 1974 ("RESPA"), by the Department of Housing and Urban
Development
became effective last year. These new regulations allow for the
payment for
services rendered in the origination of a federally regulated
mortgage loan.
The real estate sales associate will play critical role on the
Virtual
LenderTM system. None of the competition integrates all of the
services into
one package.
There are numerous computer loan origination systems available on
the market
today. Most of the national franchised real estate operations
are considering
or have entering into relationships to provide in house lending.
Almost all
in-house lending operations involve an arrangement between the
mortgage broker
or mortgage banker and the real estate broker/owner. Real estate
sales
associates are typically not compensated. Company's concept of
including real
estate sales associates in the income stream will give the
Company an edge on
the competition.
Marketing
AmeriStar will market its AmeriTrac , online mortgage services,
loan
origination and sourcing system direct to mortgage brokers and to
real estate
brokers and their sales associates. The Company will also market
its services
through real estate and mortgage industry trade shows, direct
mail, print
media advertising, and through the Internet. The Company plans to
officially
unveil the AmeriTrac wholesale lender network to the national
lending
community at the Net 99 national Mortgage Conference to be held
in Chicago in
June, 1999.
Employees
The Company presently employs one employee, the President and
founder of the
Company.
Item 2. Management's Discussion and Analysis of Plan of
Operations
Plan of Operations
The Company is engaged in the business of providing an Internet
Wholesale
Lending Network, offering mortgage lending professionals the
capability to
originate real estate loans online, as well as to provide a
lender directory
and consumer resource for online lenders and a national retail
loan referral
network, which is currently under development. The Company has
financed its
operations to date through the sale of its securities. See Item
10 - "Recent
Sales of Unregistered Securities."
The Company's plan of operations over the next 12 months includes
the
unveiling of its AmeriTrac wholesale lender network to the
national lending
community at the Net 99 National Mortgage Conference to be held
in Chicago in
June, 1999.
The Company plans to complete its acquisition of 100% of the
issued and
outstanding stock of Access Business Capital/AmeriStar Mortgage,
a Delaware
Corporation, with whom it signed a letter of intent on March 17,
1999, in
exchange for 250,000 shares of company common stock. Access
Business Capital
is a nonbank mortgage loan originator with emphasis in the
commercial
financing area, both SBA guaranteed and conventional. It has
closed two
commercial loans this year, representing approximately $2.4
million in loaned
funds, and currently has 11 loans in review, which represent
approximately $25
million in loaned funds. Access Business Capital will operate as
a wholly
owned Company subsidiary.
The Company, on April 26, 1999, completed its acquisition of 100%
of the
issued and outstanding shares of CVS Technologies, Inc., for
5,500,000 shares
of company common stock. This acquisition provides the Company
with the
exclusive license of CVS "Y2K fix" for mortgage industry servers.
CVS has
developed a Server 98 compliant 4 digit real time clock, designed
exclusively
for servers. Compaq,Dell, IBM and all clone AT servers currently
use non-Y2K
compliant 2 digit RTC clocks. Company customers will be able to
download the
CVS "Real Time Clock Fix for Servers," from the Company web site
or E-mail,
which will enable the customer to solve potential Year 2000
issues.
On May 13, 1999, the Company completed its acquisition of 100% of
the issued
and outstanding shares of Mortgage Internet Technologies, Inc.,
(MIT) in
exchange for $460,000 in cash and 600,000 shares of company
common stock. The
Company will offer, through MIT, MIT's virtual lender system.
This system has
proven to be a widely accepted tool for the mortgage
professional. The Virtual
Lender (tm) will take the mortgage professional from no
involvement in the
Internet to being completely capable of online loan origination
in less than
20 minutes, process that usually takes 30-60 days, and costs
thousands of
dollars. Customers of the Company may now access all of the
features of
Mortgage Internet Technologies, Inc.'s Internet Web Site at
www.vlender.com.
The Company also plans to consummate its acquisition of all of
the assets and
49% of the issued and outstanding common stock of Government
Micro Resources,
Inc. (GMR). GMR is engaged in the business of providing
information
technolgies to the public and private sector, and a manufacturer
of
specialized main frame computers.
Patents
The Company holds no patents for its service-related software.
However, the
Company's software is proprietary and is protected by United
States copyright
law.
Forward Looking Statements
This registration statement contains forward-looking statements.
The
Company's expectation of results and other forward-looking
statements
contained in this registration statement involve a number of
risks and
uncertainties. Among the factors that could cause actual results
to differ
materially from those expected are the following: business
conditions and
general economic conditions; competitive factors, such as pricing
and
marketing efforts; and the pace and success of product research
and
development. These and other factors may cause expectations to
differ.
Year 2000 Compliance
With respect to Year 2000 compliance, the Company has performed
an audit of
all of its computer hardware, internal accounting and software
applications
and found all to be Year 2000 compliant or capable. As of this
date, the
Company has been given assurances from its banking institution
and transfer
agent that they are working toward compliance or are in
compliance. In the
beginning of the second quarter of 1999, the Company shall
conduct an audit of
its vendors and suppliers to identify relevant Year 2000 issues.
At this
time, the Company cannot give a reasonable estimate of the costs
associated
with Year 2000 compliance, due to an absence of data from its
vendors and
suppliers, nor can assurances be offered with respect to third
party
compliance. Upon assessment of the answers generated by the
Company's Year
2000 questionnaires, a more realistic picture of the scope and
impact of the
Year 2000 compliance challenges, if any, should allow sufficient
time for
appropriate remediation without significant effect on the
Company's business,
financial condition or results of operation.
The Company has recently acquired CVS Technologies, and had
previously
entered into an agreement with CVS to provide the Company with
the exclusive
license within the North American Mortgage Industry, of CVS "Y2K
fix" for
mortgage industry servers. CVS has developed a Server 98
compliant 4 digit
real time clock, designed exclusively for servers. Compaq,Dell,
IBM and all
clone AT servers currently use non-Y2K compliant 2 digit RTC
clocks. Company
customers will be able to download the CVS "Real Time Clock Fix
for Servers,"
from the Company web site or E-mail, which will enable the
customer to solve
potential Year 2000 issues. See Item 2 - Management's Discussion
and Analysis
and Plan of Operations.
Item 3. Description of Property
The Company leases professional offices from Mortgage Internet
Technologies,
Inc. on a month-to-month basis. The Company has the proprietary
rights to its
web site, www.ameristar.com, and an exclusive license for
utilization of the
Virtual Lender (tm) system for wholesale lending services to its
customers.
The Company has recently acquired Mortgage Internet Technologies,
Inc., the
owner of the virtual lender system. See Item 2 - Management's
Discussion and
Analysis and Plan of Operations.
Item 4. Securities Ownership of Certain Beneficial Owners and
Management
The following table sets forth certain information regarding the
beneficial
ownership of the shares of Common Stock of the Company as of the
end of the
fiscal year, 1998, by (I) each person who is known by the Company
to be the
beneficial owner of more than five percent (5%) of the issued and
outstanding
shares of common stock, (ii) each of the Company's directors and
executive
officers, and (iii) all directors and executive officers as a
group.
Name and Address Number of Shares
Percentage Owned
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O. Russell Crandall
Family Trust(1) 625,000 30.96%
Bryan Richmond(2) 200,000 9.9%
Shirman Milliner(2) 225,000 11.1%
Mary C. Milliner(2) 300,000 14.86%
Bill Means(2) 225,000 11.1%
David R. Werner(3)
Officers and Directors
as a Group 625,000 30.96%
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(1) O. Russell Crandall, Jr. is the President and Director of the
Company.
His current holdings are now 3,325,000 shares of common stock.
(2) These individuals are former officers and directors of the
Company, who
are no longer affiliated with the Company.
(3) David R. Werner is a director of the Company, and the
President and Chief
Executive Officer of Mortgage Internet Technologies, Inc. As of
December 31,
1998, he held no shares of Company common stock. He now holds
280,000 shares.
Item 5. Directors, Executive Officers, Promoters and Control
Persons
The Executive Officers of the Company, and their ages, are as
follows:
Name Age Position
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O. Russell Crandall 54 President, Director,
CFO
Secretary
David R. Werner 29 Director
O. Russell Crandall, Jr. Mr. Crandall is the founder of
AmeriStar Network,
Inc.,and current CEO and Director of the Company. From August of
1994 to June
of 1996, Mr. Crandall was the Executive Vice President and
Secretary/Treasurer
of CompuLoan Financial Services Group, a Salt Lake City mortgage
broker and
computer loan origination company, and was responsible for
development of the
software system and organization and management. He developed
participating
mortgage lender lists in excess of 65 lenders, and was
responsible for RESPA
compliance. During his tenure, he managed a staff of over 30
employees in
loan processing, loan origination and loan closing. From June of
1992 to May
of 1993, Mr. Crandall was a loan specialist with Commonwealth
United Mortgage,
Interwest Mortgage Services. From April of 1988 to June of 1992,
Mr. Crandall
provided sales and consulting services in the real estate
development and
sales industries. He attended Boise State College from 1964
through 1967 and
holds a Real Estate Certification with the State of Utah.
David R. Werner. Mr. Werner is a Director of the Company. Since
1996, he has
been the Chief Executive Officer of Mortgage Internet
Technologies, Inc., an
Internet services company specializing in automated turnkey
solutions for the
mortgage banker and broker. Mr. Werner has been a speaker for
various
mortgage symposiums on how technology is changing the mortgage
industry and
the role of the loan originator. Mortgage Internet Technolgoies,
Inc. Has
been featured in print publications including "Mortgage
Technology Magazine",
"1999 Guide to Mortgage Industry Resources on the Net," "Loan
Originator
Magazine," and "Broker Magazine." From 1995 through 1996, Mr.
Werner was a
loan officer for Home One Mortgage, specilizing in investment
properties.
From 1991 thorugh 1993, he served as real estate agent/broker for
Prime Realty
Group (REMAX).
Item 6. Executive Compensation
The following table sets forth the cash and non-cash compensation
paid by the
Company to its Chief Executive Officer and all other executive
officers for
services rendered during the fiscal year ended December 31, 1998.
No salaries
are being paid at the present time. The salaries of executive
officers for
the fiscal year ended 1998 are accruing and owed by the Company.
There were
no grants of options or SAR grants given to any executive
officers during the
last fiscal year.
Annual Compensation
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Name and Position Salary Bonus Annual Deferred
Salary
O.Russell Crandall, Jr. $30,000 -0- -0-
Item 7. Certain Relationships and Related Transactions
There have been no transactions since the beginning of fiscal
year 1998, or
any currently proposed transactions, or series of similar
transactions, to
which the Company was or is to be a party, in which the amount
involved
exceeds $60,000, and in which any of the officers, or directors,
or holders of
over 5% of the Company's stock have or will have any direct or
indirect
material interest. The Company does not currently have any
policy toward
entering into any future transactions with related parties.
Item 8. Legal Proceedings
There are no pending legal proceedings to which the Company is a
party or to
which the property interests of the Company are subject.
Item 9. Market Price of and Dividends on the Registrant's Common
Equity and
Other Shareholder Matters
The Company's Common Stock has been listed on the OTC Bulletin
Board under
the symbol "AMWK" since December, 1998. From inception of trading
through
December 31, 1998, the high and low last sale prices were $2.25
per share and
$.875 per share, respectively. The Company considers its Common
stock to be
thinly traded and that any reported bid or sale prices may not be
a true
market-based valuation of the Common Stock. As of December 31,
1998, there
were 84 record holders of the Company's Common Stock. The
Company has not
paid any cash dividends since its inception and does not
contemplate paying
dividends in the foreseeable future. It is anticipated that
earnings, if any,
will be retained for the operation of the Company's business.
The following table sets forth the range of high and low bid
information for
each full quarterly period of the last fiscal year:
Period Reported Average High Bid
Average Low
Bid
Quarter ended December 31, 1998 2
1
Item 10. Recent Sales of Unregistered Securities
Since its inception, the Company has sold unregistered securities
in a
Regulation D, Rule 504 exempt offering, which was commenced on
June 1, 1997.
The offering closed March 26, 1999, and resulted in the sale of
176,589
shares, gross offering proceeds of $88,713, and services valued
at $25,000.
Item 11. Description of Securities
Common Stock
The Company is authorized to issue 90,000,000 Shares, all of
which are Common
Stock at a par value of $.001. The presently outstanding shares
of Common
Stock are fully paid and non-assessable. There are currently
outstanding
2,018,886 Shares of Common Stock. Holders of shares of Common
Stock are
entitled to one vote per share on all matters submitted to a vote
of the
shareholders. Shares of Common Stock do not have cumulative
voting rights,
which means that the holders of the majority of the shareholder
votes eligible
to vote and voting for the election of the Board of Directors can
elect all
members of the Board of Directors.
Holders of shares of Common Stock are entitled to one vote per
share on all
matters to be voted upon by the stockholders generally. The
approval of
proposals submitted to stockholders at a meeting other than for
the election
of directors requires the favorable vote of a majority of the
shares voting,
except in the case of certain fundamental matters (such as
certain amendments
to the Certificate of Incorporation, and certain mergers and
reorganizations),
in which cases Nevada law and the Company's Bylaws require the
favorable vote
of at least a majority of all outstanding shares. Stockholders
are entitled
to receive such dividends as may be declared from time to time by
the Board of
Directors out of funds legally available therefor, and in the
event of
liquidation, dissolution or winding up of the Company to share
ratably in all
assets remaining after payment of liabilities. The holders of
shares of
Common Stock have no preemptive, conversion, subscription or
cumulative voting
rights.
Under current Delaware law, a shareholder is afforded dissenters'
rights which,
if properly exercised, may require the Company to purchase his or
her shares.
Dissenters' rights commonly arise in extraordinary transactions
such as mergers,
consolidations, reorganizations, substantial asset sales,
liquidating
distributions, and certain amendments to the Company's
certificate of
incorporation.
Item 12. Indemnification of Directors and Officers
Delaware Statutes
Section 145 of the Delaware General Corporation Law, as amended,
provides for
the indemnification of the Company's officers, directors,
employees and
agents
under certain circumstances as follows:
(a) A corporation may indemnify any person who was or
is a party or
is threatened to be made a party to any threatened, pending or
completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative(other than an action by or in the right of the
corporation) by
reason of the fact that he is or was a director, officer,
employee or agent
of the corporation, or is or was serving at the request of the
corporation as a
director, officer, employee or agent of another corporation,
partnership,
joint venture, trust or other enterprise, against expenses
(including
attorneys' fees), judgments, fines and amounts paid in settlement
actually
and reasonably incurred by him in connection with such action,
suit or
proceeding if he acted in good faith and in a manner he
reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with
respect to any criminal action or proceeding, had no reasonable
cause to
believe his conduct was unlawful. The termination of any action,
suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of
nolo contender or its equivalent, shall not, of itself, create a
presumption
that the person did not act in good faith and in a manner which
he reasonably
believed to be in or not opposed to the best interests of the
corporation, and,
with respect to any criminal action or proceeding, had reasonable
cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or
is a party or
is threatened to be made a party to any threatened, pending or
completed action
or suit by or in the right of the corporation to procure a
judgment in its
favor by reason of the fact that he is or was a director,
officer, employee or
agent of the corporation, or is or was serving at the request of
the
corporation as a director, officer, employee or agent of another
corporation,
partnership, joint venture, trust or other enterprise against
expenses
(including attorneys' fees)actually and reasonably incurred by
him in
connection with the defense or settlement of such action or suit
if he acted
in good faith and in a manner he reasonably believed to be in or
not opposed
to the best interests of the corporation and except that no
indemnification
shall be made in respect of any claim, issue or matter as to
which such person
shall have been adjudged to be liable to the corporation unless
and only to the
extent that the Court of Chancery or the court in which such
action or suit was
brought shall determine upon application that, despite the
adjudication of
liability but in view of all the circumstances of the case, such
person is
fairly and reasonably entitled to indemnity for such expenses
which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee
or agent of a
corporation has been successful on the merits or otherwise in
defense of any
action, suit or proceeding referred to in subsections (a) and (b)
of this
section, or in defense of any claim, issue or matter therein, he
shall be
indemnified against expenses (including attorneys' fees) actually
and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b)
of this
section(unless ordered by a court) shall be made by the
corporation only as
authorized in the specific case upon a determination that
indemnification of
the director, officer, employee or agent is proper in the
circumstances because
he has met the applicable standard of conduct set forth in
subsections (a) and
(b) of this section. Such determination shall be made (1) by a
majority vote
of the directors who are not parties to such action, suit or
proceeding, even
though less than a quorum, or (2) if there are no such directors,
or if such
directors so direct, by independent legal counsel in a written
opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by
an officer or
director in defending any civil, criminal, administrative or
investigative
action, suit or proceeding may be paid by the corporation in
advance of the
final disposition of such action, suit or proceeding upon receipt
of an
undertaking by or on behalf of such director or officer to repay
such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by
the corporation as authorized in this section. Such expenses
(including
attorneys' fees) incurred by other employees and agents may be so
paid upon
such terms and conditions, if any, as the board of directors
deems appropriate.
(f) The indemnification and advancement of expenses
provided by, or
granted pursuant to, the other subsections of this section shall
not be deemed
exclusive of any other rights to which those seeking
indemnification or
advancement of expenses may be entitled under any bylaw,
agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in
his official capacity and as to action in another capacity while
holding such
office.
(g) A corporation shall have power to purchase and
maintain insurance
on behalf of any person who is or was a director, officer,
employee or agent of
the corporation, or is or was serving at the request of the
corporation as a
director, officer, employee or agent of another corporation,
partnership, joint
venture, trust or other enterprise against any liability asserted
against him
and incurred by him in any such capacity, or arising out of his
status as
such, whether or not the corporation would have the power to
indemnify
him against such liability under this section.
(h) For purposes of this section, references to "the
corporation"
shall include, in addition to the resulting corporation, any
constituent
corporation (including any constituent of a constituent) absorbed
in a
consolidation or merger which, if its separate existence had
continued, would
have had power and authority to indemnify its directors,
officers, and
employees or agents, so that any person who is or was a director,
officer,
employee or agent of such constituent corporation, or is or was
serving at the
request of such constituent corporation as a director, officer,
employee or
agent of another corporation, partnership, joint venture, trust
or other
enterprise, shall stand in the same position under this section
with respect
to the resulting or surviving corporation as he would have with
respect to
such constituent corporation if its separate existence had
continued.
(I) For purposes of this section, references to
"other enterprises"
shall include employee benefit plans; references to "fines" shall
include any
excise taxes assessed on a person with respect to any employee
benefit plan;
and references to "serving at the request of the corporation"
shall include any
service as a director, officer, employee or agent of the
corporation which
imposes duties on, or involves services by, such director,
officer, employee,
or agent with respect to an employee benefit plan, its
participants or
beneficiaries; and a person who acted in good faith and in a
manner he
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have
acted in a
manner "not opposed to the best interests of the corporation" as
referred to in
this section.
(j) The indemnification and advancement of expenses
provided by, or
granted pursuant to, this section shall, unless otherwise
provided when
authorized or ratified, continue as to a person who has ceased to
be a
director, officer, employee or agent and shall inure to the
benefit of the
heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with
exclusive jurisdiction
to hear and determine all actions for advancement of expenses or
indemnification
brought under this section or under any bylaw, agreement, vote of
stockholders or disinterested directors, or otherwise. The Court
of Chancery
may summarily determine a corporation's obligation to advance
expenses
(including attorneys' fees).
Certificate of Incorporation
The Company's Certificate of Incorporation provides that the
Company shall
indemnify any and all persons who may serve or who have served at
any time as
directors or officers who, at the request of the Board of
Directors of the
Company may serve, or at any time have served as directors or
officers of another
corporation in which the Company at such time owned or may own
shares of stock,
or which it was or may be a creditor, and their respective heirs,
administrators,
successors and assigns, against any and all expenses, including
amounts paid upon
judgment, counsel fees, and amounts paid in settlement (before or
after suit is
commenced), actually or necessarily by such person in connection
with the defense
or settlement of any claim, action ,m suit, or proceeding in
which they, or any
of them, by reason of being or having been directors or officers
of the Company,
or such other corporation, except in relation to matters as to
which any such
director or officer of the Company, or such other corporation, or
former director
or officer shall be adjudged in any action, suit or proceeding to
be liable for
his own negligence or misconduct in the performance of his
duties. The Company's
Bylaws also contain a provision for the indemnification of the
Company's
directors (see "Indemnification of Directors
and Officers - Bylaws" in Exhibit 3.3).
Item 13. Financial Statements
Report of Independent Certified Public Accountant
Financial Statements
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
AMERISTAR NETWORK, INC.
I have audited the accompanying balance sheets of AMERISTAR
NETWORK, INC. (A
Development Stage Company) as of December 31, 1998, and the
related statements
of operation, stockholders' equity, and cash flows for year then
ended. These
financial statements are the responsibility of the Company's
management. My
responsibility is to express an opinion on these financial
statements based on
my audit.
The financial statements of AMERISTAR NETWORK, INC. (A
Development Stage Company)
as at December 31, 1997 and 1996 were audited by other auditor
whose report dated
July 6, 1998, expressed an unqualified opinion on those
statements.
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 our
opinion.
The accompanying financial statements have been prepared assuming
the Company
will continue as going concern. As discussed in Note 4 to the
financial
statements, the Company has an accumulated at December 31, 1998.
These factors
raise substantial doubt about the Company's ability to continue
as going
concern.
Management's plan in regard to these matters is also discussed in
Note 4. The
financial statements do not include any adjustments that might
result from the
outcome of this uncertainty.
In my opinion, the financial statements referred to above present
fairly, in all
material respects, the financial position of AMERISTAR NETWORK,
INC. (A
Development Stage Company) at December 31, 1998, and the results
of operations
and cash flows for the year then ended, in conformity with
generally accepted
accounting principles.
Oxnard, California
April 28, 1999
Ameristar Network, Inc.
(A Development Stage Company)
Balance Sheet
<TABLE>
<CAPTION>
As of December 31, 1998, 1997 and 1996 1998 1997
1996
<S> : <C> <C>
<C>
ASSETS
Current Assets
Cash in Banks $ 332 $ 4
$ 9,677
Note Receivable 2,265 -
-
Total Current Assets 2,597 4
9,677
Property & Equipment:
Furniture & Equipment 2,523 2,523
Less: Accumulate Depreciation ( 895) (
418)
Total Fixed Assets 1,628 2,105
Other Assets:
Software distribution rights 144,854 301
346
Organization costs 636 871
1,106
Total Other Assets 145,490 3,281
11,129
TOTAL ASSETS $ 149,715 3,281
11,129
Liabilities & Stockholders' Equity
Current Liabilities:
Accounts payable $ 3,680 922
254
Accrued interest payable 417 470
148
Accrued Salaries $ 15,000 -
-
Short term notes payable 10,000 11,550
5,000
Contract payable 140,000
- - -
Total Current Liabilities 169,097 12,942
5,402
Stockholders' Equity:
Common stocks , $.001 par value
Authorized shares - 90,000,000
Issued and outstanding shares
2,018,866 shares, 2,006,500 shares
and 1,575,000 shares, respectively 2,019 2,006
1,575
30 9
Paid in capital 42,663 17,944
4,950
Deficit accumulated during the
development stage ( 64,064) (
29,611) ( 798)
Total Stockholders' Equity 19,382 3,281
5,727
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 149,715 $ 3,281
$ 11,129
See Notes to Consolidated Financial Statements
</TABLE>
Ameristar Network, Inc.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
As of December 31, 1998, 1997 and 1996
December 31,
December 31 to
December 31
1998
1997
1996
<S> <C>
<C>
<C>
Sales: $ - $
- - $
-
Operating Expenses:
Amortization 5,507
280
73
Professional fees 3,880
10,887
-0-
Interest expense 1,071
1,804
148
Telephone 1,834
944
-0-
Depreciation 693
418
-0-
Salaries and wages 15,000
- -0-
-0-
General and administrative expenses 3,936
8,283
432
Travel 2,547
6,197
145
Total Expenses $ 34,468 $
28,813
$ 798
Net loss $ ( 34,468) $ (
28,813)
$ ( 798)
Other Income
Interest income 15
15
-
Total Other Income (Expenses) 15
15
-
Net loss ( 64,064) (
28,813)
( 798)
Earnings(loss) per share $(0.02)
$(0.02)
$(0.00)
See Notes to Financial Statements
</TABLE>
Ameristar Network, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Number Common Common
Additional
During the
of Shares Stock at Stock
Paid-in-
Subscriptions Development
Outstanding Par Value
Subscribed Capital
Receivable Stage Total
<S> <C> <C> <C>
<C>
<C> <C> <C>
Balance at
September 23, 1996 (inception)
Net loss for the period ended December 31, 1998
-
(798) $ - $ -
Stocks issued for organization
costs at $.001 per share 1,175,000 $1,175 $
- -
Stocks issued for cash at
$.10 per share 50,000 50
$ 4,950
Stocks issued for marketing
rights at 350,000 350 $
Balance at December 31, 1996 1,575,000 1,575
4,950
(798)
Net loss for the period ended
December 31, 1997
(28,813)
Stocks issued for professional
fees at $.001 per share 95,000 95
Shares issued for cash at $.001
per share 330,000 330
Shares issued for cash at $2.00
Per share 6,500 6
Balance at December 31, 1997 2,006,500 2,006
Net Loss for the period
ended December 31, 1998
( 28,813)
Stocks issued for cash
at $2.00 per share 6,550 7
12,994
Stocks issued for debt
satisfaction at $2.00 per share 5,816 6
Balance at December 31, 1998 2,018,866 2,019
42,663
(64,064)
See Notes to Financial Statements
</TABLE>
Ameristar Network, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
September 6,
For the period September 23, 1996 (inception) to December 31,
1998
1996(inception)
December 31,
December 31 to
December 31
1998
1997
1996
<S> <C>
<C>
<C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ ( 34,453) $ (
28,813)
$
( 798)
Adjustments To
Reconcile Net Loss
To net cash provided
by operating activities:
Depreciation & amortization 6,971
698
73
Services paid by stocks -
95
-
Increase in accounts receivable 2,265
-
-
Increase (decrease) in accounts payable 2,758
668
254
Increase (decrease) in accrued expenses 14,605
322
148
NET CASH PROVIDED (USED) BY OPERATING
ACTIVITIES $( 7,854) $(
27,030)
(323)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment $ -
(2,523)
-
Acquisition of software $ (150,000)
- -
-
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES $ (150,000)
(2,523)
(51,924)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Notes payable 9,000
6,550
-
Increase in contract payable 150,000
- -
-
Payments of notes and contract payable (25,550) -
-
Proceeds from issuance of common stock 24,732
13,330
5,000
NET CASH PROVIDED
BY FINANCING ACTIVITIES 158,182
19,880
10,000
INCREASE (DECREASE) IN CASH 328
5(9,673)
9,677
BEGINNING CASH 5 4
9,677
-
ENDING CASH $ 332
4
9,677
DISCLOSURE FROM OPERATING ACTIVITIES
Interest expense $ 1,071
1,804
148
NON CASH DISCLOSURE
1,075 shares issued for incorporation
expenses
1,175
350,000 shares issued for distribution
rights
350
95,000 shares issued for expenses 95
See notes to financial statements
</TABLE>
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 1. BUSINESS ACTIVITY
The Company was incorporated under the laws of the state of
Delaware on September
23, 1996 using the name AMERISTAR NETWORK, INC.
The purpose for which the Corporation is organized is to engage
in any lawful act
or activity for which a corporation may be organized under the
General
Corporation Law of the State of Delaware including, without
limitation, to engage
directly or through a subsidiary or subsidiaries in the business
of acquiring,
operate and or managing mortgage brokerage business and to
develop, research,
design, produce, buy, sell, license or otherwise deal in mortgage
technology or
related devises which are necessary, useful and desirable in
connection with said
business.
The Company has been in the development stage since its formation
on September
23, 1996. Planned principal operations have not commenced.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual method of accounting.
Revenues and directly related expenses are recognized in the
period when the
goods are shipped to the customers.
The Company considers all short term, highly liquid investments
that are readily
convertible, within three months, to known amounts as cash
equivalents.
The Company currently has no cash equivalents.
Primary Earnings Per Share amounts are based on the weighted
average number of
shares outstanding at the dates of the financial statements.
Fully
Diluted Earnings Per Shares shall be shown on stock options
and other
convertible issues that may be exercised within ten years of
the financial
statement dates.
Depreciation; The cost of property and equipment is depreciated
over the
estimated useful lives of the related assets. The cost of
leasehold
improvements is depreciated (amortized) over the lesser of
the length of
the related assets or the estimated lives of the assets.
Depreciation is
computed on the straight-line method for reporting purposes
and for tax
purposes.
Estimates; The preparation of the financial statements in
conformity with
generally accepted accounting principles requires management
to make
estimates and assumptions that affect the amounts reported
in the
financial statements and accompanying notes. Actual results
could differ
from those estimates
NOTE 3. MARKETING RIGHTS
On November 12, 1996, the Company issued 350,000 shares of its
common stock to
acquire a Computer Software Systems and Intellectual Property
relating to loan
origination and processing systems. The Company valued the
Software License,
Sale and Distribution Agreement at the par value ($350) of the
shares issued.
The territory covered by the license is described by the
agreement as follows;
"All affiliated mortgage brokers of the purchaser, real estate
sale officers,
agents, brokers, and infinity groups, in the U.S.A." The initial
term of the
agreement is a period of ten years from November 12, 1996.
NOTE 4. GOING CONCERN
The Company has nominal assets and no current operations with
which to create
operating capital. The Company seeks to raise operating capital
with which to
seek business opportunities to utilize the technology it has
acquired.
NOTE 5. PROPERTY AND EQUIPMENT
The Company capitalizes the purchased and fixtures for major
purchases in excess
of $300 per item. Capitalized amounts are depreciated over the
useful life of
the assets using the straight-line method of depreciation.
The following is a summary of property and equipment at cost,
less accumulated
depreciation:
1998 1997
1996
Furnitures and equipment $2,523 $2,523 $-0-
Less accumulated depreciation ( 895) ( 418)
(0)
Total $1,628 $2,105
$-0-
===== =====
=====
NOTE 6. INCOME TAXES
The Company has adopted the provisions of SFAS No. 109
"Accounting for Income
Taxes". SFAS 109 requires recognition of deferred tax
liabilities and assets for
the expected future tax consequences of events that have been
included in the
financial statements or tax returns. Under this method, deferred
tax liabilities
and assets are determined based on the differences between the
financial
statement and tax basis of assets and liabilities using enacted
tax rates in
effect for the year in which the differences are expected to
reverse.
The Company has incurred losses that can be carried forward to
offset future
earnings if conditions of the Internal Revenue Codes are met.
These losses are
as follows;
Year of Loss Amount
Expiration Date
1996 $ 798
2011
1997 28,813
2012
1998 34,453
2013
NOTE 7. NOTES PAYABLE
The Company has five short-term notes payable to four individuals
and a trust.
1998 1997
1996
Note #1 , is not expected to have a
material impact on the Company's financial statements.
AMERISTAR NETWORK, INC.
(A Development Stage Company)
Notes to Financial Statements
NOTE 10. SOFTWARE LICENSING PURCHASE AGREEMENT
On June 6, 1998, the Company entered into an Agreement with
Mortgage Internet
Technologies, (MIT), a New Mexico Corporation, to purchase
through an exclusive
license agreement the Wholesale Network Center portion of the
Virtual Lender
Software System and Intellectual Property. The agreement grants
the Company
perpetual usage of the license and technology for the United
States of America,
Mexico and Canada. The Agreement provides the Company with a
ninety-day period
from the contract date to pay the entire purchase price of
$150,000 and an
addendum dated July 23, 1998, extended the time for payment by
one hundred eighty
days from the date of the addendum.
In the event the Company sells or licenses the Virtual Lender
Wholesale Network
Center, MIT will receive a one time license and realty fee of %5
of the purchase
price or overall license fee.
NOTE 11. PRIVATE OFFERING OF COMMON STOCK
The Company offers for sale to residents of the States of New
York, Florida,
Oklahoma, and the District of Columbia, to "accredited investors"
in the State
of Colorado, and outside the United States to Non-US Residents,
up to 100,000
Units ("the Units"), at $2.00 per Unit. Each Unit consists of
one share of
Common Stock ($.001 Par Value), and four Stock Purchase Warrants.
Each Warrant
entitles the holder thereof to purchase one share of Common Stock
of the Company
at a purchase price of $2.00. The original expiration date of
the warrants was
July 21, 1998, the Board of Directors extended the expiration
date ninety days
from the original expiration date and provided for an additional
extension of
ninety days if needed. The Company has the right to call in the
Warrants on
fifteen days notice, if not exercised by the holder prior to the
expiration of
the fifteenth day's notice, if not exercised by the Holder prior
to the
expiration of the fifteen day's notice period, should the
Company's Common Stock
trade at or above a $2.75 reported closing bid or trade price for
not less than
ten consecutive trading days. The Offering is made in reliance
upon an exemption
from registration under the federal and state securities laws
pursuant to the
Regulation D, Rule 504, of the Securities and Exchange
Commission, and is made
outside of the United States in reliance upon an exemption from
registration
under Regulation S of the Securities and Exchange Commission.
Item 14. Exhibits, Financial Statements
(a) Report of Independent Certified Public Accountant
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K: Not Applicable
(c) Exhibits
Exhibit No. Description
---------- -----------
3(a) Articles of Incorporation
3(b) By-laws
4(a) Specimen certificate of common stock
10 Other Documents
(a) Mortgage Internet Technologies, Inc.
Wholesale Lender Center License
Agreement
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by
the undersigned, thereunto duly authorized.
AmeriStar Network, Inc.
By_________________________________________
O. RUSSELL CRANDALL, JR., President and Director
Date:_________
Pursuant to the requirements of the Securities Exchange Act of
1934, this report
has been signed below by the following persons on behalf of the
registrant and
in the capacities and on the dates indicated.
__________________________________________
O. RUSSELL CRANDALL, JR., Vice President/Marketing, Director
Date:__________
___________________________________________
DAVID R. WERNER, Director
Date:__________
Exhibit 3.1
ARTICLES OF INCORPORATION
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 11:30 AM 09/23/1996
960275091 - 2668582
CERTIFICATE OF INCORPORATION
OF
AMERISTAR NETWORK, INC.
ARTICLE I
NAME
The name of the Corporation hereby created shall be
AmeriStar Network,
Inc.
ARTICLE II
DURATION
The Corporation shall continue in existence perpetually
unless sooner
dissolved according to law.
ARTICLE III
PURPOSES
The purpose for which this Corporation is organized is to
engage in any
lawful act or activity for which a corporation may be organized
under the
General Corporation Law of the State of Delaware including,
without
limitation, to engage directly or through a subsidiary or
subsidiaries in the
business of acquiring, operate and or managing mortgage brokerage
business and
to develop, research, design, produce, buy, sell, license or
otherwise deal in
mortgage technology or related devises which are necessary,
useful and
desirable in connection with said business;
To seek available business opportunities which have potential
for profit,
acquire, merge with or into, or be acquired by one or more other
businesses;
To acquire, sell and otherwise, dispose of, deal in stocks,
bonds, mortgages,
securities, notes and commercial paper for corporations and
individuals;
To engage in any and all other lawful purposes, activities and
pursuits,
whether similar or dissimilar to the foregoing, and the
Corporation shall have
all powers allowed or permitted by the laws of the State of
Delaware.
ARTICLE IV
CAPITALIZATION
The Corporation is authorized to issue two classes of
shares, designated
respectively
ARTICLE V
CLASSES OF STOCK
A statement of the designations and the powers, preferences,
and rights,
and the rights, and the qualifications, limitations, or
restrictions thereof,
of the shares of stock which the Corporation shall be authorized
to issue, is
as follows:
(a) General Rights. All Stock of the Corporation shall have
the rights
and preferences as the Board of Directors, in its discretion may
determine.
Fully paid stock of the Corporation shall not be liable to any
call and is
non-assessable.
(b) Dividends. The holders of shares of Common and Preferred
Stock shall
be entitled to receive dividends when and as declared by the
Board of
Directors out of funds legally available therefor.
(c)Voting. Except as otherwise expressly provided by law, in
all matters
as to which the vote or consent of stockholders of the
Corporation shall be
required or be taken, including, any vote to amend these Articles
of
Incorporation to increase or decrease the par value, effect a
stock split or
combination of shares, or alter or change the powers, preferences
or special
rights of the Common or Preferred Stock,
the holders of the Common Stock and the Preferred Stock shall be
entitled to
vote on all such matter, and the holder of the shares of Common
Stock and
Preferred Stock shall each have one (1) vote per share.
(d) Issuance of Rights and Warrants. The Corporation shall
have the
power to issue, with or without any connection to the issue, and
sale of its
Common Stock, Preferred Stock, or other securities, rights,
warrants, or
options entitling the holders thereof to purchase from the
Corporation shares
of its Common Stock, Preferred Stock, or other securities, upon
which terms
and conditions and at such times and for such consideration or
price as the
Board of Directors, in its discretion may determine. In the
absence of fraud,
the judgement of the directors as to the consideration for the
issuance of
such rights, warrants, or options and the sufficiency thereof
shall be
conclusive.
ARTICLE VI
BY-LAWS
In furtherance and not in limitation of the powers conferred
by statute,
the Board of Directors is expressly authorized to make, alter or
repeal the
By-Laws of the Corporation.
ARTICLE VII
MEETINGS AND RECORDS
Meetings of the stockholders may be held within or without
the State of
Delaware, as the By-Laws may provide. The books of the
Corporation may be kept
(subject to any provision contained in the statutes) outside the
State of
Delaware at such place or places as may be designated from time
to time by the
Board of Directors or in the By-Laws of the Corporation.
Elections of
directors need not be by written ballot unless the By-Laws of the
Corporation
shall so provide.
ARTICLE VIII
NO PRE-EMPTIVE RIGHTS
Shareholders of the Corporation shall not have pre-emptive
rights to
subscribe for or acquire additional shares of the Corporation,
whether such
shares be hereby or hereafter authorized.
ARTICLE IX
INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The Corporation shall indemnify any and all persons who may
serve or who
have served at any time as directors or officers, or who, at the
request of
the Board of Directors of the Corporation, may serve, or at any
time have
served as directors or officers of another corporation in which
the
Corporation at such time owned or may own shares of stock, or
which it was or
may be creditor, ant eh respective heirs, administrators,
successors, and
assigns, against any and all expenses, including amounts paid
upon judgment,
counsel fees, and amounts paid in settlement (before or after
suit is
commenced), actually or necessarily by such persons in connection
with the
defense or settlement or any claim, action, suit, or proceeding
in which they,
or any of them, are made parties, or a party to, or which may be
assessed
against them or any of them, by reason of being or having been
directors or
officers of the Corporation, or such other corporation, except
in relation to
matters as to which any such director or officer of the
Corporation, or such
other corporation, or former director of officer shall be
adjudged in any
action, suit or proceeding to be liable for his own negligence of
misconduct
in the performance of his duties. Such indemnification shall be
in addition to
any other rights to which those indemnities may be entitled under
any law, by-
law, agreement, vote of stockholders or otherwise.
ARTICLE X
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this Corporation
and any other
firm or corporation shall be affected by the fact that a director
or officer
of this Corporation has an interest in, or is a director or
officer of this
Corporation or any other corporation. Any officer or director
individually or
with others, may be a party to, or may have and interest in, any
transaction
of this Corporation, or any transaction in which this Corporation
is a party
or has an interest. Each person who is or may become an officer
or director of
this Corporation is hereby relieved from liability he might
otherwise obtain
in the event such officer or director contracts with this
Corporation for the
benefit of himself or any firm or other corporation in which he
may have an
interest, provided such officer or director acts in good faith.
ARTICLE XI
REGISTERED OFFICE AND AGENT
The address of its registered office in the State of
Delaware is 1220
North Market Street, Suite 606 City of Wilmington, County of New
Castle. The
name of its registered agent at such address is Registered
Agents, Ltd.
ARTICLE XII
AMENDMENT
The Corporation reserves the right to amend, alter, change
or repeal any
provision contained in this Certificate of Incorporation, in the
manner now or
hereafter prescribed by statute, and all rights conferred upon
stockholders
herein are granted subject to this reservation.
ARTICLE XIII
DIRECTORS
The Corporation shall have not less than One (1) nor more
than nine (9)
directors as determined, from time to time, by the Board of
Directors. The
original Board of Directors shall be comprised of three (3)
persons. The names
and addresses of the persons who are to serve as directors until
the first
annual meeting of shareholders and until their successors are
elected and
shall qualify are as follows:
Name Address
O. Russell Crandall, Jr. 2100 Bengal Blvd. #105
Salt Lake City, Utah 84121
Shirman Milliner 1604 W. Village Rd. X-3
St. George, Utah 84770
Bryan Richmond 4141 Highland Drive 307
Salt Lake City, Utah 84124
ARTICLE XIII
INCORPORATOR
The name and address of the incorporator for this
Corporation is as
follows:
Name Address
O. Russell Crandall, Jr. 2100 Bengal Blvd. #105
Salt Lake City, Utah 84121
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the
purpose of forming a corporation pursuant to the General
Corporation Law of
the State of Delaware, do make this certificate, 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 day of
, 1996.
DATED this day of , 1996.
O. Russell Crandall, Jr.
Exhibit 3.3
BY-LAWS OF AMERISTAR NETWORK, INC.
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the
State of
Delaware shall be at Registered Agents, Ltd. 1220 North Market
Street Suite
606, Wilmington, Delaware, 19801.
Section 2. The Corporation may also have offices at such
other places as
the Board of Directors may from time to time appoint or the
business of the
corporation may require.
ARTICLE II - SEAL
Section 1. The corporate seal shall have inscribed thereon
the name of
the corporation, the year of its organization and the words
"Corporate Seal,
Delaware".
ARTICLE III - STOCKHOLDERS' MEETINGS
Section 1. Meetings of the stockholders shall be held at the
registered
office of the corporation in this state or at such place, either
within or
without the state, as may be selected from time to tome by the
Board of
Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the
stockholders shall
be held on the 1st day of May in each year if not a legal
holiday, and if a
legal holiday, then on the next secular day following at 2:00
o'clock P. M.,
when they shall elect a Board of Directors and transact such
other business as
may properly be brought before the meeting. If the annual
meeting for
election of directors is not held on the date designated
therefore, the
directors shall cause the meeting to be held as soon thereafter
as convenient.
Section 3. ELECTIONS OF DIRECTORS: Elections of the
directors of the
corporation be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the
stock-holders
may be called at any time by the President, or the Board of
Directors, or
stockholders entitled to cast at least one-fifth of the votes
which all
stockholders are entitled to cast at the particular meeting. At
any time,
upon written request of any person or persons who have duly
called a special
meeting,, it shall be the duty of the Secretary to fix the date
of the
meeting, to be held not more than sixty days after receipt of the
request, and
to give due notice thereof. If the Secretary shall neglect or
refuse to fix
the date of the meeting and give notice thereof, the person or
persons
calling the meeting may do so.
Business transacted at all special meetings shall be
confined to the
objects stated in the call and matters germane thereto, unless
all
stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating
the time and
place and object thereof, shall be given to each stockholder
entitled to vote
thereat at least Ten days before such meeting, unless a greater
period of
notice is required by statute in a particular case.
Section 5. 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 stockholders. If less than a
majority of
the outstanding shares entitled to vote is 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
stockholders
present at a duly organized meeting may continue to transact
business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave
less than a quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a
meeting of
stockholders or to express consent or dissent to corporate action
in writing
without a meeting may authorize another person or persons to act
for him by
proxy, but no such proxy shall be voted or acted upon after three
years from
its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that
it is
irrevocable and if , and only as long as, it is coupled with and
interest
sufficient in law to support an irrevocable power. A proxy may
be made
irrevocable regardless of whether the interest with which it is
coupled is an
interest in the stock itself or an interest in the corporation
generally. All
proxies shall be filed with the Secretary of the meeting before
being voted
upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are
required or
permitted to take any action at a meeting, a written notice of
the meeting
shall be given which shall state the place, date and hour of the
meeting, and,
in the case of a special meeting, the purpose or purposes for
which the
meeting is called.
Unless otherwise provided by law, written notice of any
meeting shall be
given not less than ten nor more than sixty days before the date
of the
meeting to each stockholder entitled to vote at such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required
to be taken
at any annual or special meeting or stockholders of a
corporation, or any
action which may be taken at any annual or special meeting of
such
stockholders, may be taken without a meeting, without prior
notice and without
a vote, if a consent in writing, setting forth the action so
taken, shall be
signed by the holders of outstanding stock having not less than
the minimum
number of votes that would be necessary to authorize or take such
action at a
meeting at which all share entitled to vote thereon were present
and voted.
Prompt notice of the taking of the corporate action without a
meeting by less
than unanimous written consent shall be given to those
stockholders who have
not consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge
of the
stock ledger of the corporation shall prepare and make, at least
ten days
before every meeting of stockholders, a complete list of the
stockholders
entitled to vote at the meeting, arranged in alphabetical order,
and showing
the address of each stockholder and the number of shares
registered in the
name of each stockholder. No share of stock upon which any
installment is due
and unpaid shall be voted at any meeting. The list shall be open
to
examination of any stockholder, for any purpose germane to the
meeting, during
ordinary business hours, for a period of at least ten days prior
to the
meeting, either at a place within the city where the meeting is
to be held,
which place shall be specified in the notice of the meeting, or,
if not so
specified, at the place where the meeting is to be held. The
list shall also
be produced and kept at the time and place of the meeting during
the whole
time thereof, and may be inspected by any stockholder who is
present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation
shall be
managed by its Board of Directors, Three in number. The
directors need not
be residents of this state or stockholders in the corporation.
They shall be
elected by the stockholders at the annual meeting of stockholders
of the
corporation, and each director shall be elected for the term of
one year, and
until his successor shall be elected and shall qualify or until
his earlier
resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the
Board shall be
held without notice at the registered office of the corporation,
or at such
other time and place as shall be determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the
Board may be
called by the President on Ten days notice to each director,
either personally
or by mail or by telegram; special meetings shall be called by
the President
or Secretary in like manner and on like notice on the written
request of a
majority of the directors in office.
Section 4. QUORUM: A majority of the total number of
directors shall
constitute a quorum for the transaction of business.
Section 5. CONSENT IN LIEU OF MEETING: Any action required
or permitted
to be taken at any meeting of the Board of Directors, or of any
committee
thereof, may be taken without a meeting if all members of the
Board or
committee, as the case may be, consent thereto in writing, and
the writing or
writings are filed with the minutes of proceedings of the Board
or committee.
The Board of Directors may hold its meetings, and have an office
or offices,
outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors
may
participate in a meeting of the Board, of a committee of the
Board or of the
stockholders, by means of conference telephone or similar
communications
equipment by means of which all persons participating in the
meeting can hear
each other; participation in this manner shall constitute
presence in person
at such meeting.
Section 7. COMPENSATION: Directors as such, shall not
receive any
stated salary for their services, but by resolution of the Board,
a fixed sum
and expenses of attendance, if any, may be allowed for attendance
at each
regular or special meeting of the Board PROVIDED, that nothing
herein
contained shall be construed to preclude any director from
serving the
corporation in any other capacity and receiving compensation
therefor.
Section 8. REMOVAL: Any director or the entire Board of
Directors
may be removed, with or without cause, by the holders of a
majority of the
shares then entitled to vote at an election of directors, except
that when
cumulative voting is permitted, if less than the entire Board is
to be
removed, no director may be removed without cause if the votes
cast against
his removal would be sufficient to elect him if then cumulatively
voted at an
election of the entire Board of Directors, or, if there be
classes of
directors, at an election of the class of directors of which he
is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall
be chosen
by the directors and shall be a President, Secretary and
Treasurer. The Board
of Directors may also choose a Chairman, one or more Vice
Presidents and such
other officers as it shall deem necessary. Any number of offices
may be held
by the same person,
Section 2. SALARIES: Salaries of all officers and agents
of the
corporation shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the
corporation shall
hold office for one year and until their successors are chosen
and have
qualified. Any officer or agent elected or appointed by the
Board may be
removed by the Board of Directors whenever in its judgment the
best interest
of the corporation will be served thereby.
Section 4. PRESIDENT: The President shall be the chief
executive
officer of the corporation; he shall preside at all meetings of
the
stockholders and directors; he shall have general and active
management of the
business of the corporation, shall see that all orders and
resolutions of the
Board are carried into effect, subject, however, to the right of
the directors
to delegate any specific powers, except such as may be by statute
exclusively
conferred on the President, to any other officer or officers of
the
corporation. He shall execute bonds, mortgages and other
contracts requiring
a seal, under the seal of the corporation. He shall be
EX-OFFICIO a member of
all committees, and shall have the general power and duties of
supervision and
management usually vested in the office of President of a
corporation.
Section 5. SECRETARY: The Secretary shall attend all
sessions of the
Board and all meetings of the stockholders and act as clerk
thereof, and
record all the votes of the corporation and the minutes of all
its
transactions in a book to be kept for that purpose, and shall
perform like
duties for all committees of the Board of Directors when
required. He shall
give, or cause to be given, notice of all meetings of the
stockholders and of
the Board of Directors, and shall perform such other duties as
may be
prescribed by the Board of Directors or President , and under
whose
supervision he shall be. He shall keep in safe custody the
corporate seal of
the corporation, and when authorized by the Board, affix the same
to any
instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody
of the
corporate funds and securities and shall keep full and accurate
accounts of
receipts and disbursements in books belonging to the corporation,
and shall
keep the moneys of the corporation in a separate account to the
credit of the
corporation. He shall disburse the funds of the corporation as
may be ordered
by the Board, taking proper vouchers for such disbursements, and
shall render
to the President and directors, at the regular meetings of the
Board, or
whenever they may require it, an account of all his transactions
as Treasurer
and of the financial condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the
corporation by
death, resignation, removal or otherwise, shall be filled by the
Board of
Directors. Vacancies and newly created directorships resulting
from any
increase in the authorized number of directors may be filled by a
majority of
the directors then in office, although less than a quorum, or by
a sole
remaining director. If at any time, by reason of death or
resignation or
other cause, the corporation should have no directors in office,
then any
officer or any stockholder or an executor, administrator, trustee
or guardian
of a stockholder, or other fiduciary entrusted with like
responsibility for
the person or estate of a stockholder, may call a special meeting
of
stockholders in accordance with the provisions of these By-Laws.
Section 2. RESIGNATION EFFECTIVE AT FUTURE DATE: When one
or more
directors shall resign from the Board, effective at a future
date, a majority
of the directors then in office, including those who have so
resigned, shall
have power to fill such vacancy or vacancies, the vote thereon to
take effect
when such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney
or other
agent, shall, upon written demand under oath stating the purpose
thereof, have
the right during the usual hours for business to inspect for any
proper
purpose the corporation's stock ledger, a list of it's
stockholders, and its
other books and records, and to make copies or extracts
therefrom. A proper
purpose shall mean a purpose reasonably related to such person's
interest as a
stockholder. In every instance where an attorney or other agent
shall be the
person who seeks the right to inspection, the demand under oath
shall be
accompanied by a power of attorney or such other writing which
authorizes the
attorney or other agent to so act on behalf of the stockholder.
The demand
under oath shall be directed to the corporation at its registered
office in
this state or at its principal place of business.
ARTICLE VII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall
be numbered
and registered in the share ledger and transfer books of the
corporation as
they are issued. They shall bear the corporate seal and shall be
signed by
the President and the Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on
the books
of the corporation upon surrender of the certificates therefor,
endorsed by
the person named in the certificate or by attorney, lawfully
constituted in
writing. No transfer shall be made which is inconsistent in law.
Section 3. LOST CERTIFICATE: The corporation may issue a
new
certificate of stock in the place of any certificate theretofore
signed by it,
alleged to have been lost, stolen or destroyed, and the
corporation may
require the owner of the lost, stolen or destroyed, and the
corporation may
require the owner of the lost, stolen or destroyed certificate,
or his legal
representative to give the corporation a bond sufficient to
indemnify it
against any claim that may be made against it on account of the
alleged loss,
theft or destruction of any such certificate or the issuance of
such new
certificate.
Section 4. RECORD DATE: In order that the corporation
may determine
the stockholders entitled to notice of or to vote at any meeting
of
stockholders or any adjournment thereof, or to express consent to
corporate
action in writing without a meeting, or entitled to receive
payment of any
dividend or other distribution or allotment of any rights, or
entitled to
exercise any rights in respect of any change, conversion or
exchange of stock
or for the purpose of any other lawful action, the Board of
Directors may fix,
in advance, a record date, which shall not be more than sixty nor
less than
ten days before the date of such meeting, nor more than sixty
days prior to
any other action.
If no record date is fixed:
(a) The record date for determining stockholders
entitled to
notice of or to vote at a meeting of stockholder shall be at the
close of
business on the day next preceding the day on which notice is
given, or, if
notice is waived, at the close of business on the day next
preceding the day
on which the meeting is held.
(b) The record date for determining stockholders
entitled to
express consent to corporate action in writing without a meeting,
when no
prior action by the Board of Directors is necessary, shall be the
day on which
the first written consent is expressed.
(c) The record date for determining stockholders for
any other
purpose shall be at the close of business on the day on which the
Board of
Directors adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled
to notice
of or to vote at a meeting of stockholders shall apply to any
adjournment of
the meeting: provided, however, that the Board of Directors may
fix a new
record date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare
and pay
dividends upon the outstanding shares of the corporation, from
time to time
and to such extent as they deem advisable, in the manner and upon
the terms
and conditions provided by statute and the Certificate of
Incorporation.
Section 6. RESERVES: Before payment of any dividend there
may be set
aside out of the net profits of the corporation such sum or sums
as the
directors, from time to time, in their absolute discretion, think
proper as a
reserve fund to meet contingencies, or for equalizing dividends,
or for
repairing or maintaining any property of the corporation, or for
such other
purpose as the directors shall think conductive to the interests
of the
corporation, and the directors may abolish any such reserve in
the manner in
which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and
notes of the
corporation shall be signed by such officer or officers as the
Board of
Directors may from time to time designate.
Section 2. FISCAL YEAR: The fiscal year shall begin on the
first day of
January.
Section 3. NOTICE: Whenever written notice is required
to be given
to any person, it may be given to such person, either personally
or by sending
a copy thereof through the mail, or by telegram, charges prepaid,
to his
address appearing on the books of the corporation, or supplied by
him to the
corporation for the purpose of notice. If the notice is sent by
mail or by
telegraph, it shall be deemed to have been given to the person
entitled
thereto when deposited in the United States mail or with a
telegraph office
for transmission to such person. Such notice shall specify the
place, day and
hour of the meeting and, in the case of a special meeting of
stockholders, the
general nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice
is required
by statute, or by the Certificate or the By-Laws of this
corporation 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. Except in the case of a special
meeting of
stockholders, neither the business to be transacted at nor the
purpose of the
meeting need be specified in the waiver of notice of such
meeting. Attendance
of a person either in person or by proxy, at any meeting shall
constitute a
waiver of notice of such meeting, except where a person attends a
meeting for
the express purpose of objecting to the transaction of any
business because
the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION: Any payment made to
an officer
or employee of the corporation such as a salary, commission,
bonus, interest,
rent, travel or entertainment expense incurred by him, which
shall be
disallowed in whole or in part as a deductible expense by the
Internal Revenue
Service, shall be reimbursed by such officer or employee to the
corporation to
the full extent of such disallowance. It shall be the duty of
the directors,
as a Board, to enforce payment of each such amount disallowed.
In lieu of
payment by the officer or employee, subject to the determination
of the
directors, proportionate amounts may be withheld from his future
compensation
payments until the amount owed to the corporation has been
recovered.
Section 6. RESIGNATIONS: Any director or other officer may
resign at
any time, such resignation to be in writing and to take effect
from the time
of its receipt by the corporation, unless some time be fixed in
the
resignation shall not be required to make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall
present at
each annual meeting a full and complete statement of the business
and affairs
of the corporation for the preceding year. Such statement shall
be prepared
and presented in whatever manner the Board of Directors shall
deem advisable
and need not be verified by a Certified Public Accountant.
ARTICLE XI - - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who
was or is
made a party or is threatened to be made a party or is involved
in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative
(hereinafter a "proceeding"), by reason of the fact that he or
she, or a
person of whom he or she is the legal representative, is or was
a director or
officer, of the Corporation of is or was serving at the request
of the
Corporation as a director, officer, employee or agent of another
corporation
or of a partnership, joint venture, trust or other enterprise,
including
service with respect to employee or agent or in any other
capacity as a
director, officer, employee or agent or in any other capacity
while serving as
a director, officer, employee or agent, shall be indemnified and
held harmless
by the Corporation to the fullest extent authorized by the
Delaware General
Corporation Law, as the same exists or may hereafter be amended
(but, in the
case of any such amendment, only to the extent that such
amendment permits the
Corporation to provide broader indemnification rights than said
law permitted
the Corporation to provide prior to such amendment), against all
expense,
liability and loss (including attorney's fees, judgments, fines,
ERISA excise
taxes or penalties and amounts paid or to be paid in settlement)
reasonable
incurred or suffered by such person in connection therewith and
such
indemnification shall continue as to a person who has ceased to
be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs,
executors and administrators; provided, however, that, except as
provided in
paragraph (b) hereof, the Corporation shall indemnify any such
person seeking
indemnification in connection with a proceeding (or part thereof)
initiated by
such person only if such proceeding (or part thereof) was
authorized by the
Board of Directors of the Corporation. The right to
indemnification conferred
in this Section shall be a contract right and shall include the
right to be
paid by the Corporation the expense incurred in defending any
such proceeding
in advance of its final disposition: provided, however, that, if
the Delaware
General Corporation Law requires, the payment of such expenses
incurred by a
director or officer in his or her capacity as a director or
officer (and not
in any other capacity in which service was or is rendered by such
person while
a director or officer, including, without limitation, service to
an employee
benefit plan) in advance of the final disposition of a
proceeding, shall be
made only upon delivery to the corporation of an undertaking, by
or on behalf
of such director or officer, to repay all amounts so advanced if
it shall
ultimately be determined that such director or officer is not
entitled to be
indemnified under this Section or otherwise. The Corporation
may, by action
of it Board of Directors, provide indemnification to employee and
agents of
the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT:
If a claim under paragraph (a) of this Section is not paid
in full by
the Corporation within thirty days after a written claim has been
received by
the Corporation, the claimant may be at any time thereafter bring
suit against
the Corporation to recover the unpaid amount of the claim and ,
if successful
in whole or in part, the claimant shall be entitled to be paid
also the
expense of prosecuting such claim. It shall be a defense to any
such action
(other than an action brought to enforce a claim for expenses
incurred in
defending any proceeding in advance of its final disposition
where the
required undertaking, if any is required, has been tendered to
the
Corporation) that the claimant has not met the standards of
conduct which make
it permissible under the Delaware General Corporation law for the
Corporation
to indemnify the claimant for the amount claimed, but the burden
of proving
such defense shall be on the Corporation. Neither the failure of
the
Corporation (including its Board of Directors, independent legal
counsel, or
its stockholders) to have made a determination prior to the
commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard
of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by
the Corporation (including its Board of Directors, independent
legal counsel,
or its stockholders) that the claimant has not met such
applicable standard or
conduct, shall be a defense to the action or create a presumption
that the
claimant has not met the applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained
in sub-
paragraphs (a) and (b) of this section, the corporation shall, to
the fullest
extent permitted by Section 145 of the General Corporation Law of
the State of
Delaware, as the same may be amended and supplemented, indemnify
any and all
persons whom it shall have power to indemnify under said section
from and
against any and all of the expenses, liabilities or other matter
referred to
in or covered by said section, and the indemnification provided
for herein
shall not be deemed exclusive of any other rights to which those
indemnified
may be entitled under any By-Law, agreement, vote of stockholders
or
disinterested Directors or otherwise, both as to action in his
official
capacity and as to action in another capacity while holding such
office, and
shall continue as to a person who has ceased to be director,
officer, employee
or agent and shall inure to the benefit of the heirs, executors
and
administrators of such a person.
(d) INSURANCE:
The Corporation may maintain insurance, at its expense, to
protect
itself and any director, officer, employee or agent of the
Corporation or
another corporation, partnership, joint venture, trust or other
enterprise
against any such expense, liability or loss, whether or not the
Corporation
would have the power to indemnify such person against such
expense, liability
or loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the
vote of
stockholders entitled to cast at least a majority of the votes
which all
stockholders are entitled to cast thereon, at any regular or
special meeting
of the stockholders, duly convened after notice to the
stockholders of that
purpose.
Exhibit 4.1
<SEQUENCE>4
[DESCRIPTION]SPECIMEN OF COMMON STOCK CERTIFICATE
EXHIBIT
AMERISTAR NETWORK, INC.
[________]NUMBER
SHARES[________]
AUTHORIZED COMMON STOCK; 90,000,000 SHARES
PAR VALUE $.001
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER
AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE
COMMON STOCK CUSIP
03071S106
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF AMERISTAR NETWORK,
INC.
COMMON STOCK TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN
PERSON
OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY
ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND
REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile
signatures of
its duly authorized officers.
Dated:
[SEAL OF AMERISTAR NETWORK, INC.]
/s / BRYAN RICHARD /s/ O. RUSSELL CRANDALL,
JR.
- - -----------------------
- ---------------------
Secretary
PRESIDENT
By: ^^Illegible Signature^^
OTC Stock Transfer Inc.
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the
Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member
of a
registered national stock exchange, or by a bank (other than a
savings bank) ,
or a trust company.
The following abbreviation, when used in the inscription on the
face of this
certificate, shall be construed as though they were written out
in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT -
____Custodian____
TEN ENT - as tenants by the entireties
(Cust)
(Minor)
JT TEN - as joint tenants with right under Uniform
Gifts to
Minors
of survivorship and not as Act
________________________
tenants in common
(State)
Additional abbreviation may also be used though not
in above
list.
FOR VALUE RECEIVED, _________hereby sell, assign and
transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- - --------------------------------------
- - --------------------------------------
_________________________________________________________________
_________
(Please print or typewrite name and address including zip code of
assignee)
_________________________________________________________________
_________
_________________________________________________________________
_________
_________________________________________________________________
_________
Shares of the capital stock represented by the within
Certificate, and do
hereby irrevocably constitute and appoint
_________________________________________________________________
_________
Attorney to transfer the said stock on the books of the
within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the
name as
written upon the face of the Certificate, in every particular,
without
alteration or enlargement, or any change whatever.
Exhibit 4.2
SPECIMEN FORM OF WARRANT CERTIFICATE
Warrant Number
Number of Warrants
COMMON STOCK PURCHASE WARRANT
AMERISTAR NETWORK, INC.
(A Delaware Corporation)
Cusip No.
030 71 S 114
This certifies that FOR VALUE RECEIVED,
Or registered assigns (the "Holder") is the owner of
Common Stock Purchase Warrants ("Warrants"). Each Warrant
entitles the Holder
to purchase at any time prior to the expiration date (as
hereinafter defined),
subject to the terms and conditions set forth in this certificate
and the
Information Statement (dated March 14th, 1997), one fully paid
and nonassessable
share of common stock, $.001 par value, of AmeriStar Network,
Inc., a Delaware
Corporation (the "Company") at $2.00 through July 21st, 1998.
Warrants not
exercised by the Expiration Date will expire. Certificates are
issuable on the
presentation and surrender of the Warrant Certificate with the
Subscription form
on the reverse side hereof duly executed at the principal office
of the Company
or its duly appointed agent, OTC Stock Transfer, Inc., as warrant
agent, or its
successor (the "Warrant Agent") accompanied by payment in lawful
money of the
United States of America in cash of by official bank or certified
check payable
to the Company.
This Warrant Certificate and each Warrant
represented hereby
are issued to and are subject in all respects to the terms and
conditions set
forth in the Information Statement (the "Warrant Agreement")
dated March 14th,
1997, between the Company and the Warrant Agent. A copy of the
Warrant Agreement
is on file at the principal office of the Warrant Agent, and a
copy will be
provided by the company to each holder on request at no charge.
The company has the right to call in the Warrants
on 15 days
notice, if not exercised by the holder prior to the expiration of
the 15 day
notice period, should the Company's Common Stock trade at or
above a $2.75
reported closing bid on trade price for at least 10 consecutive
trading days.
The term "Expiration Date" shall mean 4:00 p.m.
(Mountain
Standard Time) on July 21st, 1998).
This Warrant shall not be exercisable and the
Company shall not
be obligated to deliver any securities pursuant to this Warrant
unless a
registration statement under the Securities Act of 1933, as
amended, and under
applicable state securities laws with respect to such securities
is effective or
there is an availab le exemption from such federal and state
registration
requirements. This Warrant shall not be exercisable by a Holder
in any state
where such exercise would be unlawful.
This Warrant shall not be valid unless
countersigned by the
Warrant Agent. For more information, please refer to the
Information Statement
dated March 14th, 1997.
This warrant shall not be valid unless
countersigned by the
Warrant Agent. For more information, please refer to the
Information Statement
dated March 14th, 1997.
Dated:
Secretary President
Corporate Seal
Exhibit ???
<SEQUENCE>?
[DESCRIPTION] INTELLECTUAL PROPERTIES PARTIAL ASSIGNMENT
Mortgage Internet Technologies, Inc.
Intellectual Properties Partial Assignment
Mortgage Internet Technologies, Inc., (MIT) a corporation of the
State of
Nevada (the "Company") hereby grants to
AmeriStar Network, Inc.,(AmeriStar) a Delaware corporation, a
percentage
ownership in the following "intellectual
properties" (ILP) of MIT: (1) a 10% equity interest in the
Virtual
Lendertrademark system. (2) a 20% equity interest in
MortgageLocator.com. (3) a 20% interest in LoanPool.com. See
below for a
detailed explanation of the above concerns.
This agreement is subject to the terms and conditions below.
Parties to this Agreement are MIT and AmeriStar. The Intellectual
properties
and Documentation are collectively
referred to hereinafter as the "ILP". This writing constitutes
the sole and
entire Agreement and arrangement between
the Parties and is referred to as the "License agreement".
1. PAYMENT TERMS. The purchase price for the ILP is a single
payment of One
Hundred thousand dollars
($100,000.00) and 20% interest in the AmeriStar Network "WLC"
system. This 20%
equity interest in the "WLC"
is outlined in Addendum "A" to this agreement and due upon
signing of this agreement.
2. DESCRIPTION OF THE INTELLECTUAL PROPERTIES.
A. VIRTUAL LENDERTRADEMARK (http://www.Vlender.com)
REVENUE RIGHTS: 10% of all setup fees & monthly fees earned on
the sale and
servicing of the Virtual Lendertrademark
Kit. Also a 10% equity interest in any profits related to
future sale of and
or licensing of the Virtual Lendertrademark
system.
B. MORTGAGELOCATOR.COM (http://www.mortgagelocator.com)
REVENUE RIGHTS: 20% of all retail loan transaction fees and
banner advertising
fees associated with
mortgagelocator.com. Also a 20% equity interest in any profits
related to
future sale of and or licensing of the
mortgage locator system.
C. LOAN POOL referral network (http://www.loanpool.com)
REVENUE RIGHTS: 20% of all fees related to the loan pool. Also
a 20% equity
interest in any profits related to future
sale of and or licensing of the loan pool system.
3. DESCRIPTION OF PURCHASERS RIGHTS & LIMITATIONS: MIT will
continue to
control, develop, design and regulate all
aspects of the ILP and AmeriStar will be subject to limitations
imposed upon
by MIT. AmeriStar will have the
right to participate in additional product research &
development and to
participate in marketing efforts of the ILP.
AmeriStar cannot transfer rights to the ILP without written
consent by both
MIT and AmeriStar.
4. CONTINUATION OF BUSINESS. AmeriStar agrees that if AmeriStar
commits an act
of bankruptcy, ceases doing business,
or assigns all assets of AmeriStar's business, AmeriStar shall
provide MIT
with the first right of refusal to purchase
the ILP limited rights.
5. LIMITATION OF LIABILITY. In no event shall MIT be liable for
any indirect,
special, consequential or incidental
damages or lost profits, reimbursements or revenues arising out
of or related
to any failure of the ILP, or delay or other
default in the performance of services under this Agreement, or
the
performance of breach hereof, even if MIT has been
advised of the possibility thereof.
6. INDEMNITY. MIT and AmeriStar acknowledge and agree that
portions of the ILP
are currently not developed;
AmeriStar is solely responsible and liable for delivering and
maintaining
proper records and MIT has no responsibility
or liability in respect thereof. AmeriStar releases and
discharges and shall
indemnify and hold harmless MIT and its
representatives from and against any and all claims actions,
liabilities,
damages, losses, costs and expenses including
attorney's fees, costs and expenses made by persons other than
AmeriStar for
any matter arising out of or relating to
the use of the ILP.
of both MIT & AmeriStar Network. Any
attempted transfer or assignment of this Agreement, and/or any
rights of
Customer hereunder without such express
prior written approval by both parties shall be wholly void and
without force
or effect.
9. MISCELLANEOUS. This Agreement between the parties (including
attachments
hereto) is the sole agreement between
the parties relating to the subject matter hereof and supersedes
all prior
agreements and representations, oral or written.
This Agreement may be amended only in writing signed by both
parties. The
substantive laws of the State of Nevada
govern this Agreement.
10. EXECUTION. This agreement constitute the Partial Assignment
Agreement. The
below-signed parties hereby state
that they have read the foregoing Agreement and accept it and
agree to be
bound by it on the date indicated.
11. AGREEMENT SUMMARY. The following scenario constitutes the end
result of
this agreement as it relates to
intellectual property ownership percentages.
<TABLE>
<S> <C> <C>
PRODUCT TYPE MIT % AMERISTAR %
WLC (Wholesale LendingNetwork) 20% 80%
Virtual Lendertrademark 90% 10%
Mortgagelocator.com 80% 20%
LoanPool.com 80% 20%
</TABLE>
Dated this 15th day of March, 1999.
Mortgage Internet Technologies, Inc. AmeriStar
Network, Inc.
Date: _________________________ Date:
____________________________
______________________________
_________________________________
David R. Werner / President O. Russell
Crandall Jr., / President
EXHIBIT A (WLC)
PAYMENT TERMS FOR THE Intellectual Properties Partial Assignment
DATED MARCH
22, 1999 BY AND
BETWEEN MORTGAGE INTERNET TECHNOLOGIES, INC. (MIT) AND AMERISTAR
NETWORK, INC.
(AMERISTAR)
AmeriStar hereby assigns 20% interest in the Wholesale Lending
Center (WLC) to
MIT as outlined
below:
D. WLC
REVENUE RIGHTS: 20% of all loan transaction fees and other fees
associated
with the WLC. Also, a
20% equity interest in any profits related to future sale of and
or licensing
of the WLC system.
This addendum will become effective immediately upon execution of
this Agreement.
Dated this 15th day of March 1999.
Mortgage Internet Technologies, Inc. AmeriStar
Network, Inc.
Date: _________________________ Date:
_______________________
____________________________
____________________________
David R. Werner / President O. Russell
Crandall Jr., / President
<SEQUENCE>?
[DESCRIPTION] LICENSE AGREEMENT
Mortgage Internet Technologies, Inc.
Wholesale Lending Center (WLC)
License Agreement
Mortgage Internet Technologies, Inc., (MIT) a corporation of the
State of
Nevada (the "Company") hereby grants to
AmeriStar Network, Inc.,(AmeriStar) a Delaware corporation, this
exclusive
license to the following intellectual
properties of MIT: (1) a 100% interest in the Wholesale Lender
Center computer
application (the "WLC") plug-in
located within (i) the Virtual Lendertrademark Business
Development Center.
This licensing agreement is subject to the terms
and conditions below.
AmeriStar will maintain participate in continued development of
the "WLC"
system in accordance with the provisions
of Paragraph 9 ("Maintenance Agreement") hereof, under the Terms
and
Conditions set out below. AmeriStar agrees
to pay a fee to MIT for their respective interest in the WLC
under the Terms
and Conditions below.
Parties to this Agreement are MIT and AmeriStar. The Intellectual
properties
and Documentation are collectively
referred to hereinafter as the "WLC". This writing constitutes
the sole and
entire Agreement and arrangement between
the Parties and is referred to as the "License agreement".
1. PAYMENT TERMS. The license fee for the WLC is a single payment
of One
Hundred and fifty thousand dollars
($150,000.00). Terms of the payment of the license fee are
outlined and
attached as exhibit "B" to this agreement.
2. SITE PREPARATION. The hardware, network, operating WLC
requirements and
related costs are the sole obligation
of AmeriStar. MIT shall provide AmeriStar with specifications
for all
computer equipment required by MIT for using
and developing the WLC. MIT will retain an exclusive contract
with AmeriStar
Network, Inc., to develop and service
the technology in accordance with the provisions of Paragraph 9
("Maintenance Agreement").
3. WLC LICENSE. MIT has developed and will continue to develop
and possess
all rights to the Virtual Lendertrademark
System. MIT grants to AmeriStar an exclusive license to the WLC
(See Addendum
A for a complete description). The
term is perpetual. AmeriStar acknowledges that the BDC and
related materials
are the property of MIT and are
copyrighted works, that they include trade secrets of MIT, and
that copyright
or proprietary notices shall be retained
in their exact form in the BDC. AmeriStar agrees to take
reasonable steps to
ensure that all persons (Users) having
access through it to the WLC will observe AmeriStar's obligations
relating to
the BDC.
4. DESCRIPTION OF THE WLC. The WLC is an area that is built into
the Virtual
Lender trademark Business Development Center.
By entering the business development center, the loan originator
may choose
the "Wholesale Network" button to access
a list of participating wholesale lending institutions.
Upon selecting a button, the loan originator will see the WLC
options on the
screen. The Loan originator currently has
the following options:
5. CONTINUATION OF BUSINESS. AmeriStar agrees that if AmeriStar
commits an act
of bankruptcy, ceases doing business,
or assigns all assets of AmeriStar's business, AmeriStar shall
provide MIT
with the first right of refusal to purchase
the WLC license and Documentation. In the event AmeriStar sells
or licenses
the WLC, MIT will receive a one time
license and Royalty fee of 5% of the total purchase price paid
for the license fee.
6. LIMITATION OF LIABILITY. In no event shall MIT be liable for
any indirect,
special, consequential or incidental
damages or lost profits, reimbursements or revenues arising out
of or related
to any failure of the WLC, or delay or
other default in the performance of services under this
Agreement, or the
performance of breach hereof, even if MIT
has been advised of the possibility thereof. AmeriStar shall be
solely
responsible for the selection, use, efficiency and
suitability of the WLC and its usage, and MIT shall have no
liability in
respect thereof.
7. INDEMNITY. MIT and AmeriStar acknowledge and agree that the
WLC is
currently not developed; AmeriStar is
solely responsible and liable for delivering and maintaining
proper records
and MIT has no responsibility or liability
in respect thereof. AmeriStar releases and discharges and shall
indemnify and
hold harmless MIT and its
representatives from and against any and all claims actions,
liabilities,
damages, losses, costs and expenses including
attorney's fees, costs and expenses made by persons other than
AmeriStar for
any matter arising out of or relating to
AmeriStar's provision of wholesale Lending services and use of
the WLC.
MIT shall indemnify and hold harmless AmeriStar and its
representatives from
and against any and all claims actions,
liabilities, damages, losses, costs and expenses including
attorney's fees,
costs and expenses made by persons for any
matter relating to the use, possession, or licensing of the WLC
arising out of
or relating to MIT's infringement or
unauthorized distribution, licensing or development of the WLC.
8. CUSTOMER'S REMEDIES. Except as provided in Paragraph 6,
AmeriStar's remedy
in respect to this Agreement,
regardless of the form of action, whether in contract or tort, is
limited to
replacement or repair of the WLC, at the
discretion of MIT. Except as provided in Paragraph 6, in no event
shall MIT's
liability hereunder exceed the price of
the WLC to AmeriStar and or any license fees paid.
9. MAINTENANCE AGREEMENT. The Maintenance Agreement between MIT
and AmeriStar
embodies the following terms
and conditions:
MIT will have
available Technical Resource
Staff responsible for hardware installation and maintenance,
operating WLC and
network installation, workstation
configuration, and modem support according to the terms of the
Maintenance agreement.
void and
without force or effect.
12. MISCELLANEOUS. This Agreement between the parties (including
attachments
hereto) is the sole agreement between
the parties relating to the subject matter hereof and supersedes
all prior
agreements and representations, oral or written.
This Agreement may be amended only in writing signed by both
parties. The
substantive laws of the State of Nevada
govern this Agreement.
13. EXECUTION. This agreement along with addendum "A" and exhibit
"B"
constitute the Licensing Agreement. The
below-signed parties hereby state that they have read the
foregoing Agreement
and accept it and agree to be bound by
it on the date indicated.
Mortgage Internet Technologies, Inc. AmeriStar
Network, Inc.
Date: _________________________ Date:
____________________________
______________________________
_________________________________
David R. Werner / President O. Russell
Crandall Jr., /
President
EXHIBIT A (WLC)
PAYMENT TERMS FOR THE LICENSE AGREEMENT DATED MARCH 11, 1999 BY
AND BETWEEN
MORTGAGE INTERNET
TECHNOLOGIES, INC. (MIT) AND AMERISTAR NETWORK, INC. (AMERISTAR)
The license fee for the WLC is a single payment of One Hundred
and fifty
thousand dollars ($150,000.00). Payable
under the following terms below.
AmeriStar has already paid MIT $31,000.00 towards the purchase of
this license
agreement. MIT agrees to carry the
balance due to MIT of $119,000 under the following payment terms.
5) Any prior payments made to MIT will be credited to the total
pro-rata
percentage of ownership and rights of this
license agreement. As such, at the time of execution of this
agreement,
AmeriStar has paid $31,000.00 to MIT
towards the purchase of this license as a result of this
payment, AmeriStar
currently owns 20.66 percent of the
100% interest in this WLC license agreement and are entitled to
that pro-rata
percentage of profits and all rights
associated with this license agreement.
6) The balance of the payment due to MIT is $119,000.00. The
terms of this
balance will be paid as follows and all
payments will be credited pro-rata to the license. All prior
and future
payments will be credited to this agreement
and are hereby equity interest in this agreement.
a) AmeriStar agrees to pay MIT no less than 50% of all
moneys raised
through their existing fund raising
efforts until the remaining balance due on this agreement
is paid in full.
b) AmeriStar will make available to MIT any financials
regarding such fund
raising efforts from time to
time to assure MIT of their intent to fulfill their
financial obligation to MIT.
c) If the total balance is not paid in full, whatever
percentage has been
paid will be credited pro-rata to the
balance due to MIT and deemed AmeriStar's share of this
license agreement and
will be subject to
limitations of rights as such shared interest with MIT.
This addendum will become effective immediately upon execution of
the License Agreement.
Dated this 11th day of March 1999.
Mortgage Internet Technologies, Inc. AmeriStar
Network, Inc.
Date: _________________________ Date:
_______________________
____________________________
____________________________
David R. Werner / President O. Russell
Crandall Jr., /
President
<SEQUENCE>?
[DESCRIPTION] Maintenance Agreement to the AmeriStar License
Agreement
MAINTENANCE AGREEMENT TO THE AMERISTAR LICENSE AGREEMENT
FOR DEVELOPMENT AND ONGOING MAINTENANCE OF THE WLC, VIRTUAL
LENDER, MORTGAGE
LOCATOR, LOAN
POOL.
This maintenance agreement is between AmeriStar Network, Inc.
(AmeriStar) and
Mortgage Internet Technologies,
Inc. (MIT) It's purpose is to outline the services MIT will
provide to
AmeriStar for the purpose of developing the
WLC, VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL software that
AmeriStar has
purchased exclusive
percentage rights to in two prior agreements dated March 11, 1999
and April
5th, 1999. MIT will have an exclusive
right to provide these services to AmeriStar for the duration of
this agreement.
The annual fee for this Maintenance Agreement is $1,500,000.00
(One Million
five hundred thousand dollars) This
maintenance agreement includes all phases of development costs
related to the
scope of the WLC, VIRTUAL
LENDER, MORTGAGE LOCATOR, LOAN POOL and includes ongoing
servicing costs in
addition to technical
support, hardware support, development support and marketing
support. These
fees may be adjusted through mutual
agreement by both parties.
The annual fee for these services have been determined according
to the extent
of development and servicing required
by AmeriStar and MIT to operate the WLC, VIRTUAL LENDER, MORTGAGE
LOCATOR,
LOAN POOL. MIT will
require 1/4 of the maintenance agreement fees upon execution of
this agreement
and the remaining balance will be paid
monthly to MIT prorated over a 12-month period. All invoices
shall be due and
payable in full thirty (30) days from
the date such invoice is received by AmeriStar.
The Maintenance Agreement is effective for the term of this
license agreement,
MIT will appoint a WLC, VIRTUAL
LENDER, MORTGAGE LOCATOR, LOAN POOL Administrator responsible for
WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL configuration. Russ Crandall will act
as Liaison
to MIT; The WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL Administrator and/or
Liaison will
be available to
AmeriStar and/or AmeriStar's support organization to assist in
diagnosing
operator errors and perform general WLC,
VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL maintenance. MIT will
have
available Technical
Resource Staff responsible for hardware installation and
maintenance,
operating WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL and network installation, workstation
configuration, and modem support
according to the terms of the Maintenance agreement.
MIT will make a good faith effort to respond within twenty-four
(24) hours to
the WLC, VIRTUAL LENDER,
MORTGAGE LOCATOR, LOAN POOL support needs of AmeriStar via phone,
Internet,
email or modem.
MIT will attempt in good faith to correct all WLC, VIRTUAL
LENDER, MORTGAGE
LOCATOR, LOAN POOL
errors, provided that AmeriStar and MIT can reproduce the error.
Errors shall
mean any substantial deviation in how
the WLC, VIRTUAL LENDER, MORTGAGE LOCATOR, LOAN POOL functions
when compared
to the
Documentation.
This Maintenance agreement is a constituent part of this WLC,
VIRTUAL LENDER,
MORTGAGE LOCATOR,
LOAN POOL License, and is otherwise subject to the terms and
conditions hereof.
This agreement will adjust annually as the development and the
WLC, VIRTUAL
LENDER, MORTGAGE
LOCATOR, LOAN POOL system matures. 60 days prior to the annual
renewal date,
AmeriStar and MIT will
meet to determine the annual project needs at which time, a new
annual budget
will be established and agreed
upon by both parties, at which time, this agreement may renew for
an
additional 12 months for a total of no less
than 24 month (2 years).
AmeriStar is solely responsible and liable for delivering and
maintaining
proper records and MIT has no
responsibility or liability in respect thereof. AmeriStar
releases and
discharges and shall indemnify and hold
harmless MIT and its representatives from and against any and all
claims
actions, liabilities, damages, losses, costs
and expenses including attorney's fees, costs and expenses made
by persons
other than AmeriStar for any matter
arising out of or relating to AmeriStar's provision of wholesale
Lending
services and use of the WLC, VIRTUAL
LENDER, MORTGAGE LOCATOR, LOAN POOL, VIRTUAL LENDER, MORTGAGE
LOCATOR, LOAN
POOL.
The parties herin acknowledge their full and complete
understanding and
agreement of the terms and conditions
contained herein and represent that they have the authority to
execute this
agreement making the terms and
conditions binding as set forth.
Dated this ________ day of ______ 1999.
Mortgage Internet Technologies, Inc. AmeriStar
Network, Inc.
By: ___________________________ By:
_____________________________
Title: _________________________ Title:
____________________________
