UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
FreePCSQuote.Com
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its charter)
Nevada 88-0420306
------ ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4395 Polaris Avenue, Las Vegas, Nevada 89103
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(Address of principal executive offices) (zip code)
Issuer's telephone number: (702) 493-9698
--------------
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares authorized,
1,970,000 issued and outstanding as of May 3, 1999.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Part I .....................................................................3
Item 1. Description of Business................................3
Item 2. Management's Discussion and Analysis or Plan of
Operation .............................................8
Item 3. Description of Property...............................10
Item 4. Security Ownership of Management and Others and
Certain Security Holders .............................11
Item 5. Directors, Executives, Officers and Significant
Employees.............................................12
Item 6. Executive Compensation................................12
Item 7. Certain Relationships and Related Transactions........12
Part II ............... ...............................................13
Item 1. Legal Proceedings.....................................13
Item 2. Market for Common Equity
and Related Stockholder Matters.. 13
Item 3. Recent Sales of Unregistered Securities...............14
Item 4. Description of Securities.............................14
Item 5. Indemnification of Directors and Officers.............15
Part F/S ..................................................................17
Item 1. Financial Statements..................................17
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure...................18
Part III ..................................................................18
Item 1. Index to Exhibits.....................................18
Item 2. Description of Exhibits...............................21
</TABLE>
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Part I
Item 1. Description of Business
A. Business Development and Summary
FreePCSQuote.Com ("FPCQ" or the "Company"), a Nevada corporation,
incorporated on February 18, 1999, is a development stage company with a
principal business objective to supply Internet data to users of alphanumeric
pagers and PCS telephones.
Alphanumeric pagers are portable wireless communication devices capable of
receiving and displaying transmissions in the form of numbers, letters, and
alphabetic symbols (such as $, #, and @). PCS telephones are portable wireless
telephones that operate on the PCS (Personal Communication Services) standard of
digital wireless communications. The PCS family of wireless services uses the
Global System for Mobile communications (GSM) digital technology, and offers the
ability to customize service to meet the needs of the user. Just like
alphanumeric pagers, PCS telephones are capable of receiving and displaying
transmissions in the form of numbers, letters, and alphabetic symbols. This
feature distinguishes PCS phones from regular cellular phones.
At the time of this filing, the Company does not provide any information
services. The Company will operate a world wide web site at FreePCSQuote.com.
The Companyand will offers a wide range of information services over the
Internet. These services will include: stock quotes, sports scores, weather
information, and personal reminders. The Company is dedicated to providing
information to alphanumeric pagers.
The Company will seeks to provide a broad spectrum of enhanced
personal
telecommunications services to businesses and individuals. The Company's
strategy over the next approximately twelve (12) to twenty-four (24) months
iswill be
to enhance and expand content offerings, expand its subscriber base, promote and
enhance brand awareness and capture and develop emerging revenue opportunities.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
Products and Services
The Company intends to provide information services on it's web site,
FreePCSQuote.com. These products will be provided via a reseller agreement with
a vendor of this type of information and will include the following product
lines:
WeatherWatch - A subscriber would be able to receive local forecasts
for over 500 U.S. and Canadian cities.
WeatherWatch PLUS - WeatherWatch PLUS adds severe weather watches and
warnings to the WeatherWatch service.
QuoteMinder - QuoteMinder will allow subscribers to receive quotes for
U.S. and Canadian stocks and stock indices. Users will be able to configure
triggers including time of day and price movements, limited to 10 symbols.
QuoteMinder PLUS - QuoteMinder PLUS adds unlimited number of stocks,
volume info, volume alerts and volume triggers to QuoteMinder.
DateMinder - This service allows subscribers to set up reminders with
personalized messages. One-time and recurring appointments can be scheduled.
LottoLine - Allows individuals to receive state lottery numbers for
over 35 states. Numbers are available for most games within each state.
NewsWire - Users can receive national, international, political,
business and technology news using pre-programmed summaries or powerful keyword
triggers.
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SportsCaster - Follow pro and college sporting events live, as they
happen, right on a pager or PCS phone. Between games, keep up with news on the
team too.
Horoscopes - Customers can get daily updates on their horoscopes
straight from the L.A. Times.
Telecommunications Market Opportunity
The Company believes new trends are affecting how and where people
access and absorb news and information. Business professionals are shifting
their news consumption from home to the office, where speed, timeliness and
efficiency are key requirements for the media they use. At the same time, new
technologies like cellular telephones, fax machines and pagers are accelerating
the pace of business and enabling people to work where and when they need to,
from home, office and in transit. These technologies are blurring the line
between personal and professional activities. As a result, people are
increasingly making purchase decisions in the work environment and business
people are emerging as "business consumers."
(2) Distribution Methods of the Products or Services
Management's objective is to build a leadership position in
personalized telecommunications services. The primary elements of the Company's
business strategy are as follows:
Establish and Expand Subscriber Base
The Company strives to be recognized as a leader in the market for
personalized telecommunications services catering to both businesses and
individuals. The Company believes that name recognition is an important
advantage in the telecommunications industry as products are generally available
from numerous sources and buyers must trust in a supplier's reliability and
credibility. To maximize customer awareness, expand its customer base cost
effectively and avoid reliance on any one source of customers, the Company seeks
to build brand recognition through multiple marketing channels, including, but
not limited to, internet promotion and advertising, joint ventures, strategic
partnerships, a referral program compensating business associates/existing
clients who refer new clients or projects, and direct contact via telephone,
mail and in person.
Enhance and Expand the Breadth and Depth of Customized Services
The Company intends to develop its array of personalized
telecommunications services. Current planned services include financial
information, sports information, weather forecasts, and personal reminders. The
Company believes these services will provide it with opportunities to attract
new subscribers.
Build Strong Brand Recognition
The Company believes that name recognition is an important advantage in
the telecommunications industry as products are generally homogeneous and buyers
must trust in a retailer's reliability and credibility. To maximize customer
awareness, expand its customer base cost effectively and avoid reliance on any
one source of customers, the Company seeks to build brand recognition through
multiple marketing channels:
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Web-based and traditional advertising. The Company intends to utilize
aggressive online advertising to promote both its brand name and specific
merchandising opportunities on a wide variety of Web sites, including major
content and service providers, targeted computer-related sites and niche,
special-interest sites. The Company also intends to conduct a more traditional
media-based advertising campaign that may include television, radio and print
advertising.
Linking and affiliate programs. To direct traffic to its Web site, the
Company plans to create inbound links that will connect directly to the
Company's Web site from other sites on the Web. These links, most of which the
Company expects to be free to the Company, will allow potential customers to
simply click on the link and become connected to the Company's Web site from
search engines, manufacturers' Web sites and community and affinity sites.
Direct online marketing. The Company plans to market directly to its
customers through electronic newsletters and intends to send targeted
merchandising e-mails to discrete segments of its customer database based on
purchasing history. The Company intends to continue to use the unique resources
of the Internet as a low-cost means of personalized marketing.
Pursue Strategic Acquisitions and Alliances
The Company believes that there are numerous opportunities to acquire
other businesses with established bases, compatible operations, experience with
additional or emerging telecommunications services and technologies, and
experienced management. The Company believes that these acquisitions, if
successful, will result in synergistic opportunities, and may increase the
Company's revenue and income growth. However, of this, the Company can give no
assurance. The Company intends to seek opportunities to acquire businesses,
services and/or technologies that it believes will complement its business
operations. The Company plans to seek opportunistic acquisitions that may
provide complementary technology, expertise or access to certain markets. In
addition, the Company may seek to acquire certain component technologies that
may provide opportunities to accelerate its service development efforts. No
specific acquisition candidates have been identified, however, and no assurance
can be given that any transactions will be effected, or if effected, will be
successful.
In addition, the Company may pursue strategic alliances with partners
who have established operations. As part of these joint venture agreements, the
Company may make investments in or purchase a part ownership in these joint
ventures. The Company believes that these joint venture relationships, if
successful, will result in synergistic opportunities, allowing the Company to
gain additional insight, expertise and penetration in markets where joint
venture partners already operate, and may increase the Company's revenue and
income growth. No specific joint venture agreements have been signed, however,
and no assurance can be given that any agreements will be effected, or if
effected, will be successful.
(3) Status of Any Announced New Product or Service
The Company has limited operating history. The Company was organized on
February 18, 1999. Activities to date have been limited primarily to
organization, initial capitalization, finding and securing an appropriate,
experienced management team and board of directors, the development of a
business plan, and commencing with initial operational plans.
As of May 3, 1999, the Company has developed a business plan, recruited
and retained a CEO, and established what steps need to be taken to achieve the
results set forth in this Registration Statement. As a start-up and development
stage company, the Company has no new products or services to announce.
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(4) Industry Background
Recent technological developments in the paging industry include new
paging services such as "confirmation" or "response" paging, narrowband PCS
voice paging, two-way paging and notebook and sub-notebook computer wireless
data applications. Industry sources estimate that there were approximately 43.1
million pagers in service in the United States at December 31, 1996, which were
serviced by over 2,000 licensed paging companies. Of these paging companies, the
ten largest serve approximately 80% of the total paging subscribers in the
United States. From 1990 through 1996, the number of pagers in service in the
United States grew at a compound annual rate of 27.0% and the number of pagers
in service is projected to grow at a compound annual rate of approximately 9.0%
from 1996 through 2001. Factors contributing to this growth include: (i)
declining costs of service; (ii) increasing consumer awareness of the benefits
of mobile communications; (iii) introduction of new or enhanced paging equipment
and services; and (iv) expanding channels of distribution.
Recent technological developments in the wireless communications
industry have allowed providers to offer new and enhanced services. For example,
PCS providers are currently offering a variety of personal telecommunications
services, many of which are similar to the Company's services. According to a
1998 Price Waterhouse survey, total PCS subscribers in the United States are
projected to grow from less than 1 million in 1997 to approximately 45 million
by 2001. These subscribers will use services provided through several different
types of PCS technology, including time division multiple access, code division
multiple access and newly developed PCS technologies using the 1910 MHz to 1930
MHz band. Current PCS-based service offerings include advanced paging and
messaging for voice and data, including two-way messaging and facsimile
transmission, next-generation mobile telephone service and two-way voice, data
and video communications. Future PCS-based service offerings are expected to
include personal digital assistants, portable facsimile machines, wireless
replacements for portions of the wireline telephone network and other kinds of
short-range communications.
The Company believes that future developments in the paging and
wireless communications industry will include: (i) technological improvements
that permit increased service and applications to a wider market on a
cost-effective basis; (ii) consolidation of smaller, single-market operators
into larger, multi-market paging companies; and (iii) increased numbers of
pagers in service, as a result of general expansion into consumer and retail
markets.
(5) Raw Materials and Suppliers
The Company is a telecommunications service business, and thus does not
use raw materials or have any significant suppliers.
(6) Customers
The Company will provide personalized telecommunications services to
wireless customers worldwide. The Company plans to reach these customers via
direct mail, telemarketing, the Internet and the referral process. As of May 3,
1999, no sales revenues have been generated by the Company. In addition, the
Company does not expect to generate any sales revenues in the foreseeable
future. The Company does not anticipate that its revenues will be dependent,
however, on any one or even a few major customers once its revenues begin,
however.
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(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company does not currently own any patents on its technologies. New
proprietary technological advancements will be being protected as trade secrets
until appropriate measure can be taken for protection. The Company believes,
however, that its success and ability to compete is dependent in part on the
protection of its potential trademarks, trade names, service marks, patents and
other proprietary rights and technology. The Company intends to rely on trade
secret, patent and copyright laws to protect the intellectual property that it
plans to develop, but there can be no assurance that such laws will provide
sufficient protection to the Company, that others will not develop products,
technology and services that are similar or superior to those of the Company's,
or that third parties will not copy or otherwise obtain and use the Company's
proprietary technology without authorization.
Policing unauthorized use of the Company's proprietary and other
intellectual property rights, in the future, could entail significant expense
and could be difficult or impossible. In addition, there can be no assurance
that third parties will not bring claims of copyright, patent or trademark
infringement against the Company or claim that certain of the Company's
products, technology, processes or features violates a patent. There can be no
assurance that third parties will not claim that the Company has misappropriated
their creative ideas or formats or otherwise infringed upon their proprietary
rights. Any claims of infringement, with or without merit, could be time
consuming to defend, result in costly litigation, divert management attention,
require the Company to enter into costly royalty or licensing arrangements to
prevent the Company from using important technologies or methods, any of which
could have a material adverse effect on the Company's business, financial
condition or operating results.
(8) Regulation
The Company is not currently subject to direct regulation by any
domestic or foreign governmental agency, other than regulations applicable to
businesses generally, and laws or regulations applicable to the
telecommunications industry. However, due to the increasing popularity and use
of the Internet and other telecommunication services, it is possible that a
number of laws and regulations may be adopted with respect to the Internet or
other telecommunications services covering issues such as user privacy, pricing,
content, copyrights, distribution and characteristics and quality of products
and services. Furthermore, the growth and development of the market for
personalized telecommunicaitons services may prompt calls for more stringent
consumer protection laws that may impose additional burdens on those companies
conducting business online. The adoption of any additional laws or regulations
may decrease the growth of the Internet or telecommunications industry, which
could, in turn, decrease the demand for the Company's products and services and
increase the Company's cost of doing business, or otherwise have an adverse
effect on the Company's business, prospects, financial condition and results of
operations.
Liability for Information Retrieved from or Transmitted
Materials may be downloaded and publicly distributed by the
telecommunications services operated or facilitated by the Company. These
activities could result in potential claims against the Company for defamation,
negligence, copyright or trademark infringement or other claims based on the
nature and content of such materials. The government provides that no provider
or user of an interactive information service shall be treated as the publisher
or speaker of any information provided by another information content provider.
If any third-party material on the Company's Web site contains informational
errors, the Company may be sued for losses incurred in reliance on such
information. While the Company intends to reduce its exposure to such potential
liability through, among other things, provisions in member agreements, user
policies and disclaimers, the enforceability and effectiveness of such measures
are uncertain.
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(9) Effect of Existing or Probable Government Regulations
The Company believes that the regulations governing the
telecommunications industry will not have a material effect on its current
operations. However, due to rapid changes in the way information is transmitted
and reviewed, various federal and state agencies may propose new legislation
which may adversely affect the Company's business, financial condition and
results of operations.
(10) Research and Development Activities
The market for telecommunications services and equipment has
historically been characterized by frequent technological advances, evolving
industry standards and escalating customer expectations. As a result, management
believes that the Company's future growth and success will be largely dependent
on its ability to develop or acquire products and services to meet the evolving
needs of its prospective clients. The Company anticipates that the long-term
success of its product offerings will require further product development. The
Company expects to continually evaluate its products and services to determine
what additional products or enhancements are required by the marketplace. The
Company plans to develop and enhance its products and services internally to
meet clients' needs, but if the Company can purchase or license proven products
or services at reasonable costs it will do so in order to avoid the time and
expense involved in developing such products or services.
The Company has yet to incur any research and development costs from
February 18, 1999 (date of inception) through May 3, 1999.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental
laws which would effect its operations.
(12) Employees
As a start up company in the research and development phase - in order
to more prudently manage the Company's limited resources, the Company presently
has no (0) full time employees and one (1) part time employee. The Company's
employee is currently not represented by a collective bargaining agreement, and
the Company believes that its relations with its employee are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately three month operating period ended May 3, 1999,
the Company incurred a net loss of $1,583.00 for selling, general and
administrative expenses related to start-up operations. It has yet to receive
any revenues from operations. On March 12, 1999, approximately three (3)
founding shareholders purchased 1,650,000 shares of the Company's authorized
treasury stock for cash. This original stock offering was made pursuant to
Nevada Revised Statues Chapter 90.490. Additionally, in April of 1999, the
Company completed an offering of three hundred twenty thousand (320,000) shares
of the Common Stock of the Company to approximately twenty three (23)
unaffiliated shareholders. This offering was made in reliance upon an exemption
from the registration provisions of Section 4(2) of the Securities Act of 1933,
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as amended, pursuant to Regulation D, Rule 504 of the Act. As of the date of
this filing, the Company has one million nine hundred seventy thousand
(1,970,000) shares of its $0.001 par value common voting stock issued and
outstanding which are held by approximately twenty six (26) shareholders of
record. Management fully anticipates that the proceeds from the sale of all of
the Common Shares sold in the public offering delineated above will be
sufficient to provide the Company's capital needs for the next approximately six
(6) months to twelve (12) months. Such capital needs are estimated at $8,000.
The Company currently has no arrangements or
commitments for accounts and
accounts receivable financing. There can be no
assurance that any such
financing can be obtained or, if obtained, that it will
be on reasonable terms.
This is a development stage company. The Company believes that its
initial revenues will be primarily dependent upon the Company's ability to cost
effectively and efficiently provide personalized telecommunications services to
wireless communications customers. The Company designates as its priorities for
the first twelve months of operations as developing and marketing its
information services to establish its business in the telecommunications market.
Realization of sales of the Company's products, services and/or technology
during the fiscal year ending December 31, 2000 is vital to its plan of
operations. There can be no assurance that the Company will be able to compete
successfully or that the competitive pressures the Company may face will not
have a material adverse effect on the Company's business, results of operations
and financial condition. Additionally, a superior competitive technology or
product could force the Company out of business.
As of May 3, 1999, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the next
approximately six (6) months.
(2) No engineering, management or similar report has been prepared or provided
for external use by the Company in connection with the offer of its securities
to the public.
(3) Management believes that the Company's future growth and success will be
largely dependent on its ability to develop or acquire products and technology
to meet the evolving needs of its prospective customers. The Company believes
that the long-term success of its product offerings and technology will not
require substantial research and development.
The Company has yet to incur any research and development costs from
February 18, 1999 (date of inception) through May 3, 1999. In addition, the
Company does not anticipate incurring any substantial research and development
costs through the fiscal and calendar year ending December 31, 1999.
(4) The Company currently does not expect to purchase or sell any of its
facilities or equipment.
(5) Management does not anticipate any significant changes in the number of
employees over the next approximately six (6) months.
B. Segment Data
As of May 3, 1999, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
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Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 4395 Polaris
Avenue, Las Vegas, Nevada 89103. The office space is provided by the sole
officer and director of the Company at no cost to the Company. The Company does
not have any additional facilities. Additionally, there are currently no
proposed programs for the renovation, improvement or development of the
properties currently being utilized by the Company.
B. Investment Policies
Management of the Company does not currently have policies regarding
the acquisition or sale of assets primarily for possible capital gain or
primarily for income. The Company does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by (i)
each director, (ii) each executive officer, (iii) the directors and officers of
the Company as a group, (iv) and each person known by the Company to own
beneficially more than five percent (5%) of the Common Stock. Unless otherwise
indicated, the owners have sole voting and investment power with respect to
their respective shares.
<TABLE>
<CAPTION>
Amount
Title Name and Address Of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ----- --------------- -------- ----- -----
<S> <C> <C>
Common Eric Borgeson President 750,000 38.07%
& CEO
Common Janeva Corporation* N/A 450,000 22.84%
Common Campbell Mello Associates** N/A 450,000 22.84%
Common All Executive Officers and 750,000 38.07%
Directors as a Group (1 Persons)
</TABLE>
* Bert K. Blevins III is the sole officer, director, and controlling shareholder
of Janeva Corporation, and as such, is the only natural person who shares
beneficial ownership of the shares of the issuer attributed to Janeva
Corporation.
** The officers of Campbell Mello Associates, Inc. include Anthony M. Mello III
(President, Chief Executive Officer, Secretary, and Treasurer), Glen E.
Greenfelder, Jr. (Executive Vice President), and Antony Michel Santos (Vice
President, Regulatory Compliance). The directors of Campbell Mello Associates,
Inc. are Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and
Donald K. Miner. The shareholders of Campbell Mello Associates, Inc. include
Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and Donald K.
Miner. Anthony M. Mello III, Glen E. Greenfelder, Jr., Michael Kelly, and Donald
K. Miner
B. Persons Sharing Ownership of Control of Shares
No person other than Eric Borgeson, Janeva Corporation and Campbell
Mello Associates owns or shares the power to vote ten percent (10%) or more of
the Company's securities.
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C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
Name Age Position
- ------------- --- ----------------
Eric Borgeson 24 President & CEO
B. Work Experience
Eric Borgeson, CEO and Chairman of the Board For the last five years
Mr. Borgeson has worked for Passkey Systems, a direct mail company in
Las Vegas, NV. (Passkey Systems is not affiliated with
FreePCSQuote.com, Janeva Corporation, or Campbell Mello Associates.)
Mr. Borgeson brings 4
years of technical and Internet expertise as well as keen marketing skills to
the management of the Company. He brings an understanding of the need for fast
information due to the coordination and involvement with fantasy sports leagues.
He also is a versed day trader and recognizes the importance of stock quotes and
information driven in a personal, easy to use fashion.
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No director, officer, significant employee or consultant has been convicted
in a criminal proceeding, exclusive of traffic violations.
(2) No director, officer, or significant employee has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
(3) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.
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Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its
executive officer but expects to sign employment agreements with each in the
next approximately six (6) months. All executive officers of the Company prior
to May 3, 1999 did not draw a formal salary from the Company. Over the next
twelve months, however, each executive officer is expected to draw the following
annual compensation. The Company does not currently have a stock option plan.
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
-------------------- ------------------------- ------------
Eric Borgeson President and CEO $6,000
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the
Company was compensated for the period from February 18, 1999 to May 3, 1999 for
any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only director is its
current executive officer who is already drawing a salary for the management of
the Company.
Item 7. Certain Relationships and Related Transactions
Because of the development stage nature of the Company and its
relatively recent inception, February 18, 1999, the Company has no relationships
or transactions to disclose.Campbell Mello Associates, Inc. was retained by
FreePCSQuote.com, Inc. to prepare its initial Regulation D, Rule 504 offering
document, as well as to prepare its Form 211 Information statement and the Form
10-SB Registration Statement. In exchange, Campbell Mello Associates, Inc. was
paid a monetary sum along with 450,000 shares of common stock in the Company.
eCom Corporation is an Internet service provider to FreePCSQuote.com.
eCom Corporation provides its services to the Company at cost.
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Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does
it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the OTC
Bulletin Board or any other formal or national securities exchange. Being a
start-up company, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
common stock.
(ii) There is currently no common stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of May 3, 1999, the Company had approximately 26 stockholders of
record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does
not anticipate paying dividends in the immediate foreseeable future. The board
of directors of the Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends after giving
consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as the
Company may determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
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E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company
is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
In April of 1999, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the Securities
Act of 1933, as amended, whereby it sold 320,000 shares of the Common Stock of
the Company to 23 unaffiliated shareholders of record. The Company filed an
original Form D with the Securities and Exchange Commission on or about May 19,
1999. As of May 3, 1999, the Company has 1,970,000 shares of common stock issued
and outstanding held by 26 shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the board of directors of the Company may from time
to time determine.
ii. Voting Rights - each holder of the Company's common stock are entitled
to one vote for each share held of record on all matters submitted to the vote
of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the shares
voting for the election of the directors can elect all the directors. The board
of directors may issue shares for consideration of previously authorized but
unissued common stock without future stockholder action.
iii. Liquidation Rights - upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available for
distribution to such holders.
iv. Preemptive Rights - holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - no shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however, require
14
<PAGE>
regulation of beneficial owners of more than 5% of the voting securities.
Stockholders that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common
stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows: Every director, officer, or employee of the
Corporation shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonably incurred by or imposed upon
him/her in connection with any proceeding to which he/she may be made a party,
or in which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of the
Corporation, partnership, joint venture, trust or enterprise, or any settlement
thereof, whether or not he/she is a director, officer, employee or agent at the
time such expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance or
malfeasance in the performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being for the best
interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide
to any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the provisions of this
Article. However, the Company has yet to purchase any such insurance and has no
plans to do so.
The Articles of Incorporation of the Company states that a director or
officer of the corporation shall not be personally liable to this corporation or
its stockholders for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the liability of a
director or officer for (i) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by stockholders of the
corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every
person who was or is a party to, or is threatened to be made a party to, or is
involved in any such action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact that he or she, or a
person with whom he or she is a legal representative, is or was a director of
the corporation, or who is serving at the request of the corporation as a
director or officer of another corporation, or is a representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
15
<PAGE>
State of Nevada from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a contract right which may be
enforced in any manner desired by such person. The expenses of officers and
directors incurred in defending a civil suit or proceeding must be paid by the
corporation as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he or she is not entitled to be indemnified
by the corporation. Such right of indemnification shall not be exclusive of any
other right of such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
16
<PAGE>
<TABLE>
<CAPTION>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
<S> <C>
a) FreePCSQuote.Com Page
Report of Barry Freidman, CPA F-1
Balance Sheet as of May 3, 1999 F-2
Statement of Operations for the period from
February 18, 1999 through
May 3, 1999 F-4
Statement of Stockholder's Equity for the period from
February 18, 1999
through May 3, 1999 F-5
Statement of Cash Flows for the period from
February 18, 1999 through
May 3, 1999 F-6
Notes to Financial Statements F-7
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time
d) Pro-forma Financial Information is not provided at this time as it is
not applicable at this time
</TABLE>
Item 2. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure
None -- Not Applicable.
17
<PAGE>
FreePCSQuote.Com
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
May 3, 1999
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
INDEPENDENT AUDITORS' REPORT...............................................F-1
BALANCE SHEET .............................................................F-2
STATEMENT OF OPERATIONS....................................................F-3
STATEMENT OF STOCKHOLDERS' EQUITY .........................................F-4
STATEMENT OF CASH FLOWS ...................................................F-5
NOTES TO FINANCIAL STATEMENTS ............................................F6-7
18
<PAGE>
BARRY L. FRIEDMAN, RC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS'REPORT
----------------------------
Board Of Directors May 20, 1999
FreePCSQuote.Com
Las Vegas, Nevada
I have audited the Balance Sheet of FreePCSQuote.Com, (A
Developmental Stage Company), as of May 3, 1999, and the related Statements of
Operations, Stockholders' Equity and Cash Flows for the period February 18,
1999, (inception) to May 3, 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the 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 th overall financial
statement presentation. I believe that my audit provides a reasonable basis for
my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of FreePCSQUOTE.Com,
(A Developmental Stage Company), as of May 3, 1999, and the results of its
operations and cash flows for the period February 18, 1999, (inception) to May
3, 1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has had no operations and has no established
source of revenue. This raises substantial doubt about its ability to continue
as a going concern. Management's plan in regard to these matters are also
described in Note #3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/Barry L. Friedman
--------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE>
FreePCSQuote.Com
(A Developmental Stage Company)
May 3, 1999
BALANCE SHEET
-------------
ASSETS
------
CURRENT ASSETS:
Cash $ 6,187
--------
TOTAL CURRENT ASSETS $ 6,187
--------
OTHER ASSETS:
Organization Costs (Net) $ 280
--------
TOTAL OTHER ASSETS $ 280
--------
TOTAL ASSETS $ 6,467
========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Officers Advances (Note #6) $ 0
- --------
TOTAL CURRENT LIABILITIES $ 0
--------
STOCKHOLDERS' EQUITY:
Preferred Stock,$.001 par value
authorized 5,000,000 shares
issued and outstanding at
May 3, 1999-None $ 0
Common stock, $.001 par value
authorized 20,000,000 shares
issued and outstanding at
May 3, 1999-1,970,300 shares 1,970
Additional paid-in capital 6,080
Deficit accumulated during
development stage (1,583)
--------
TOTAL STOCKHOLDER'S EQUITY $ 6,467
--------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 6,467
========
See accompanying notes to financial statements & audit report
F-2
<PAGE>
FreePCSQuote.Com
(A Developmental Stage Company)
February 18, 1999,(Inception) to May 3, 1999
STATEMENT OF OPERATIONS
-----------------------
INCOME:
Revenue $ 0
---------
EXPENSES:
Accounting $ 800
Amortization 15
Consulting Fees 500
Cusip Fees 130
Filing Fees 85
Office Expense 53
---------
TOTAL EXPENSES $ 1,583
---------
NET LOSS $(1,583)
=========
Weighted average
number of common
shares outstanding 1,970,000
=========
Net Loss
Per Share $(.0008)
=========
See accompanying notes to financial statements & audit report
F-3
<PAGE>
FreePCSQuote.Com
(A Developmental Stage Company)
May 3, 1999
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
Deficit
accumulated
Common Stock Additional during
---------------- paid-in development
Shares Amount capital stage
------ ------ ------- -----------
March 12, 1999
issued for cash 1,650,000 $ 1,650 $ 0 $ 0
April 5, 1999
public offering
for cash 295,000 295 5,605
for corporate
services 25,000 25 475
Net loss,
February 18, 1999
(inception) to
May 3, 1999 (1,583)
--------- --------- --------- ----------
Balance,
May 3, 1999 1,970,000 $ 1,970 $ 6,080 $ (1,583)
========= ========= ========= ==========
See accompanying notes to financial statements & audit report
F-4
<PAGE>
FreePCSQuote.Com.
(A Developmental Stage Company)
February 18, 1999,(Inception) to May 3, 1999
STATEMENT OF CASH FLOWS
-----------------------
Cash Flows from
Operating Activities:
Net loss $ (1,583)
Amortization 15
Issue common stock for
Corporate Services 500
Changes in assets and
liabilities:
Organization Costs (295)
Cash Flows from
Investing Activities: 0
Cash Flows from
Financing Activities:
Sale of Common Stock 7,550
--------
Net increase in cash $ 6,187
Cash,
Beginning of period 0
--------
Cash,
End of period $ 6,187
========
See accompanying notes to financial statements & audit report
F-5
<PAGE>
FreePCSQuote.Com
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
May 3, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized February 18, 1999, under the laws of the
State of Nevada, as FreePCSQuote.Com. The Company has yet to generate any
revenues and in accordance with Statement of Financial Accounting Standards No.
7 (SFAS #7), the Company is considered a developmental stage company.
On March 12, 1999, the company issued 1,650,000 shares of its $0.001
par value common stock for cash of $ 1,650.00 to its directors.
On April 5, 1999, the Company completed a public offering that was
exempt from federal registration pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended. The Company sold 295,000 shares of common
stock at a price of $0.02 per share for a total amount raised of $ 5,900.00. In
addition, the Company issued 25,000 shares of common stock for corporate
services to the Company valued at $0.02 per share or $ 50,0.00.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $ 295.00, is being amoritized over a
period of 60 months (February 18, 1999, through February 17, 2004).
3. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has yet to generate any
revenue. Additionally, the Company does not have significant cash or other
material assets, nor does it an established source of revenue sufficient to
cover its operating costs and to allow it to continue as a goin concern
indefinitely.
F-6
<PAGE>
FreePCSQuote-Com
(A Developmental Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
---------------------------------------
May 3, 1999
NOTE 3 - GOING CONCERN CONTINUED
It is the intent of the Company to seek to raise additional capital via a
private placement offering pursuant to Regulation "D", Rule 505/506, once the
Company is trading on the "Pink Sheets" or the OTC-BB. Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern. Until that time, the stockholders/officers and/or directors have
committed to advancing the operating costs of the Company interest free.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. A
director provides office services without charge. Such costs are immaterial to
the financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company plans to seek additional capital eventually through
a private offering, until that time, the stockholders/officers and/or directors
have committed to advancing the operating costs of the Company interest free. As
of May 3, 1999, the amount advanced is zero.
F-7
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed
February 18, 1999
(b) By-Laws of the Company adopted March 12, 1999
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
P-10. Material Contracts
Reseller Agreement between FreePCSQuote.com, Inc.
and OmniBrowse, Inc. Dated March 25, 1999.
(Filed in paper format under Form SE)
19
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
20
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of FreePCSQuote.Com ending
May 3, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
P-99. Additional Exhibits
FreePCSQuote.com, Inc. FORM D, Dated May 12, 1999
(filed in paper format under Form SE)
21
<PAGE>
Item 2. Description of Exhibits
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(c) Articles of Incorporation of the Company filed
February 18, 1999
(d) By-Laws of the Company adopted March 12, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
P-10. Material Contracts
Reseller Agreement between FreePCSQuote.com, Inc.
and OmniBrowse, Inc. Dated March 25, 1999.
(Filed in paper format under Form SE)
22
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings
can be clearly determined from the Statement of
Operations in the Company's financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
20. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
23
<PAGE>
Exhibit
Number Name and/or Identification of Exhibit
- ------ -------------------------------------
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of FreePCSQuote.Com ending
May 3, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
P-99. Additional Exhibits
FreePCSQuote.com, Inc., FORM D, Dated May 12, 1999
(filed in paper format under Form SE)
24
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
FreePCSQuote.Com
- --------------------------------------------------------------------------------
(Registrant)
Date: June 1, 1999
------------
By: /s/ Eric Borgenson
------------------
Eric Borgeson, Chairman of the Board, President and Chief Executive
Officer
-----------------------------------------------------------------------
25
FILED
IN THE OFFICE OF THE
SECRETARYOF STATE OF THE
STATE OF NEVADA.
FEB18 1999
No C3907-99
DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
FreePCSQuote.Com
1. Name of Company:
FreePCSQuote.Com
2. Resident Agent:
The resident agent of the Company is: Nevada Internet
Corporation 3110
S. Valley View,
Suite 105 Las Vegas,
Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1) who is Eric
Borgeson; 4395 Polaris Ave.; Las Vegas, NV 89103. This individual shall serve as
director until their successor or successors have been elected and qualified.
The number of directors may be increased or decreased by a duly adopted
amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall
have authority to issue shall consist of 20,000,000 shares of Common Stock
having a $.001 par value, and 5,000,000 shares of Preferred Stock having a
$.001 par value. The Common and/or Preferred Stock of the Company may be issued
from time to time without prior approval by the stockholders. The Common and/or
Preferred Stock may be issued for such consideration as may be fixed from time
to time by the Board of Directors. The Boar of Directors may issue such share
of Common and/or Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation
shall not have any preference, preemptive right or right of subscription to
acquire shares of the corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares authorized or
issued or to be authorized or issued, and convertible into shares of the
corporation, nor to any right of subscription thereto, other than to the
extent, if any, the Board of Directors in its sole discretion may determine
from time to time.
The Common Stock of the Corporation, after the amount of the
subscription price has been fully paid in, in money, property or services, as
the directors shall determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no Common Stock issued
as fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended to provide for such assessment.
26
<PAGE>
Incorporation Continued
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be
personally liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article shall not
eliminate or limit the liability of a director or officer for (i) acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
the law or (ii) the unlawful payment of dividends. Any repeal or modification
of this Article by stockholders of the corporation shall be prospective only.
and shall not adversely affect any limitation on the personal liability of a
director or officer of tile corporation for acts or omissions prior to such
repeal or modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or proceeding, whether
civil, criminal, administrative or investigative, by the reason of the fact
that he or she, or a person with whom he or she is a legal representative, is
or was a director of the corporation, or who is serving at the request of the
corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgments, fines, and
amounts paid or to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. The
expenses of officer and directors incurred in defending a civil suit or
proceeding must be paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under receipt of an
undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he or she
is not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law, or otherwise, as well as their rights under
this article.
Without limiting the application of the foregoing, the Board
of Directors may adopt ByLaws from time to time without respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase or
maintain insurance on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of Section 5
on the Assessment of Shares, this corporation reserves the right to amend,
alter, change, or repeal any provision contained in these Articles of
Incorporation or its By-Laws, in the manner now or hereafter prescribed by
statute or the Articles of Incorporation or said By-Laws, and all rights
conferred upon shareholders are granted subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers
conferred by statute. the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders,
to make. alter or repeal the By-Laws of the corporation;
27
BYLAWS
OF
FreePCSQuote.Com
a Nevada Corporation
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meetinig. The annual meeting of the stockholders
of the corporation shall be held on such date and at such time as designated
from time to time for the purpose or electing directors of the corporation and
to transact all business as may properly come before the meeting. If the
election of the directors is not held on the day designated herein for any
annual meeting of the stockholders, or at any adjournment thereof, the
president shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as is convenient.
Section 1.02 Special Meeting. Special meetings of the stockholders may
be called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 5 1 % of the
issued and outstanding voting shares of the capital stock of the corporation.
All business lawfully to be transacted by the stockholders may be
transacted at any special meeting or at any adjournment thereof. However, no
business shall be acted upon at a special meeting except that referred to in the
notice calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or in proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or our of the United States as the Board of Directors may
designate. A waiver of notice signed by the Stockholders entitled to vote may
designate any place for the holding of the meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all stockholders
of record written or printed notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting; which notice
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shall state the place, date, and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of the nominees, if any, to be presented for
election.
(b) In the case of any meeting, any proper business may be
presented for action, except the following items shall be valid only if the
general nature of the proposal is stated in the notice or written waiver of
notice:
(1) Action with respect to any contract or
transaction between the corporation and one or more of its directors or officers
or another firm, association, or corporation in which one of its directors or
officers has a material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation;
(3) Action with respect to the merger,
consolidation, reorganization, partial or complete
liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by
first class mail to each stockholder of record at the last known address
thereof, as the same appears on the books of the corporation, and giving of
such notice shall be deemed delivered the date the same is deposited in the
United State mail, postage prepaid. If the address of any stockholders does not
appear upon the books of the corporation, it will be sufficient to address such
notice to such stockholder at the principal office of the corporation.
(d) The written certificate of the person calling any
meeting, duly sworn, setting forth the substance of the notice, the time and
place the notice was mailed or personally delivered to the stockholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the
manner and the fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the stockholders of the
corporation waive notice of a meeting, no notice shall be required, and,
whenever all stockholders shall meet in person or by proxy, such meeting shall
be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.
Section 1.06 Determination of Stockholders of Record..
(a) The Board of Directors may at any time fix a future date
as a record date for the determination of the stockholders entitled to notice
of any meeting or to vote 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 other lawful action. The record date so fixed shall
not be more than sixty (60) days nor less than ten (10) days prior to the date
of such meeting nor more than sixty (60) days nor less than ten (10) days prior
to any other action. When a record date is so fixed, only stockholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution or allotment of rights, or to exercise their
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rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.
(b) If no record date is fixed by the Board of Directors,
then (I) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived at the close of business on the next day preceding the day on which the
meeting is held; (ii) the record date for action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day
on which the written consent is given; and (iii) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day in which the Board of Directors adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
Section 1.07 Voting .
(a) Each stockholder of record, or such stockholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each
share of voting stock standing registered in such stockholder's name on the
books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with
respect to shares standing in the name of an individual on that record date
(including pledged shares) shall be cast only by that individual or that
individual's duly authorized proxy or attomey-in-fact/ With respect to shares
held by a representative of the estate of a deceased stockholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon proof
of capacity, even though the shares do not stand in the name of such holder. In
the case of shares under the control of a receiver, the receiver may cast in
the name of the receiver provided that the order of the court of competent
jurisdiction which appoints the receiver contains the authority to cast votes
carried by such shares. If shares stand in the name of a minor, votes may be
cast only by the duly appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of such
appointment.
(c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such officer or agent as
the bylaws of such corporation prescribe or, in the absence of an applicable
bylaw provision, by such person as may be appointed by resolution of the Board
of Directors of such corporation. In the event that no person is appointed,
such votes of the corporation may be cast by any person (including the officer
making the authorization) authorized to do so by the Chairman of the Board of
Directors, President, or any Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein
contained, no votes may be cast by shares owned by this corporation or its
subsidiaries, if any. If shares are held by this corporation or its
subsidiaries, if any in a fiduciary capacity, no votes shall be cast with
respect thereto on any matter except to the extent that the beneficial owner
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thereof possesses and exercises either a right to vote or to give the
corporation holding the same binding instructions on how to vote.
(e) With respect to shares standing in the name of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a stockholder voting
agreement or otherwise and shares held by two or more persons (including proxy
holders) having the same fiduciary relationship with respect to the same shares,
votes may be cast in the following manner:
(1) If only one person votes, the vote of such
person binds all.
(2) If more than one person cast votes, the act of
the majority so voting binds all.
(3) If more than one person votes, but the vote is
evenly split on a particular matter, the votes shall
be deemed cast proportionately, as split.
(f) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case in the
election of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of the
holders of a majority of the voting shares represented at the meeting and
entitled to vote on the matter shall be the act of the stockholders, unless a
vote of greater number by classes is required by the laws of the State of
Nevada, the Articles of Incorporation or these Bylaws.
Section 1.08 Quorum Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the
issued and outstanding voting shares of the corporation represented in person or
by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding
voting shares are represented, a majority of shares so represented may adjourn
from time to time at the meeting, until holders of the amount of stock required
to constitute a quorum shall be in attendance. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a stockholder's meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced to the meeting to which the
adjournment is taken, unless the adjournment is for more than ten (10) days in
which event notice thereof shall be given.
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Section 1.09 Proxies. At any meeting of stockholders, any holder of
shares entitled to vote may authorize another person or persons to vote by proxy
with respect to the shares held by an instrument in writing and subscribed to by
the holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from or unless otherwise specified in the proxy. In
no event shall the term of a proxy exceed seven (7) years from the date of its
execution. Every proxy shall continue in full force and effect until expiration
or revocation. Revocation may be effected by filing an instrument revoking the
same or a duly executed proxy bearing a later date with the secretary of the
corporation.
Section 1.10 Order of Business. At the annual stockholder's
meeting, the regular order of business shall be as follows:
1. Determination of stockholders present and existence
of quorum;
2. Reading and approval of the minutes of the previous
meeting or meetings;
3. Reports of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order
named;
4. Reports of committees;
5. Election of directors;
6. Unfinished business;
7. New business; and
8. Adjournment.
Section 1. 11 Absentees' Consent to Meetings. Transactions of any
meetings of the stockholders are valid as though had at a meeting duly held
after regular call and notice of a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to consideration of matters not included in the
notice which are legally required to be included there), signs a written waiver
of notice and/or consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents, and approvals shall be filed with
the corporate records and made a part of the minutes of the meeting. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except that when the person objects at the beginning of the meeting is not
lawfully called or convened and except that attendance at the meeting is not a
waiver of any right to object to consideration of matters not included in the
notice is such objection is expressly made at the beginning. Neither the
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business to be transacted at nor the purpose of any regular or special meeting
of stockholders need be specified in any written waive of notice, except as
otherwise provided in section 1.04(b) of these bylaws.
Section 1.12 Action Without Meeting. Any action, except the election
of directors, which may be taken by the vote of the stockholders at a meeting,
may be taken without a meeting if consented to by the holders of a majority of
the shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.
Section 1.13 Telephonic Messages. Meeting of the stockholders may be
held through the use of conference telephone or similar communications equipment
as long as all members participating in such meeting can hear one another at the
time of such meeting. Participation in such meeting constitutes presence in
person at such meeting.
ARTICLE 11
DIRECTORS
Section 2.01 Number, Tenure, and Qualification. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least four (4) persons, who shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office or one (1) year or
until his or her successor or successors are elected and qualify. If, at any
time, the number of the stockholders of the corporation is less than
seventy-five (75), the Board of Directors may consist of fewer persons. A
director need not be a stockholder of the corporation.
Section 2.02 Resignation. Any director may resign effective upon
giving written notice to the Chairman of the Board of Directors, the president
or the secretary of the corporation, unless the notice specified at a later time
for effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board of
Directors or the stockholders may elect a successor to take office when the
resignation becomes effective.
Section 2.03 Change in Number. Subject to the limitations of the
laws of the State of Nevada, the Articles of Incorporation or Section 2.01 of
these Bylaws, the number of directors may be changed from time to time by
resolution adopted by the Board of Directors.
Section 2.04 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.
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Section 2.05 Removal.
(a) The Board of Directors of the corporation, by majority
vote, may declare vacant the office of a director who has been declared
incompetent by an order of a court of competent jurisdiction or convicted of a
felony.
(b) Any director may be removed from office, with or
without cause, by the vote or written consent of stockholders representing not
less than two-thirds of the issued and outstanding voting capital stock of the
corporation.
Section 2.06 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in the number of directors, or otherwise may be
filled by the stockholders at any regular or special meeting or any adjourned
meeting thereof (but not by written consent) or the remaining director(s) of the
affirmative vote of a majority thereof. Each successor so elected shall hold
office until the next annual meeting of stockholders or until a successor shall
have been duly elected and qualified.
(b) If, after the filling of any vacancy by the directors,
the directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of the stockholders to be
held to elect the entire Board of Directors. The term of office of any director
shall terminate upon the election of a successor.
Section 2.07 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders, the Board
of Directors, including directors newly elected, shall hold its annual meeting
without notice other than the provision to elect officers of the corporation and
to transact such further business as may be necessary or appropriate. The Board
of Directors may provide by resolution the place, date, and hour for holding
additional regular meetings.
Section 2.08 Special Meetings. Special meeting of the Board of
Directors may be called by the Chairman and shall be called by the Chairman upon
request of any two (2) directors or the president of the corporation.
Section 2.09 Place of Meetings. Any meeting of the directors of the
corporation may be held at the corporation's principal office in the State of
Nevada or at such other place in or out of the United States as the Board of
Directors may designate. A waiver of notice signed by the directors may
designate any place for holding of such meeting.
Section 2. 10 Notice of Meetings. Except as otherwise provided in
Section 2.07, the Chairman shall deliver to all directors written or printed
notice of any special meeting, at least 48 hours before the time of such
meeting, by delivery of such notice personally or mailing such notice first
class mail or by telegram. If mailed, the notice shall be deemed delivered two
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(2) business days following the date the same is deposited in the United States
mail, postage prepaid. Any director may waive notice to such a meeting, and the
attendance of a director at such a meeting shall constitute a waiver of notice
of such meeting, unless such attendance is for the express purpose of objecting
to the transaction of business thereat because the meeting is not properly
called or convened.
Section 2.11 Quorum, adjourned Meetings.
(a) A majority of the Board of Directors in office shall
constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum
is present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.
Section 2.12 Action without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all of
the members of the Board of Directors or of such committee. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee. Such action by written consent shall have the
same force and effect as the unanimous vot of the Board of Directors or
committee.
Section 2.13 Telephonic Meetings. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a -meeting
constitutes presence in person at such meeting. Each person participating in the
meeting shall sign the minutes thereof which may be in counterparts.
Section 2.14 Board Decisions. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 2.15 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of Directors is
invested with complete and unrestrained authority to manage the affairs of the
corporation, and is authorized to exercise for such purpose as the general
agent of the corporation, its entire corporate authority in such a manner as it
sees fit. The Board of Directors may delegate any of its authority to manage,
control or conduct the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be
agents of the corporation with such powers including the power to subdelegate,
and upon such terms as my be deemed fit.
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(b) The Board of Directors shall present to the stockholders
at annual meetings of the stockholders, and when called for by a majority vote
of the stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the stockholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of the
stockholders or any special meeting properly called for the purpose of
considering any such contract or act, provide a quorum is preset. the contract
or act shall be valid and binding upon the corporation and upon all stockholders
thereof, if approved and ratified by the affirmative vote of a majority of the
stockholders at such meeting.
Section 2.16 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board of Directors,
and shall be entitle to receive such compensation for their services as
directors as shall be determined form time to time by the Board of Directors of
any committee thereof.
Section 2.17 Board of Directors.
(a) At its annual meeting, the Board of Directors shall
elect, from among its members, a Chairman to preside at meetings of the Board of
Directors. The Board of Directors may also elect such other board officers as it
may, from time to time, determine advisable.
(b) Any, vacancy in any board office because of death,
resignation, removal or otherwise may be filled b the Board of Directors for the
unexpired portion of the term of such office.
Section 2.18 Order of Business. The order of business at any meeting
of the Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of minutes of any previous meeting or meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business; and
7. Adjournment.
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ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a President, a
Secretary and a Treasurer to hold office for a term of one (1) year and until
their successors are elected and qualified. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and
transfer agents of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.
Section 3.02 Removal ; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any office may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under contract to which the
resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired term or such office.
Section 3.04 President . The President shall be deemed the general
manager and executive officer of the corporation, subject to the supervision
and control of the Board of Directors, and shall direct the corporate affairs,
with full power to execute all resolutions and orders of the Board of Directors
not especially entrusted to some other officer of the corporation. The
President shall preside at all meetings of the stockholders and shall perform
such other duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President
shall have the full power and authority on behalf of the corporation to attend
and to act and to vote at meetings of the stockholders of any corporation in
which the corporation may hold stock and, at such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock. The Board of Directors, by resolution from time to time, may confer like
powers on an person or persons in place of the President to represent the
corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or
more Vice Presidents who shall be vested with all the powers and perform all the
duties of the President whenever the President is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.
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Section 3.06 Secretary . The Secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books provide for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the President in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general, perform all duties incident to the
office of the Secretary. All corporate books kept by the Secretary shall be open
for examination by any director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint
an Assistant Secretary who shall have such powers and perform such duties as may
be prescribed for him by the Secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The Treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the Treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all moneys to the credit of the corporation in such bank or banks or
other depository as the Board of Director may designate, and shall sign all
receipts and vouchers for payments by the corporation. Unless otherwise
specified by the Board of Directors, the Treasurer shall sign with the
President all bills of exchange and promissory notes of the corporation, shall
also have the care and custody of the stocks, bonds, certificates, vouchers,
evidence of debts, securities, and such other property belonging to the
corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these Bylaws, or by the Board of Directors to be
signed by the Treasurer. The Treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of all
moneys received and paid on account of the corporation and, whenever required
by the Board of Directors, the Treasurer shall render a statement of any or all
accounts. The Treasurer shall at all reasonable times exhibit the books of
account to any directors of the corporation and shall perform all acts incident
to the position of the Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors,
give bond to the corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance of all the
duties of Treasurer and for restoration to the corporation, in the event of the
Treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
Section 3.09. Assistant Treasurer. The Board of Directors may appoint
an Assistant Treasurer who shall have such powers and perform such duties as may
be prescribed by the Treasurer of the corporation or by the Board of Directors,
and the Board of Directors may require the Assistant Treasurer to give a bond to
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the corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of Assistant Treasurer, and for restoration
to the corporation, in the event of the Assistant Treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of the stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the President or a Vice-President and also
by the Secretary or an Assistant Secretary. Each certificate shall contain the
then name of the record holder, the number, designation, if any, class or
series of shares represented, a statement of summary of any applicable rights,
preferences, privileges or restrictions thereon, and a statement that the
shares are assessable, if applicable. All certificates shall be consecutively
numbered. The name, address and federal tax identification number of the
stockholder, the number of shares, and the date of issue shall be entered on
the stock transfer books of the corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those representing shares
of treasury stock, shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares hall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor. However, any stockholder
applying for the issuance of a stock certificate in lieu of one allege to have
been lost, stolen, destroyed or mutilated shall, prior to the issuance of a
replacement, provide the corporation with his, her or its affidavit of the
facts surrounding the loss, theft, destruction or mutilation and if required by
the Board of Directors, an indemnity bond in any amount and upon such terms as
the Treasurer, or the Board of Directors, shall require. In no case shall the
bond be in an amount less than twice the current market value of the stock and
it shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in the
certificates for outstanding shares of capital stock of the corporation or it
becomes desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
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new certificate for shares, the corporation shall issue an order for
stockholders of record, to surrender and exchange the same for new certificates
within a reasonable time to be fixed by the Board of Directors. The order may
provide that a holder of any certificate (s) ordered to be surrendered shall not
be entitled to vote, receive dividends or exercise any other rights of
stockholders until the holder has complied with the order, provided that such
order operates to suspend such rights only after notice and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid
as against the corporation except on surrender and cancellation of the
certificates therefor accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all certificates
for shares of stock to bear the signature of such transfer agent and such
registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be
transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the
power and authority to make such rules and regulations not inconsistent herewith
as it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends. Dividends may be declared, subject to the
provisions of the laws of the State of Nevada and the Articles of
Incorporation, by the Board of Directors at any regular or special meeting and
may be paid in cash, property, shares of the corporation stock, or any other
medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of these Bylaws, prior to the dividend payment for purpose of
determining stockholders entitled to receive payment of any dividend. The Board
of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.
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ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
is in the State of Nevada at 4395 Polaris Avenue, Las Vegas, NV 89103. The Board
of Directors may from time to time, by resolution, change the location of the
principal office within the State of Nevada. The corporation may also maintain
an office or offices at such other place or places, either within or without the
State of Nevada, as may be resolved, from time to time, by the Board of
Directors.
Section 6.02 Records. The stock transfer books and a certified copy of
the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes
of the proceedings of stockholders, the Board of Directors, and Committees of
the Board of Directors shall be kept at the principal office of the corporation
for the inspection of all who have the right to see the same and for the
transfer of stock. All other books of the corporation shall be kept at such
places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any stockholder or
stockholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report of the last fiscal year has been sent
to stockholders, such stockholder or stockholders may make a request for a
balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The statements
shall be delivered or mailed to the person making the request within thirty
(30) days thereafter. A copy of the statements shall be kept on file in the
principal office of the corporation for twelve (12) months, and such copies
shall be exhibited at al reasonable times to any stockholder demanding an
examination of them or a copy shall be mailed to each stockholder. Upon request
by any stockholder, there shall be mailed to the stockholder a copy of the last
annual, semiannual or quarterly income statement which it has prepared and a
balance sheet as of the end of the period. The financial statements referred to
in this Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection .
(a) The accounting and records and minutes of proceedings of
the stockholders and the Board of Directors shall be open to inspection upon the
written demand of any stockholder or holder of a voting trust certificate at any
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reasonable time during usual business hours for a purpose reasonably related to
such holder's interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of the
subsidiaries, if any, of the corporation. Such inspection may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.
(b) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records, and documents of every
kind and to inspect the physical properties of the corporation and/or its
subsidiary corporations. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise. Except when
otherwise specifically provided herein, any officer of the corporation shall
have the authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year-End. The fiscal year-end of the corporation
shall be such date as may be fixed from time to time by resolution by the Board
of Directors.
Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may modify
or abolish any such reserves in the manner in which they were created.
Section 6.08 Payments to Officers or Directors. Any payments made to
an officer or director of the corporation, such as salary, commission, bonus,
interest, rent or entertainment expense, which shall be disallowed by the
Internal Revenue Service in whole or in part as a deductible expense by the
corporation, shall be reimbursed by such officer or director to the corporation
to the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce repayment of each such amount disallowed. In lieu of
direct reimbursement by such officer or director, the Board of Directors may
withhold future compensation to such officer or director until the amount owed
to the corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General. Subject to Section 7.02, the corporation
shall indemnify any director, officer, employee or agent of the corporation, or
any person serving in any such capacity of any other entity or enterprise at the
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request of the corporation, against any and all legal expenses (including
attorneys' fees), claims and/or liabilities arising out of any action, suit or
proceeding, except an action by or in the right of the corporation.
Section 7.02 Lack of Good Faith, Criminal Conduct. The corporation
may, by shall not be required to, indemnify any person where such person acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, where there was not reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or settlement, conviction, or upon a ple of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, there was reasonable cause to believe that the conduct was
unlawful.
Section 7.03 Successful Defense of Actions. The corporation shall
reimburse or otherwise indemnify any director, officer, employee, or agent
against legal expenses (including attorneys' fees) actually and reasonably
incurred in connection with defense of any action, suit, or proceeding herein
above referred to, to the extent such person is successful on the merits or
otherwise.
Section 7.04 Authorization. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a determination
that indemnification is proper by:
(1) The stockholders;
(2) A majority vote of a quorum of the Board of
Directors, consisting of directors who were not parties to the action, suit, or
proceeding; or
(3) Independent legal counsel in a written opinion, if a
quorum of disinterested directors so orders or if a quorum of disinterested
directors so orders or if a quorum of disinterested directors cannot be
obtained.
Section 7.05 Advancing Expenses. Expenses incurred in defending any
action, suit, or proceeding may be paid by the corporation in advance of the
final disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.
Section 7.06 Continuing Indemnification. The indemnification provided
by these Bylaws 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.
Section 7.07 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
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or agent of the corporation or who is or was serving at the request of the
corporation in any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
Section 8.01 Amendment. These Bylaws may be altered, amended or
repealed at any regular meeting of the Board of Directors without prior notice,
or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such alteration,
amendment or repeal be contained in the notice of such special meeting. These
Bylaws may also be altered, amended, or repealed at a meeting of the
stockholders at which a quorum is present by the affirmative vote of the
holders of 51% of the capital stock of the corporation entitled to vote or by
the consent of the stockholders in accordance with Section 1. 12 of these
Bylaws. The stockholders may provide by resolution that any Bylaw provision
repealed, amended, adopted or altered by them may not be repealed amended,
adopted or altered by the Board of Directors.
CERTIFICATION
-------------
1, the undersigned, being the duly elected secretary of the
corporation, do hereby certify that the foregoing Bylaws were adopted by the
Board of Directors the 12th day of March, 1999.
/s/Eric Borgeson
-----------------
Eric Borgeson, Secretary
CORPORATE SEAL
44
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