As filed with the Securities and Exchange Commission on June 15, 1999
Registration No. ________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRANTS OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
OXIR INVESTMENTS, INC.
(Name of Small Business Issuer in its charter)
California 88-0397134
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3980 Howard Hughes Parkway, Suite 340, Las Vegas, Nevada 89109
(Address of principal executive officers) (Zip Code)
Issuer's telephone number: (702) 369-4260
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
N/A N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock, no par value
(Title of Class)
OXIR INVESTMENTS, INC.
FORM 10-SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business. . . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . 17
ITEM 3. Description of Property. . . . . . . . . . . . . . . . . 22
ITEM 4. Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . 23
ITEM 5. Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . 24
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . 26
ITEM 7. Certain Relationships and Related Transactions . . . . . 27
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . 28
PART II
ITEM 1. Market Price of and Dividends on Registrant's
Common Equity and Other Shareholder Matters. . . . . . 28
ITEM 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . 30
ITEM 3. Changes in and Disagreements with Accountants. . . . . . 30
ITEM 4. Recent Sales of Unregistered Securities. . . . . . . . . 31
ITEM 5. Indemnification of Directors and Officers. . . . . . . . 31
PART F/S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 33
PART III
ITEM 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . S-1
ITEM 2. Description of Exhibits. . . . . . . . . . . . . . . . . S-1
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-2
FORM 10-SB
PART I
Except as otherwise indicated, the information in this
Registration Statement reflects the three (3) shares for (1) share
forward stock split of the Common Stock on November 25, 1998.
ITEM 1. Description of Business
Business Development
Oxir Investments, Inc., a California corporation, was
incorporated on November 2, 1923 as Monte Regio Corporation with
the stated purpose to engage in the business of real estate
development. The Company continued in that endeavor for several
years then discontinued operations. On March 1, 1972 the Company
changed its name to Precision Resources, Inc. The Company remained
dormant with no business activity until September 1998. The
Company changed its name to Oxenuk, Inc. on November 11, 1998, and
again changed its name to its current name on November 25, 1998.
Earlier in 1998, the Company initiated negotiations to merge
with Oxir Investments, Inc., a private California company
incorporated on May 19, 1998 ("Oxir-Private"). The merger was
consummated on November 25, 1998, at which time Oxir-Private was
merged with and into the Company and the Company changed its
corporate name to Oxir Investments, Inc. Under the terms of the
merger, Oxir-Private was dissolved.
Oxir-Private was originally founded for the purpose of
pursuing investment opportunities in real estate, technology and
industrial businesses in the United States and internationally,
particularly in Russia. The founders of Oxir-Private believe that
there exists a need for an economic bridge between the United States
and Russia.
On February 24, 1999, the Company entered into an agreement to
acquire, through a tax free exchange of shares, One Hundred Percent
(100%) of the issued and outstanding shares of OXIR Financial
Services, Ltd. ("OFS"), a British Virgin Islands corporation,
registered number # 146395, incorporated on the 30th day of March,
1995. OFS is actively involved in trading activities in the equity
markets. It is anticipated that this transaction will be finalized
prior to June 30, 1999.
On February 24, 1999, the Company entered into an agreement to
acquire, through a tax free exchange of shares, One Hundred Percent
(100%) of the issued and outstanding shares of OXIR Investment,
Ltd. ("OIL"), a British Virgin Islands corporation, registered #
229863, incorporated on the 5th day of May, 1997. OIL is involved
in real estate development projects in Russia. It is anticipated
that this transaction will be finalized prior to June 30, 1999.
Both OFS and OIL will become wholly owned subsidiaries of the
Company.
Management of the Company is committed to pursue the original
goal of Oxir-Private; introducing global investment opportunities
with special emphasis on emerging markets. The Company offers a
wide variety of financial services to its clients. The Company's
emphasis is on asset management through direct and portfolio
investment ranging from high technologies and telecommunications to
construction and medical research. The Company is an active
participant in a number of projects, supported by the Government of
the Russian Federation and City of Moscow, including the
construction of a high rise elite apartment complex in Moscow.
Currently the Company is also working on implementing the first
Internet Shop and Web-Hosting Center in Russia. In addition to
full-time financial management services, the Company helps to
define clients' financial goals, tolerance for market fluctuations
and investment objectives.
The Company manages funds of private and corporate clients in
the stock and money markets of the United States, Europe and Asia.
The majority of the Company's clients are concentrated in Russia,
however, the Company intends to ultimately expand its customer
base. The Company is in the process of consolidating all of its
resources, financial and otherwise, to serve both its clients and
its shareholders.
The Company offers a wide range of investment opportunities
from conservative to highly aggressive investments in real estate,
communications and high technologies.
Equity Market Investing
Upon the completion of the acquisitions of Oxir Financial
Services Ltd. ("OFS") and Oxir Investment Ltd. ("OIL"), the Company
will expand its various trading activities in the American stock
market. The Company is a client of a number of on-line brokers
such as DATEK Online Brokerage Services Corp., E*Trade Securities,
Inc. and Charles Schwab & Co., Inc. Direct satellite lines to
information centers permit the Company's fund managers to obtain
stock market data online. OIL manages the funds of foreign private
and corporate clients.
The Company's investment goal is to achieve profits in a
long-term perspective rather than in higher risk short-term
speculations. The Company's portfolio holdings are primarily in
stocks of American companies belonging to the high technology
sector such including the Internet, hardware and software products
and telecommunications. The Company's traders practice the
essential methods of technical and fundamental analysis as well as
personal, original approaches to financial risk management. The
Company's fund managers are very careful and considered in choosing
the companies in which to invest, traditionally preferring those
companies with a good trading history and reliable reputation. The
Company usually avoids high-risk investments such as companies
going public for the first time.
Russian Real Estate Development Project
The Company's real estate investment activities are conducted
through Oxir Investment, Ltd. ("OIL"), which is being acquired by
the Company. Presently, the Company plans to invest in up to five
"elite" apartment complex projects in Russia. Leninski Prospect
116-1, the Company's initial complex located in Moscow, was
recently completed and sold. Of the $2,030,023 invested in the
project, the Company paid $920,000, OIL paid $463,994 and OFS paid
$646,029. For its investment, the Company received unimproved
space totaling 985 square meters (approximately 10,603 square feet)
that is to be used for the Company's future business activities.
Such activities will include establishment of a fitness center,
health bar and a beauty salon. Leninski Prospect 128, the second
project, also located in Moscow, is expected to be completed in the
fourth quarter of 2000. The Company anticipates that its total
investment in this project will be approximately $2,200,000. As of
the date hereof, approximately twenty percent (20%) of the Leninski
Prospect 128 has been pre-sold.
The perception of "elite" housing in Moscow has undergone
several transformations in recent years. Ten years ago, an
apartment with high ceilings, a large kitchen, and long corridors
was considered to be top-of-the-line. In the early 1990s, people
in Moscow began to purchase several apartments on one floor of a
building, rebuilt all of them into a single unit and redecorated the
space using quality European building materials. This technique of
improving one's living condition is now outdated. Management has
determined that today there is a demand for elite housing in
Russia, built in accordance with the highest construction
standards, located in prestigious, ecologically clean areas with a
well-developed infrastructure and access to a full range of
consumer services.
The Moscow government has authorized "Kvartal 32-33" (Decision
#393 from May 10, 1994; and #346 from April 16, 1996), a Russian
company, to coordinate reconstruction of two housing blocks in
Moscow consisting of 46.98 acres. The goal of this project is to
provide modern housing, comparable to European standards, by
constructing high rise elite apartment complexes located at
Leninski Prospect 116-1, Leninski Prospect 128-1, Udalzova Street
5-1, and Udaltzova Street 27-1.
The project is being financed by public investors instead of
commercial banks in order to keep development costs down. The
investment agreements allow Kvartal 32-33 access to funds for
construction regardless of future or prospective apartment sales.
Major investors and participants in the project include Kvartal 32-
33, a public company and the project initiator and executor; the
Company; Zarubezhtsvetmet, a Russian exporter of non-ferrous metal;
DTD Trading House, a Nizhnevartovsk (Russia) oil company; and
Kvazar, a publishing company.
The first building of the apartment complex is located in the
West part of Moscow on Leninski Prospect 116-1. The nearest metro
station, "Vernadski Prospect," is 10 minutes away and it takes only
15 minutes to get to the center of the city by car or by metro.
This part of Moscow has a well-developed infrastructure of stores,
schools, hospitals, supermarkets, movie theaters and other consumer
services essential for a quality living. Moscow State University
and the Institute of External Economic Affairs are located in this
area. This district has certain ecological advantages as well. It
is marked by significant greenery as several large parks are
located in this area. No manufacturing plants or other production
facilities have ever been built in this area, therefore, the level
of smog is noticeably lower than in other parts of Moscow. All of
the above advantages have made this area very popular with foreign
diplomats, Russian government officials, and businessmen.
Main communications are located only 50 to 60 meters away from
the buildings. This factor allowed "Kvartal 32-33" to save
significantly on telecommunication tie-ins. "Kvartal 32-33" enjoys
substantial benefits as an active participant of various social
programs which enables "Kvartal 32-33" to sell units at more
attractive prices. The apartment complex is multistoried
consisting of 28 floors and 125 apartments in each building. The
goal of the developers is to provide comfort, safety and a high
level of services to tenants at a reasonable expense.
Another advantage of this project is the fact that there are
no carrying walls inside the building. This will allow floor plans
of any apartment in any stage of construction to be altered, thus
providing the flexibility necessary to cater to each tenant's
individual needs and desires.
The Leninski 116-1 and 128-1 apartment complexes are designed
and built to appeal to the most demanding tastes. The first floor
of the building will accommodate a fitness center, fitness bar,
sauna, liquor bar, restaurant, catering services, maid services,
and other tenants' services. Concierge services will be available
to guests of the tenants. The complex will be monitored 24 hours
a day by a security crew and entrance to the building will be
limited to those having a coded magnetic card.
The Company, OIL and OFS, have invested $2,030,023 into
development and construction of the Leninski 116-1 high-rise
apartment buildings. From its return on investment, the Company
was able to purchase the Fitness and Entertainment Center in
Leninski 116-1 building. The Company estimates that the total
investment in the center will be approximately $600,000. The
Fitness and Entertainment Center will include workout area, fitness
bar, sauna, swimming pool, Jacuzzi, massage parlor, tanning salon,
beauty salon, billiard room, restaurant and a liquor bar. The
floor space is 7,432 square feet. The center is designed to host
up to 300 people. Presently, the project is in the initial
construction stage with an anticipated completion date of December
1999.
The population of Moscow is approximately 12,000,000 people
and the population growth is comparable to that of other
metropolitan areas in the West. The current migration trend in
Russia is to move to either Moscow or St. Petersburg, because those
are the only two well developed, relatively safe areas with good
living conditions as compared to other parts of Russia. When wars
broke out in eastern and southern parts of the ex-Soviet Union,
Moscow experienced tremendous growth in population. Many people
migrated illegally as there is a limit on the population growth in
Moscow, therefore not all Moscow residents have been included
statistically.
The structure of real estate in Russia is different to that
found in the United States. Historically, there was no private
real estate in Moscow until privatization in 1991. Up to that
time, all apartment buildings and other real property were state
owned. In order to live in Moscow, one had to either be born there
or to acquire permanent Moscow residence. The permission to reside
in Moscow was strictly controlled and nearly impossible to obtain.
The process was similar to obtaining permanent residency in the
United States and could be accomplished by marriage or working in
"unpopular" industry segments for several years. Residency
controls were required because there were too many people desirous
of moving to Moscow from other parts of Russia and the city could
not accommodate all of them.
Despite governmental measures to limit the number of Moscow
residents, the housing question was and still remains a serious
issue for Moscow residents. Those who were fortunate enough to
have been born in Moscow were still limited in terms of improving
their living conditions. The majority of people lived and still do
in the so-called "communal flats", an apartment in which kitchen
and bathroom facilities are shared by a number of tenants. This
arrangement is typically not by choice. The rent for these
apartments was reasonable, however the conditions could be
considered deplorable. In order to move or get an additional
apartment one had three options. Option number one would be to
join a construction cooperative whereby the organization would
collect money and use it to build an apartment complex. This was
extremely expensive and the waiting time was from three to five
years. Second, one could wait for a state subsidized apartment,
which was not an option for those who already had "satisfactory"
living conditions. This could take up to 15 years. Finally, one
could exchange one individual apartment for two smaller ones, which
was not an option for those in communal flats.
In 1991, this process changed dramatically when people were
allowed to privatize their apartments. Today, anyone can buy an
apartment and get automatic Moscow residency. A person from
outside of Moscow can rent an apartment which was not possible
several years ago. However, that person has to pay additional
"non-resident" fees, which are still fairly high. Moscow real
estate is still comparatively expensive taking into account that
the average yearly income for a Moscow citizen is approximately
$4,000 per year. A typical 465 square foot apartment in a block
building in the Moscow suburbs will sell for $35,000 to $40,000.
This results from overall high costs of living and the necessity to
control the migration. However, the current rates still provides
housing upgrade possibilities for Moscow residents and people from
other parts of Russia.
Management of the Company is not targeting the regular housing
market in Moscow. The Company is involved in the construction of
upscale property which management believes will be more lucrative
than regular apartment complexes. This is primarily due to the
fact that the wealthiest segment of the Russian population is
concentrated in Moscow, and the number of deluxe properties
available on the market is still far from satisfying the demand.
There are relatively few private houses within the Moscow city
limits. Approximately 95% of Moscow's population lives in
apartments and has summerhouses in the outskirts of Moscow.
However, the Company is not targeting the majority of the
population, rather it designs its projects to appeal to wealthier
people that normally might have preferred a house to an apartment.
Management believes that an upscale apartment may offer certain
benefits over an upscale house or estate in the heart of Moscow.
First, there are tremendous costs involved in the renovation of
older structures and installation of new communications. Also,
there are serious security issues that may be averted by an
apartment with a modern security system.
Most construction companies working in the Russian market of
elite housing were forced to reduce their prices in the fourth
quarter of 1998. This was due to a general economic crisis and a
subsequent short period decrease in demand. The drop in prices
varied from minor, 5% to 10%, to significant, 35% to 50%.
Presently, the demand for elite apartments has stabilized again.
Prices of elite housing are stable and continue to grow in some
cases. Management anticipate that the average price per square
meter of the elite apartments similar to the ones built by "Kvartal
32-33" will stabilize in the range between $1,300 and $1,800.
Internet Solution
The Company is presently preparing to exploit opportunities in
the Internet marketplace in Russia. This is believed to be the
first venture of its kind in Russia. The Company is creating two
separate Internet profit centers; on-line sales and Internet
services. On-line sales will consist of audio and video products
books, periodicals, travel services, electronics, and train and
airplane tickets. Internet services will consist of research and
consulting, web design, set-up and support of on-line payment
systems, web-hosting, web-site advertising and promotion, and
Internet and data security including consulting, designing,
development, sales and installation of security software and
systems.
The Company is planning to support its product sales by
seeking agreements with leading publishing houses and commercial
postal agencies. As of the date hereof, final agreements have been
secured by the Company with five audio/video producers and
distributors and seven publishing houses. The Company anticipates
on-line sales of travel services including train and airplane
tickets, electronics as well as other affordable goods, which can
be delivered with courier or by mail. Management estimates that
there are approximately 1,000,000 Internet users in Russia, of
which approximately 700,000 are in the Moscow or Saint Petersburg
area.
The Russian based market is not the Company's only target.
Management believes that it may receive a favorable response from
the Russian Diaspora residing in the United States, Israel, Canada,
and Australia. These countries present great distribution
possibilities because they provide the combination of an advanced
credit card system and mass use of the Internet.
Payment for goods and services will be supported by an
American clearance system, CyberCash, allowing customers to make
payments with one of several major credit cards. Credit
confirmation or declination of a transaction will be received
within 40 seconds, which will expedite the delivery process. The
per transaction cost to the Company will be in the range of $0.50
to 2.5% per transaction. The first on-line store using this system
opened May 18, 1999 (Internet address http://www.oxiris.com)
Because not all Russian residents own credit cards, the
Company will also accept ruble payments. In this case, the
customer will make a purchase, select the payment method, print out
a payment order, and make a deposit to the Company's account at
Sberbank, the Russian Savings Bank with branch offices throughout
Russia. The order will be shipped as soon as the money is
transferred.
Further for those Russian customers who do not have a credit
card, but are willing to obtain one, the Company will be offering
a special program called "Buying on the Internet." Anyone
interested in this program will be able to fill out the necessary
forms on the Web Site and then stop at the Company's office to pick
up the debit card and make the initial payment. The necessary
agreements with the Rietumu Bank (Riga, Latvia) have been signed.
This program will be targeted at young middle class citizens of
Moscow and Saint Petersburg and will allow the Company to expand
its customer base.
For delivery to Moscow and Saint Petersburg, a courier service
will be used. Certified state mail and EMS (commercial postal
agency) will be used to make deliveries in other regions of Russia.
Shipments abroad will initially be handled by couriers such as DHL
and UPS. At some point, to reduce shipment costs, the Company
intends to open local warehouses in the United States, Canada,
Israel, and Australia to facilitate direct shipments.
The Internet "Press Shop" went into operation on May 18, 1999.
Subscriptions to any publication are available on-line presenting
an alternative to regular post office handled subscriptions.
Customers are able to subscribe to an electronic version of the
periodical (PDF) at a price compatible to the paper editions.
Publishing companies receive a percentage of these sales. The
electronic edition is available on the web site 18 to 22 hours
prior to the availability of the printed paper version. The
Company intends to use a wide information base with user-friendly
access to the texts of all editions to ease the process of press
monitoring. To help customers make choices and save time, the web
site also contains daily reviews of interesting articles and
publications. The on-line shop will primarily sell Russian CDs,
Audiocassettes, Videotapes and books. Direct contact with major
Russian publishers and recording companies allows the Company to
offer a wide variety of products to the consumer.
According to preliminary research and meetings with
manufacturers of audio and video merchandise, the Company expects
to offer up to 50,000 movie titles. Approximately 20% to 30% will
be Russian productions and the remainder will be licensed movies
produced in the West. Approximately 80 to 100 new titles will be
added monthly. The average price per video will be 40 to 65 rubles
(approximately $1.60 to $2.60), depending on the film category.
Comparatively, the average retail price for similar kinds of
merchandise is 90-120 rubles (approximately $3.60 to 4.90).
Russian video manufacturers typically sell between 5,000 and 6,000
tapes per month.
The Company intends to create an opportunity for a variety of
Russian businesses to sell their goods and services over the
Internet. Those businesses will be welcome to use the Company's
payment system. However, to reduce the risk of loss due to charge
backs and dishonest sellers, the Company would obtain advance
payments, corresponding to two to three weeks of expected revenues
to ensure that there are sufficient funds on hand to cover any
charge backs and defalcation.
The Company is also planning to create a web-hosting center.
The Company will offer several channels to different providers,
immutable servers, and daily reserve doubling of the information.
Traditional Russian Web-Hosting generally includes only providing
space on the World Wide Web, e-mail routing, and the use of client
CGL (computer graphics laboratory) programs. These services, like
on-line shops, are primarily set-up for creating mailing lists and
are made available at substantial costs to the retailer. This
situation has created a need for more user-friendly and less costly
services, especially in light of the fact that the customer base
has expanded dramatically. Therefore, the Company is working to
develop a system to allow the set-up and operation of web sites for
clients. This "virtual machine" concept will enable clients to
administer their site by means of a simple browser. Clients will
be able to add and delete users, determine access privileges,
create and delete e-mail addresses for their domain, form mailing
lists, organize and operate Web conferences, review the statistical
data on the site visitors in the form of easy reports, and permit
their clients to change their site information.
A minimal payment for the initial package is anticipated to be
comparable to the current average market price. Presently, the
average per month charge is from $25 to $30 for Web-Hosting. A
separate package will include installation of the on-line shopping
software with its subsequent link to the CyberCash payment system.
The Web-Hosting System is scheduled to be launched in the fall of
1999.
The Company will be able to provide businesses interested in
working on the Internet with specialists trained in consulting,
marketing research, and computer design as well as support the
sites and organize advertising and promotion campaigns.
Today Internet Web shopping is a rapidly developing and
growing marketplace. According to the Neilson New Media Research
report dated February 3, 1999, the number of online shoppers has
been growing at a faster rate than the increase of Internet users
in general. Also, the number of persons who bought items online
started increasing even more quickly in recent years.
The study indicated that in the United States and Canada, out
of 79,000,000 Internet users, 20,000,000 have made purchases. The
number of Web shoppers, people who compare prices or research
services online, is presently at 48,000,000.
According to Simba International statistics, a "market news"
magazine dated December 24, 1998, total volume of retail sales
through the Internet was $1 billion in 1997. Transaction in
corporate market business was at $6 billion.
According to ROCIT (a Moscow, Russia based marketing firm)
figures, based on "Itogi Magazine" dated August 28, 1998, total
Internet users in Russia in July 1996 was 500,000. Currently,
relying on "Computer and Technology Magazine" dated January 15,
1999 there are about 1,200,000 users in Russia. Russian Web users
in America also increase total potential Russian consumers. It is
estimated that there are approximately 1,000,000 Russian emigrants
in the United States.
EStates, an American research corporation, estimates, based on
"Media Research Newspaper" dated February 11, 1999, that 65% of
current Internet users have used the Web to "shop around" online.
Shopping is defined as checking out products and services and
comparing prices, prior to a purchase decision. However,
approximately 14% of Internet users have actually purchased
something online.
International Data Corp estimates that by the year 2000,
approximately 92% of Internet users will do some shopping online
and another 45% will actually make purchases. This growth will
result from increased security as well as a psychological boost in
trust, familiarity and overall ease with online technology.
Marketing
The Company employs a marketing strategy that involves
extensive advertising in international and local publications such
as "Global Review", "Expert", "Banks and Technologies" and "Moscow
News." In Russia, several television programs in the series
"Russian Businessmen" featured the activities of the Company and
its Chief Executive Officer, Vassili Oxenuk. The Company has used
and will continue to use advertising in various media.
The Company has created an interactive web-site, containing
information about its major lines of business. The main web-sight
has links to the Company's current projects. Furthermore, the
Company is an active participant in major Russian business forums
and trade shows. Management believes that this exposure will
create a positive image for the Company in its various business
endeavors.
Competition
The Company is likely to encounter competitors and potential
competitors in developing its real estate properties and marketing
its Internet related products. Many of the Company's competitors
are larger, established companies with greater assets and financial
reserves than the Company. The Company's success will depend
partly on its ability to successfully compete with these other
companies. There can be no assurance that the Company will be able
to successfully and profitably compete.
Because the Company operates primarily in emerging markets,
particularly Russia, many of the local competitors do not
demonstrate stronger financial reserves, greater assets or higher
level of expertise. The Company also has advantages as a foreign
resident entity including being subject to United States taxation
instead of Russian, a developed business network, and certain forms
of protection and guarantees from Russian and Moscow governments.
However, an unstable Russian economy makes it difficult to predict
the Company's success with complete certainty.
Real Estate
The Company believes that the development of elite apartment
complexes will appeal to the upscale consumer that will be able to
afford higher priced dwellings. Further, the ability of the
Company's projects to offer modernized facilities and
infrastructure will enhance the marketability of the projects.
The elite real estate market in Moscow may be subdivided into
four basic categories. Category 1 consists of remodeled apartments
in old "Stalin" municipal buildings that are typically three to
eight storied brick buildings. Cost per square meter varies from
$800 to $1,400. Demand for this property type is declining due to
poor building structure and communications and from the lack of
basic maintenance.
Another popular trend common for this category is to remodel
old (beginning of the century) buildings completely from the
inside, leaving the facade untouched. This presents a number of
difficulties for both, sellers and buyers. Current residents must
be relocated by the developer, who should provide them with
apartments in the suburbs of Moscow. Superlative construction
know-how is required in order to keep the facade in its original
state and completely remodel the inside of the building. Average
price per square meter is $2,500. Because the developer is usually
limited in his means to ensure safety, to establish corresponding
infrastructure and to influence the overall appearance of the
neighborhood, the demand for this type of property is not high.
Category 2 consists of elite housing construction which is
currently extensive in the center of Moscow. Generally, the houses
are seven to eight stories high, including one to two service
floors, and provide underground parking garages. The cost per
square meter varies from $1,800 to $4,000. Additional costs of
parking space are $25,000 to $40,000. Management believes that
this real estate sector has indicated much higher supply than
demand.
Category 3 consists of properties located in the outskirts of
Moscow and are mostly represented by five to sixteen storied brick
and block buildings. Most of these properties and related
structures were formerly built for the Russian government
bureaucracy. Prices are determined by a number of factors including
location, building technology, ambient factors and availability of
additional services. Prices vary from $1,200 to $2,500 per square
meter.
Developers of category 4 housing, and to an extent category 3,
present direct competition to Kvartal 32-33. These properties
offer brand new multi storied buildings using monolith or mixed
construction technology. Management believes that the Company can
compete with the developers of category 3 and 4 because of its
location, advanced building technology, competitive prices,
implementation of a mortgage system modified for Russian
conditions, and overall prestige of the project. Management does
not believe categories 1 and 2 present significant competition to
the Company's real estate development.
Internet
The Company believes that it can compete with existing
entities in the field of "E-commerce" (Internet) primarily due to
the Company's use of its advanced payment system. None of the
existing local competitors in Russia can establish a merchant
account, enabling the merchant to process the credit card payment
in the real time. The Company, being an American entity, was able
to establish such an account. As a result, the authorization time
using the Company's system is 40 seconds versus the typical two
days necessary for competitors to process their credit card
information.
The Company also plans to employ payment methods that are
traditional for Russia, from cash on delivery to wire transfers.
Most competitors target the exclusive affluent population segment
and therefore are not willing to use customary payment methods.
The Company believes that it can expand its market share by
attracting a more typical consumer. The Company also intends to
introduce a special buyers' program, "Buying on the Internet."
This program will allow customers that do not have a regular credit
card to obtain a secured credit card from the Company and enjoy the
benefits of Internet shopping on the Company's site.
The Company also believes it can compete successfully by
offering a wide variety of products and services. Existing
competitors' sites are typically specialized, with a limited
selection of products and services. The Company has entered into
agreements with five producers of audio-video-CD products and is
currently negotiating with several publishing houses. As the
Company's business develops, it intends to expand its range of
goods and services by offering traveling services, health and
beauty care products and other consumer goods.
Patents, Trademarks and Licensing Agreements
The Company has filed a trademark for its logo in the Russian
Federation. Currently, the Company has no patent or licensing
agreements.
Research and Development
Because of the nature of its business, the Company has not
allocated funds for conducting research and development activities
to develop new products or technology. Currently, management does
not anticipate that funds will be allocated for research in the
immediate future. If in the future the Company acquires or becomes
associated with a business or entity that requires research and
development of products, the Company will allocate such funds as
may be necessary for research activities. As of the date hereof,
the Company does not contemplate such activities in the immediate
future.
Employees
As of the date hereof, the Company has a total of fifty three
employees. The Company's Las Vegas office employs three full-time
employees consisting of one executive officer and two office staff
personnel. In addition to its full-time employees, the Company may
use the services of certain consultants on a contract basis.
Presently, the Company has retained a public relations consultant,
Howard Bronson and Associates in New York City. The Company has a
six-month contract with the firm, commencing January 1, 1999, at a
rate of five thousand dollars a month.
The Company's Moscow, Russia representative office,
which was acquired from OFS and OIL, presently
employs forty-six full-time employees, consisting of three
executive officers, nine traders and financial analysts, twenty
members of the computer programming and technical support
department, four accountants, one office manager, four
administrative assistants, two drivers, one cook and two
housekeepers.
The Company's Sochi, Russia representative office presently
employs four full-time employees, consisting of the head of the
representative office, one trader, one accountant, and one
administrative assistant.
Management intends to hire additional qualified employees only
as business conditions warrant and as funds are available. In such
cases, compensation to management will be consistent with
prevailing wages for the services rendered. The Company does not
anticipate in the immediate future to offer any employee a bonus,
profit sharing or deferred compensation plan. The Company has
entered into two employment contracts, one with President and
C.E.O., Vassili Oxenuk, and the second with Secretary/Director,
Kirill Mendelson.
Pursuant to the terms of Mr. Oxenuk's agreement, the Company
is to pay his monthly personal expenses, which are not to exceed
$180,000 per year. Payment is made through Mr. Oxenuk's Citibank
Visa and Citibank MasterCard accounts. At the end of each year,
the Company will issue to Mr. Oxenuk a Form 1099 reporting, for tax
purposes, the total amount paid to him during the year, with the
exception of reimbursable business expenses. Additionally, the
Company is to provide housing for Mr. Oxenuk and his family and to
pay all expenses related to the property.
Pursuant to the terms of Mr. Mendelson's agreement, he is to
receive an annual salary of $60,000. In addition, Mr. Mendelson is
to receive a bonus in the amount of 270,000 shares of the Company's
common stock.
Facilities
The Company's principal place of business and corporate
offices are located at 3980 Howard Hughes Parkway Suite 340 Las
Vegas, Nevada 89109. The facilities consist of approximately 1500
square feet of office space and is leased for a term of five years
at the rate of $3,974 per month. The Company believes that its
current principal offices are adequate for the immediate future.
The Company uses as its Moscow representative office
the facilities acquired from OFS and OIL located at
Nauchny Proezd 12 Office #28, Moscow, Russia 117802. The
facilities consist of approximately 6,173 square feet and are
leased for a term of one year. The lease includes an automatic
renewal of the lease term unless the Company otherwise notifies the
lessor. The facilities are leased at the rate of $12,190.00 per
month.
The Company's Sochi representative office is located at
Gagarina Street 5 Sochi Russia 354065. The facilities consist of
approximately 1,076 square feet and are leased for a term of one
year. The lease includes an automatic renewal of the lease term
unless the Company otherwise notifies the lessor. The facilities
are leased at the rate of $1,627.00 per month.
Litigation
The Company is not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge,
against the Company has been threatened.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
The following information should be read in conjunction with
the financial statements and notes thereto appearing
elsewhere in the Form 10-SB.
Overview
Although the Company has been in existence since 1923, it was
inactive with no business operations for several years until
approximately November 1998. Oxir-Private was created on May 19,
1998 and had only minimal operations prior to merging with and into
the Company. Financial information presented herein is that for
Oxir-Private and the Company from May 19, 1998 to February 28,
1999. The Company has elected a fiscal year ending June 30.
Results of Operations
For the period commencing on May 19, 1998 and ended
February 28, 1999, the Company had no revenue from sales. During
this period, the Company's primary business activity has been
managing funds for private and corporate clients in stock and money
markets and engaging in various trading activities for Company
accounts in the United States markets. For the period ended
February 28, 1999, the Company's trading activities resulted in the
Company realizing a $539,368 gain on the sale of marketable
securities and a net unrealized gain on marketable securities of
$2,060,600. During this period, the Company had General and
administrative expenses of $305,070, consisting primarily of
$128,774 in operating expenses for the Las Vegas facilities,
$77,854 in salaries, $35,947 in auto expenses, and $10,321 in
advertising expenses. Also, the Company had rent expense of
$22,047 in connection with maintaining its principal place of
business in Las Vegas, and interest expense of $21,607.
Income before taxes for the period ended February 28, 1999 was
$2,235,036. The Company's tax liability as of February 28, 1999
was $759,912, consisting of $51,280 in current income taxes due and
$708,632 in deferred income taxes. Deferred income taxes are based
upon unrealized gains due to market appreciation of the Company's
marketable securities. For the period ended February 28, 1999, net
income was $1,475,124, or $.10 per share.
Liquidity and Capital Resources
The Company has satisfied its initial working capital needs
from the sale for cash of its common stock and from income
generated by the Company's operations. Working capital at
February 28, 1999 was $1,555,209, consisting primarily of
investments in trading securities of $4,266,219. This was offset
by the debt on the Company's margin accounts of $1,940,237 and a
deferred tax liability of $708,632. Net cash provided by
operating activities for the period from May 19, 1998 through
February 28, 1999 was $863,183, primarily attributed to the
$1,475,124 net income and $1,940,237 increase in margin accounts,
and partially offset by the $3,326,455 increase in trading
securities and. The Company also recognized a $759,912 increase in
accrued liabilities due to its deferred tax liability.
During the period ended February 28, 1999, the Company's net
cash used by investing activities was $397,148 for the design and
construction of office facilities and the purchase of office
equipment. During this same period, the Company's net cash used by
financing activities was $463,867, primarily attributed the
$1,311,867 advance to Oxir Investments Ltd., which funds were used
for investing in the condominium development in Moscow, Russia.
Also, the Company expended $250,000 related to the acquisition of
the controlling block of the Company's shares by the Company's
President. During this period, the Company realized $1,098,000
from the issuance of common stock for cash.
The Company anticipates meeting its working capital needs
during the next twelve months primarily with revenues from
trading activities in its marketable securities. The Company
believes that it has adequate cash reserves to meet any
routine contingency during the next twelve months.
Management anticipates that the Company will be able to
fund internally any future project or acquisition during the next
twelve months. The Company does not foresee a need for additional
financing unless internal funding is not adequate for a particular
project or acquisition.
As of February 28, 1999, the Company had total assets of
$5,976,066 and total stockholders' equity of $3,262,888. Further,
the Company had $2,168 in cash and cash equivalents and $4,266,219
in investments in trading securities.
In the event outside funding is necessary, the Company will
investigate the possibility of interim financing, either debt or
equity, to provide capital. Although management has not made any
arrangements or definitive agreements, the Company would consider
private funding or the private placement of its securities and/or
a public offering. If the Company experiences a substantial delay
in developing its projects and is unable to secure financing from
the sale of its securities or from private lenders, the
continuation of the Company as a going concern would be seriously
jeopardized. Management believes that it will have, or will be
able to raise sufficient funding to complete each project it has
commenced. However, additional funding may be required for growth
and the financing of future larger projects.
Plan of Operation
During the next twelve months, the Company will continue to
seek new investment opportunities and continue to develop its
existing projects. The real estate project at Leninski prospect
116 has been broken up into smaller sub-projects, including a
fitness center, restaurant/health bar and a beauty salon located in
the building. The approximate cost of the projects is $600,000 and
management anticipates a return of approximately 40% per year.
Construction is expected to commence in July of this year, with an
anticipated completion date of December 1999. Another sub-project
will provide a 128-kb fiber optic Internet connection to all 125
apartments at Leninski prospect 116. The cost of the project is
expected to be approximately $300,000 and management anticipate an
annual return of approximately $600,000 per year.
It is anticipated that the Leninski Prospect 128, the
Company's second real estate project, will be completed in the
fourth quarter of 2000. The Company anticipates that its total
investment in this project will be approximately $2,200,000, which
the Company believes can be provided for internally. As of the
date hereof, approximately twenty percent (20%) of the Leninski
Prospect 128 has been pre-sold.
It is anticipated that by September 1999, Oxir Internet
Solutions will finalize its programming and database preparation
for the launching of books, audio, video and CD's sales. The
virtual reality store should be completely operational by October
of this year. By February 2000 the Company intends to add drug,
health and medical remedies store. By June 2000 the Company
anticipates opening a sporting goods and team sports store. In the
next 12 months the Company is also planing to put a server and all
necessary equipment in Las Vegas, Nevada to provide Web-hosting and
Web-design services to the general public. In addition, the Company
is planing to lease its web page both in Russia and the United
States for both American and Russian firms to sell and promote
their products.
Management anticipates that due to the Company becoming a
publicly traded entity, its reputation will be enhanced in the
Eastern European market. Management believes that this public
exposure will increase the amount of funds that are transferred by
its clients to the Company's account for the purpose of asset
management.
The Company does not anticipate making any significant capital
expenditure on its present office facilities or equipment. There
are no current plans for the Company to become engaged in
manufacturing of any products. Management does not anticipate
hiring additional employees until warranted by business conditions
and availability of funds.
The Company anticipates meeting its working capital needs
during the next twelve months primarily with revenues from
trading activities in its marketable securities and
possibly by interim financing to provide working
capital if necessary. The Company is also contemplating making a
public offering of its securities to fund future projects.
Management has not entered into any new arrangements or definitive
agreements for a private placement of securities and/or a public
offering. If the Company's operations are not adequate to fund its
operations and it is unable to secure financing from the sale of
its securities or from private lenders, the Company could
experience losses which could curtail the Company's current
operations and future projects. The continuation of the Company as
a going concern is directly dependent upon the success of its
future operations and ability to obtain additional financing.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standard ("SFAS") No. 128, "Earnings Per
Share" and Statement of Financial Accounting Standards No. 129
"Disclosures of Information About an Entity's Capital Structure."
SFAS No. 128 provides a different method of calculating earnings
per share than is currently used in accordance with Accounting
Principles Board Opinion No. 15, "Earnings Per Share." SFAS No. 128
provides for the calculation of "Basic" and "Dilutive" earnings per
share. Basic earnings per share includes no dilution and is
computed by dividing income available to common shareholders by the
weighted average number of common shares outstanding for the
period. Diluted earnings per share reflects the potential dilution
of securities that could share in the earnings of an entity,
similar to fully diluted earnings per share. SFAS No. 129
establishes standards for disclosing information about an entity's
capital structure. SFAS No. 128 and SFAS No. 129 are effective for
financial statements issued for periods ending after December 15,
1997. Their implementation did not have a material
effect on the financial statements.
The Financial Accounting Standards Board has also issued SFAS
No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related
Information." SFAS No. 130 establishes standards for reporting and
display of comprehensive income, its components and accumulated
balances. Comprehensive income is defined to include all changes
in equity except those resulting from investments by owners and
distributors to owners. Among other disclosures, SFAS No. 130
requires that all items that are required to be recognized under
current accounting standards as components of comprehensive income
be reported in a financial statement that displays with the same
prominence as other financial statements. SFAS No. 131 supersedes
SFAS No. 14 "Financial Reporting for Segments of a Business
Enterprise." SFAS No. 131 establishes standards on the way that
public companies report financial information about operating
segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial
statements issued to the public. It also establishes standards for
disclosure regarding products and services, geographic areas and
major customers. SFAS No. 131 defines operating segments as
components of a company about which separate financial information
is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in
assessing performance.
SFAS 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and requires comparative
information for earlier years to be restated. Adoption of these
statements had no material effect on the Company's financial statements.
The FASB has also issued SFAS No 132. "Employers' Disclosures
about Pensions and other Postretirement Benefits," which
standardizes the disclosure requirements for pensions and other
Postretirement benefits and requires additional information on
changes in the benefit obligations and fair values of plan assets
that will facilitate financial analysis. SFAS No. 132 is effective
for years beginning after December 15, 1997 and requires
comparative information for earlier years to be restated, unless
such information is not readily available. Adoption of this statement
did not have a material effect on the Company's financial statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that the
hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No. 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. Management believes the adoption of this statement
will have no material impact on the Company's financial statements.
Inflation
In the opinion of management, inflation has not had a material
effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have been
written using two digits (rather than four) to define the
applicable year. In such case, programs that have time-sensitive
logic may recognize a date using "00" as the year 1900 rather than
the year 2000, which could result in miscalculations or system
failures.
The Company has completed its assessment of the Year 2000
issue and believes that any costs of addressing the issue will not
have a material adverse impact on its financial position. The
Company believes that its existing computer systems and software
will not need to be upgraded to mitigate the Year 2000 issues. The
Company has not incurred any material costs associated with its
assessment of the Year 2000 problem. In the event that Year 2000
issues impact the Company's accounting operations and other
operations aided by its computer system, the Company believes, as
part of a contingency plan, that it has adequate personnel to
perform those functions manually until such time that any Year 2000
issues are resolved.
The Company believes that third parties with whom it has
material relationships will not materially be affected by the Year
2000 issues as those third parties are relatively small entities
which do not rely heavily on information technology ("IT") systems
and non-IT systems for their operations. However, if the Company
and third parties upon which it relies are unable to address any
Year 2000 issues in a timely manner, it could result in a material
financial risk to the Company, including loss of revenue and
substantial unanticipated costs. Accordingly, the Company plans to
devote all resources required to resolve any significant Year 2000
issues in a timely manner.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking
statements. The Company wishes to advise readers that actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the possible success of the
Company's varied projects, the volatility of the financial markets
in which the Company invests, the ability of the Company to fund
its current and future projects and its ability to meet its cash
and working capital needs, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange
Commission.
ITEM 3. Description of Property
Starting from September 1997 through February 28, 1999, the
Company, together with OIL and OFS invested $2,030,023 into
construction of the high-rise elite apartment complex in Moscow.
The Company has applied its revenues from this investment to
purchase the Fitness and Entertainment Center in one of the
apartment buildings of the above-mentioned complex. The total
approximate investment in this venture is $600,000. The property
was purchased for cash, therefore there are no mortgages. There
are no limitations on the ownership and no liens on the property.
The Fitness and Entertainment Center will include workout
area, fitness bar, sauna, swimming pool, Jacuzzi, massage parlor,
tanning salon, beauty salon, billiard room, restaurant and a liquor
bar. The floor space is approximately 7,432 square feet. The
center is designed to host 300 people. It is currently undergoing
the initial construction stage and is scheduled to open in
December 1999.
ITEM 4. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth information, to the best of the
Company's knowledge, as of June 8, 1999, with respect to each
person known by the Company to own beneficially more than 5% of the
outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class(1)
Vassili I. Oxenuk 12,749,319 80.6%
3980 Howard Hughes Pkwy.
Suite 340
Las Vegas, NV 89109
Michael Y. Smirnov 1,350,000 8.5%
3980 Howard Hughes Pkwy.
Suite 340
Las Vegas, NV 89109
Kirill M. Mendelson 270,000 1.7%
3980 Howard Hughes Pkwy.
Suite 340
Las Vegas, NV 89109
All directors and officers 14,369,319 90.8%
a group (4 persons)
* Director and/or executive officer
Note: Unless otherwise indicated in the footnotes below, the
Company has been advised that each person above has sole
voting power over the shares indicated above.
(1) Based upon 15,820,600 shares of Common Stock outstanding
on June 8, 1999.
ITEM 5. Directors, Executive Officers, Promoters and Control
Persons
Executive Officers and Directors
The executive officers and directors of the Company are as
follows:
Name Age Position
Vassili I Oxenuk 35 President, CEO, Chairman
and Director
Michael Smirnov 32 Vice President, CFO and
Director
Alexander Sarkisian, Ph.D. 51 Vice President
Kirill M. Mendelson 28 Secretary, Treasurer and
Director
Inna Batrakova 24 Vice President of
Communications and Director
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and
qualified. Directors will be elected at the annual meetings to
serve for one year terms. There are no agreements with respect to
the election of directors. The Company has not compensated its
directors for service on the Board of Directors or any committee
thereof. Any non-employee director of the Company shall be
reimbursed for expenses incurred for attendance at meetings of the
Board of Directors and any committee of the Board of Directors. The
Executive Committee of the Board of Directors, to the extent
permitted under California law, exercises all of the power and
authority of the Board of Directors in the management of the
business and affairs of the Company between meetings of the Board
of Directors. Each executive officer is appointed by and serves at
the discretion of the Board of Directors.
None of the officers and/or directors of the Company are
officers or directors of any other publicly traded corporation, nor
have any of the directors and/or officers, nor have any of the
affiliates or promoters of the Company filed any bankruptcy
petition, been convicted in or been the subject of any pending
criminal proceedings, or the subject or any order, judgment, or
decree involving the violation of any state or federal securities
laws within the past five years.
The business experience of each of the persons listed above
during the past five years is as follows:
Vassili I. Oxenuk, President, CEO, Chairman
Mr. Oxenuk is a graduate of the Moscow State University
Mathematics Boarding School for Gifted Children and the Mojaysky
Military Academy. His career experiences include Analytical
Researcher for the Russian Central Military Intelligence Agency.
Mr. Oxenuk started his entrepreneurial activities in 1990 by
establishing a lumber export company, "UNYS". In 1991 he broadened
his export-import activity to audio-video products by establishing
OxMoSe Company in Leipzig, Germany. The company created a joint
venture in Russia for retail sales of consumer electronics,
operations of nightclubs, restaurants, discos as well as production
lines for milk and soft drink bottling. With the changing economic
environment in Russia in 1995, the company decided to sell its
businesses and used the proceeds of the sale to start a financial
services company. This company was registered as OXIR Financial
Services Ltd. in British Virgin Islands. At the outset, the company
operated through brokers in Warburg, Germany. In 1997 the company
established brokerage accounts with Charles Schwab, Datek, and E-
trade. In May of 1998 Mr. Oxenuk incorporated a new company, OXIR
Investments Inc., in the state of California that was later merged
with the Company. Mr. Oxenuk is currently finishing his Doctoral
Degree in Finance at the University of JFK San Francisco.
Michael Smirnov, Vice President, CFO, Director
Mr. Smirnov is a graduate of the Mojaysky Military Academy in
mathematics and was the 1986 winner of the Student Olympiad. His
experience includes Analytical Researcher for Russian Central
Military Intelligence as well as significant work experience in
World Stock Exchanges. In 1995 he accepted a position as Financial
Analyst Manager for OxMoSe. At the end of 1995, OxMoSe was
dissolved and Mr. Smirnov transferred to an identical position with
OXIR Financial Services Ltd. Since the inception of OXIR
Investments Inc. he has been a Director, CFO, Vice President, and
a leading trader for OXIR Investments, Inc. Mr. Smirnov has
significant work experience in world stock exchanges and is
certified as a trader of the highest category by the Russian Stock
exchange. Presently, Mr. Smirnov is completing his Doctoral degree
in finance at the JFK University San Francisco.
Alexander Sarkisian, Ph.D., Vice President.
Dr. Sarkisian, has a Ph.D. in economics and is a Head of the
Trading Department at the Moscow Aviation Institute. From 1985
through 1991, Dr. Sarkisian was Vice President of Fazotron.
Dr. Sarkisian was Chairman of the Board of Stenholm A.S., a Holland
investment company, from 1996 to the present. From 1997 through
the present, Dr. Sarkisian has been President of Aspect, a trading
company, and Chairman of the Board of Regionsotsbank.
Kirill Mendelson, Secretary, Treasurer, Director
Mr. Mendelson attended the Moscow Medical Academy in Russia
from 1988 to 1991 and was a Member of the Honor Students in 1989
and 1990. He received his BS with a minor in business from the
University of Las Vegas, NV in 1995 where he was on the Dean's
Honor List. From June 1991 to March 1998, he was Vice President of
Marketing for Europe and Russia and Executive Director for US
Direct Inc. His responsibilities included consulting for Joint
Ventures, export and import trade in Russia, Ukraine and Baltic
Republics. While with US Direct, he consummated numerous sales of
casino gaming equipment to casinos in two districts of Russia. He
arranged for the placement of a DMSO topical gel called Dabso, used
for the treatment of arthritis, in the over the counter market of
Moscow and Rostov-on-Don. From July 1986 to May 1991, Mr.
Mendelson was Co-Owner and Manager of Computer Store Inc., Moscow,
Russia where he trained and supervised 12 employees in sales and
repairs of office equipment.
Inna Batrakova, Vice President of Communications, Director
Ms. Batrakova graduated from the Pyatigorsk State Linguistic
University with major in English and Psychology. Upon graduation
Ms. Batrakova was awarded honors bachelor degree in Linguistics and
Practical Psychology. Ms. Batrakova also acquired a certified
diploma of the Interpreter's faculty at the same University.
Currently Ms. Batrakova is completing her Masters Degree in JFK
University of San Francisco. Ms. Batrakova started her career with
Oxir Investments, Inc. in February of 1997 and accepted the
position of a an administrative assistant at its representative
office in Moscow. In November of 1997 Ms. Batrakova was promoted to
the position of the executive administrative assistant. Her main
responsibilities included handling business correspondence,
assisting the clients, scheduling business meetings, providing
business trips itineraries, performing translating/interpreting
duties, as well as providing full information support in the
absence of the President. Currently, Ms. Batrakova is in charge of
the back office department activities.
ITEM 6. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or
directors. As of February 28, 1999, no employee of the Company has
earned in excess of $100,000 per annum.
The Company has entered into two employment contracts, one
with President and C.E.O., Vassili I. Oxenuk, and the second with
Secretary/Director, Kirill Mendelson. Mr. Oxenuk's agreement
provides that the Company will pay his monthly personal expenses,
which are not to exceed $180,000 per year. Payment is made through
Mr. Oxenuk's Citibank Visa and Citibank MasterCard accounts. At
the end of each year, the Company will issue to Mr. Oxenuk a Form
1099 reporting, for tax purposes, the total amount paid to him
during the year, with the exception of reimbursable business
expenses. Additionally, the Company is to provide housing for Mr.
Oxenuk and his family and to pay all expenses related to the
property.
Mr. Mendelson's agreement provides that the Company will pay
an annual salary of $60,000. In addition, the Company issued to
Mr. Mendelson 270,000 shares of the Company's common stock.
The following table sets forth all cash compensation paid by
the Company for services rendered to the Company for the period
ended February 28, 1999, to the Company's Chief Executive Officer.
No executive officer of the Company has earned a salary greater
than $100,000 annually for the period depicted.
Summary Compensation Table
Other All
Annual Other
Name and Compen- Compen-
Principal Position Year(1) Salary Bonus sation sation
Vassili I. Oxenuk, 1999 $52,187 $ -0- $ -0- $ -0-
President, C.E.O.
________________
(1) For the period commencing May 19, 1998 through
February 28, 1999.
ITEM 7. Certain Relationships and Related Transactions
During the Company's inception, there have been no
transactions between the Company and any officer, director, nominee
for election as director, or any shareholder owning greater than
five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family,
except as set forth below.
In February 1999, the Company entered into two separate
agreements to acquire, through tax free exchange of shares, 100% of
the issued and outstanding shares of OXIR Financial Services, Ltd.
("OFS"), a British Virgin Islands corporation, and 100% of the
issued and outstanding shares of OXIR Investment, Ltd. ("OIL"), a
British Virgin Islands corporation. Vassili I Oxenuk, the
Company's President and C.E.O., was the sole shareholder of both
OFS and OIL. Under the terms of the agreements, Mr. Oxenuk will
receive an aggregate of 5,000,000 shares of the Company's common
stock. It is anticipated that the transactions will be finalized
prior to June 30, 1999. Mr. Oxenuk did not participate in the
Company's Board of Directors decision to make the acquisitions and
the transactions were negotiated on an arms length basis. The
Company did not receive an independent valuation of either OFS or
OIL.
The Company's officers and directors are subject to the
doctrine of corporate opportunities only insofar as it applies to
business opportunities in which the Company has indicated an
interest, either through its proposed business plan or by way of an
express statement of interest contained in the Company's minutes.
If directors are presented with business opportunities that may
conflict with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of Directors
and made available to the Company. In the event the Board shall
reject an opportunity so presented and only in that event, any of
the Company's officers and directors may avail themselves of such
an opportunity. Every effort will be made to resolve any conflicts
that may arise in favor of the Company. There can be no assurance,
however, that these efforts will be successful.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of Common
Stock, no par value, of which 15,800,600 shares are issued and
outstanding as of June 8, 1999. On November 25, 1998, the Company
effected a forward stock split of its then issued and outstanding
shares of Common Stock on a three (3) shares for one (1) share
basis. All references to the Company's Common Stock herein are in
post-split shares. All shares of Common Stock have equal rights
and privileges with respect to voting, liquidation and dividend
rights. Each share of Common Stock entitles the holder thereof to
(i) one non-cumulative vote for each share held of record on all
matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any
distribution of assets available for distribution upon liquidation
of the Company. Stockholders of the Company have no preemptive
rights to acquire additional shares of Common Stock or any other
securities. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. All outstanding
shares of Common Stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of And Dividends on the Registrant's Common
Equity and Other Shareholder Matters
Prior to the filing of this registration statement, no shares
of the Company's Common Stock have been registered with the
Securities and Exchange Commission (the "Commission") or any state
securities agency of authority. The Company intends to make an
application to the NASD for the Company's shares to be quoted on
the OTC Bulletin Board. The Company's application to the NASD will
consist of current corporate information, financial statements and
other documents as required by Rule 15c2-11 of the Securities
Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin
Board permits price quotations for the Company's shares to be
published by such service. The Company is not aware of any
established trading market for its common stock nor is there any
record of any reported trades in the public market in recent years.
Although the Company intends to submit its application to the OTC
Bulletin Board contemporaneously with the filing of this
registration statement, the Company does not anticipate its shares
to be traded in the public market until the registration statement
becomes effective. Except for the application to the OTC Bulletin
Board, there are no plans, proposals, arrangements or
understandings with any person concerning the development of a
trading market in any of the Company's securities. Because to date
there has been no meaningful trading market for the Company's
Common Stock, historical price information is being omitted.
In the event a public market for the Company's shares does
develop, the ability of an individual shareholder to trade their
shares in a particular state may be subject to various rules and
regulations of that state. A number of states require that an
issuer's securities be registered in their state or appropriately
exempted from registration before the securities are permitted to
trade in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most
likely the Company's shares will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements
for transactions in penny stocks and Rule 15g-9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a51-1 of the
Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a51-1 provides that any equity
security is considered to be a penny stock unless that security is:
registered and traded on a national securities exchange meeting
specified criteria set by the Commission; authorized for quotation
on The NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at
least $5.00 per share) or the issuer's net tangible assets; or
exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will
be subject to additional sales practice requirements on broker-
dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets
in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such
securities and must have received the purchaser's written consent
to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules
require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-
dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current
quotations for the securities. Finally, monthly statements must be
sent disclosing recent price information for the penny stocks held
in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of
broker-dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell
their shares.
As of June 8, 1999 there were 176 holders of record of the
Company's Common Stock, which figure does not take into account
those shareholders whose certificates are held in the name of
broker-dealers or other nominees.
As of June 8, 1999, the Company has issued and outstanding
15,820,600 shares of common stock. Of this total, 14,469,919
shares were deemed "restricted securities" as defined by the Act
and certificates representing such shares bear an appropriate
restrictive legend.
Of the Company's total outstanding shares, 1,350,681 shares
may be sold, transferred or otherwise traded in the public market
without restriction, unless held by an affiliate or controlling
shareholder of the Company. None of these shares have been
identified as being held by affiliates.
Of the total restricted shares outstanding, approximately
12,149,319 become eligible to be sold pursuant to Rule 144 on
September 2, 1999, subject to the volume and other limitations set
forth under Rule 144. The balance of the restricted shares become
eligible to be sold under Rule 144 at follows: 2,317,600 shares on
January 5, 2000; 2,000 shares on February 27, 1999; and 1,000
shares on April 29, 2000.
In general, under Rule 144 as currently in effect, a person
(or persons whose shares are aggregated) who has beneficially owned
restricted shares of the Company for at least one year, including
any person who may be deemed to be an "affiliate" of the Company
(as the term "affiliate" is defined under the Act), is entitled to
sell, within any three-month period, an amount of shares that does
not exceed the greater of (i) the average weekly trading volume in
the Company's Common Stock, as reported through the automated
quotation system of a registered securities association, during the
four calendar weeks preceding such sale or (ii) 1% of the shares
then outstanding. A person who is not deemed to be an "affiliate"
of the Company and has not been an affiliate for the most recent
three months, and who has held restricted shares for at least two
years would be entitled to sell such shares without regard to the
resale limitations of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that
it will pay cash dividends or make distributions in the foreseeable
future. The Company currently intends to retain and invest future
earnings to finance its operations.
ITEM 2. Legal Proceedings
There are presently no material pending legal proceedings to
which the Company or any of its subsidiaries is a party or to which
any of its property is subject and, to the best of its knowledge,
no such actions against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements With Accountants
There have been no changes in or disagreements with
accountants.
ITEM 4. Recent Sales of Unregistered Securities
From January 4 to April 29, 1999, the Company issued for cash
100,600 shares of its common stock to an aggregate of five persons
at the price of $5.00 per share, or an aggregate of $503,000. The
proceeds from the issuances were used for general corporate
operating purposes and investments.
On January 4, 1999, the Company issued 1,350,000 shares of
common stock to the Company's Vice President and C.F.O. in exchange
for certain trading securities. This transaction was valued at predecessor
cost, at $.70 per share, or an aggregate of $939,764. On the same date, the
Company issued 270,000 of common stock to its Secretary/Treasurer
as an initial bonus. No value was assigned to the transaction because
the shares were treated as founders shares.
Also on January 4, 1999, the Company issued 600,000 to a
director in exchange for the initial investment received from Oxir
Investment Ltd. This transaction was valued at $1.00 per share, or
$600,000.
None of the issuances of shares set forth above were
registered with the Commission under the Securities Act of 1933, as
amended, because the transactions were believed to be exempt form
registration requirements under Section 4(2) of the Act.
ITEM 5. Indemnification of Directors and Officers
As permitted by the provisions of the California Corporations
Code (the "Code"), the Company has the power to indemnify any
person who was or is a party, or is threatened to be made a party
to any proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was an
agent of the corporation. This indemnification shall be against
any expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such
proceeding, if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests of the
Company and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of such person was
unlawful.
The term "agent" means any person who is or was a director,
officer, employee or other agent of the Company, or is or was
serving at the request of the Company as a director, officer,
employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or was a
director, officer, employee or agent of a foreign or domestic
corporation which was a predecessor corporation of the Company or
of another enterprise at the request of such predecessor
corporation. The term "expenses" includes, without limitation,
attorneys' fees and any expenses of establishing a right
to indemnification under the Code.
This indemnification does not apply to an action by or in the
right of the Company to procure a judgment in its favor. The
termination of any proceeding by judgment, order, settlement,
conviction or upon a plea 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 which the person reasonably
believed to be in the best interests of the corporation or that the
person had reasonable cause to believe that the person's conduct
was unlawful.
No indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the Company in the performance of such person's duty
to the Company, unless and only to the extent that the court in
which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for the
expenses which such court shall determine. No indemnification
shall be made for amounts paid in settling or otherwise disposing
of a threatened or pending action, with or without court approval,
or for expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court
approval.
To the extent that an agent of the Company has been successful
on the merits in defense of any proceeding referred to above, or in
defense of any claim, issue, or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by
the agent in connection therewith. Otherwise, indemnification
shall be made only if authorized in the specific case, upon a
determination that indemnification is proper in the circumstances,
by the majority vote of the Board of Directors, or by the court in
which such proceeding is or was pending.
Expenses incurred in defending any proceeding may be advanced
by the Company prior to the final disposition of such proceeding
upon receipt of an undertaking by or on behalf of the agent to
repay such amount unless it shall be determined ultimately that the
agent is entitled to be indemnified as authorized by the Code.
The Code also permits a corporation to purchase and maintain
insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such
capacity or arising out of the agent's status as such whether or
not the corporation would have the power to indemnify the agent
against such liability under the provisions of the Code.
Presently, the Company does not carry such insurance.
Transfer Agent
The Company has designated Pacific Stock Transfer Company,
P.,O. Box 93385, Las Vegas, Nevada 89193, as its transfer agent.
PART F/S
The Company's financial statements for the period ended June
30, 1998 and February 28,1999 have been examined to the extent
indicated in their reports by Jones, Jensen & Company, independent
certified public accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein in response to Item 15 of
this Form 10-SB.
OXIR INVESTMENTS, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
February 28, 1999
C O N T E N T S
Independent Auditors' Report. . . . . . . . . . . . . . 3
Balance Sheets. . . . . . . . . . . . . . . . . . . . . 4
Income Statements . . . . . . . . . . . . . . . . . . . 5
Statements of Stockholders' Equity. . . . . . . . . . . 6
Statements of Cash Flows. . . . . . . . . . . . . . . . 7
Notes to the Financial Statements . . . . . . . . . . . 8
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
OXIR Investments, Inc.
(A Development Stage Company)
Las Vegas, Nevada
We have audited the accompanying balance sheets of
OXIR Investments, Inc. (a development stage company) as of June
30, 1998 and February 28, 1999, and the related
statements of operations, stockholders' equity and cash flows
for the period from July 1, 1998 through February 28, 1999 and
from inception on May 19, 1998 through June 30, 1998 and
February 28, 1999. These financial statements are
the responsibility of the Company's management. Our
responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects the
financial position of OXIR Investments, Inc. (a
development stage company) as of June 30, 1998 and February 28,
1999 and the results of its operations and their
cash flows for the period from July 1, 1998 through February
28, 1999 and from inception on May 19, 1998 through June 30,
1998 and February 28, 1999, in conformity with generally
accepted accounting principles.
Jones, Jensen & Company
Salt Lake City, Utah
May 28, 1999
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
February 28, June 30,
1999 1998
CURRENT ASSETS
Cash and cash equivalents $ 2,168 $ -
Investment in trading securities (Note 3) 4,266,219 -
Total Current Assets 4,268,387 -
PROPERTY AND EQUIPMENT (Note 4) 380,812 -
OTHER ASSETS
Related party receivable (Note 5) 1,311,867 -
Deposits 15,000 -
Total Other Assets 1,326,867 -
TOTAL ASSETS $ 5,976,066 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Margin account (Note 7) $ 1,940,237 $ -
Accounts payable 13,029 -
Provision for income taxes (Note 8) 51,280 -
Deferred tax liability (Note 8) 708,632 -
Total Current Liabilities 2,713,178 -
COMMITMENTS (Note 6)
STOCKHOLDERS' EQUITY
Common stock: 50,000,000 shares authorized
of no par value, 15,819,600 shares issued
and outstanding 1,787,764 -
Retained earnings 1,475,124 -
Total Stockholders' Equity 3,262,888 -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,976,066 $ -
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Income Statements
From
From From Inception on
July 1,1998 May 19, 1998 May 19, 1998
Through Through Through
February 28, June 30, February 28,
1999 1998 1999
SALES $ - $ - $ -
COST OF GOODS SOLD - - -
GROSS MARGIN - - -
COSTS AND EXPENSES
Depreciation expense 16,336 - 16,336
Rent expense 22,047 - 22,047
General and administrative 305,070 - 305,070
Total Costs and Expenses (343,453) - (343,453)
Net Loss From Operations (343,453) - (343,453)
OTHER INCOME (EXPENSE)
Interest expense (21,607) - (21,607)
Realized gain on sale of marketable
securities 539,368 - 539,368
Net unrealized gain on marketable
securities 2,060,600 - 2,060,600
Dividends 128 - 128
Total Other Income (Expense) 2,578,489 - 2,578,489
INCOME BEFORE TAXES 2,235,036 - 2,235,036
INCOME TAX (Note 8) 759,912 - 759,912
NET INCOME $ 1,475,124 $ - $ 1,475,124
BASIC INCOME PER SHARE $ 0.10 $ -
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 14,407,325 13,500,000
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Stockholders' Equity
Common Stock Retained
Shares Amount Earnings
Balance at inception - $ - $ -
Net income from inception on May 19,
1998 through June 30, 1998 - - -
Balance, June 30, 1998 - - -
Shares issued to founders at
predecessor cost of $0.00
per share 13,770,000 - -
Shares issued for trading securities
at $0.70 per share 1,350,000 939,764 -
Common stock issued for cash at
$1.00 per share 600,000 600,000 -
Stock issuance costs - (250,000) -
Common stock issued for cash
at $5.00 per share 99,600 498,000 -
Net income from July 1, 1998 through
February 28, 1999 - - 1,475,124
Balance, February 28, 1999 15,819,600 $ 1,787,764 $ 1,475,124
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Statements of Cash Flows
From
From From Inception on
July 1, 1998 May 19, 1998 May 19, 1998
Through Through Through
February 28, June 30, February 28,
1999 1998 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,475,124 $ - $ 1,475,124
Adjustments to reconcile net income
to net cash:
Depreciation expense 16,336 - 16,336
Changes in assets and liabilities:
(Increase) in deposits (15,000) - (15,000)
(Increase) in trading securities (3,326,455) - (3,326,455)
Increase in accounts payable 13,029 - 13,029
Increase in accrued liabilities 759,912 - 759,912
Increase in margin account 1,940,237 - 1,940,237
Net Cash Provided by Operating Activities 863,183 - 863,183
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (397,148) - (397,148)
Net Cash Used by Investing Activities (397,148) - (397,148)
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issuance costs (250,000) - (250,000)
Common stock issued for cash 1,098,000 - 1,098,000
Advances to related parties (1,311,867) - (1,311,867)
Net Cash Used by Financing Activities (463,867) - (463,867)
NET INCREASE IN CASH AND CASH EQUIVALENTS 2,168 - 2,168
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD - - -
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 2,168 $ - $ 2,168
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for:
Interest $ 21,607 $ - $ 21,607
Income taxes $ - $ - $ -
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Oxir Investments, Inc., a California corporation, was
incorporated on November 2, 1923 as Monte Regio Corporation
with the stated purpose to engage in the business of real
estate development. The Company continued in that endeavor
for several years then discontinued operations. On March
1, 1972 the Company changed its name to Precision
Resources, Inc. The Company remained dormant with no
business activity until September 1998. The Company
changed its name to Oxenuk, Inc. on November 11, 1998, and
again changed its name to its current name on November 25,
1998.
In 1998, the Company initiated negotiations to merge with
Oxir Investments, Inc., a private California company
incorporated on May 19, 1998 (Oxir). The merger was
consummated on November 25, 1998, at which time Oxir was
merged with and into the Company and the Company changed
its corporate name to Oxir Investments, Inc. Under the
terms of the merger, Oxir was dissolved.
Oxir was originally founded for the purpose of pursuing
investment opportunities in real estate, technology and
industrial businesses in the United States and
internationally, particularly in Russia.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
fiscal year ending June 30.
b. Basic Income Per Share
The computation of basic income per share of common stock
is based on the weighted average number of shares
outstanding during the period of the financial statements.
c. Financial Instruments
The following methods and assumptions were used by the
Company to estimate the fair values of financial
instruments as disclosed herein:
Cash and equivalents: The Company considers all highly
liquid investments with a maturity of three months or less
when purchased to be cash equivalents.
Investment securities: For trading securities, the
carrying amounts approximate fair value, which is based on
quoted market prices.
d. Income Taxes
Income taxes are provided for the tax effects of
transactions reported in the financial statements and
consist of taxes currently due plus deferred taxes related
primarily to unrealized gains on trading securities for
financial and income tax reporting. The deferred tax
liability represents the future tax return consequences of
those differences, which will either be taxable or
deductible when the securities are sold.
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
f. Property and Equipment
Property and equipment are recorded at cost. Major
additions and improvements are capitalized. Minor
replacements, maintenance and repairs that do not increase
the useful life of the assets are expensed as incurred.
Depreciation of property and equipment is determined using
the straight-line method over the expected useful lives of
the assets as follows:
Description Useful Lives
Leasehold improvements 10 years
Furniture and fixtures 7 years
Automobiles 5 years
g. Deposits
The Company has given refundable deposits on its office lease.
h. Advertising
The Company follows the policy of charging the costs of
advertising to expense as incurred.
i. Concentrations of Risk
The Company purchases trading securities using a margin
account. If the securities decline in value below the
original cost, the Company will be liable for the
difference.
NOTE 3 - INVESTMENT IN TRADING SECURITIES
The Company has a diverse portfolio of investments in
marketable equity securities. Management determines the
appropriate classification of the securities at the time
they are acquired and evaluates the appropriateness of such
classifications at each balance sheet date. All securities
owned are held for resale in anticipation of short-term
fluctuations in market prices, and are therefore classified
as trading securities. Trading securities, consisting
primarily of actively traded equity securities, are stated
at fair value. Realized and unrealized gains and losses
are included in income.
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1999
NOTE 3 - INVESTMENT IN TRADING SECURITIES (Continued)
A summary of investment earnings recognized as other income
during the period from July 1, 1998 through February 28,
1999 is as follows:
Trading Securities
Realized gains (losses), net $ 539,368
Unrealized gains (losses), net 2,060,600
$ 2,599,968
NOTE 4 - PROPERTY AND EQUIPMENT
Property and equipment at February 28, 1999 consisted of the following:
Leasehold improvements $ 94,216
Furniture and fixtures 223,882
Automobiles 35,240
Equipment 43,810
Total 397,148
Less accumulated depreciation 16,336
Property and Equipment - Net $ 380,812
Depreciation expense for the period ended February 28, 1999 was $16,336.
NOTE 5 - RELATED PARTY RECEIVABLE
During the period ended February 28, 1999, the Company
advanced $1,311,867 to OXIR Investments Ltd. (OIL). OIL is
related through common ownership. The funds were used by
OIL for the purpose of investing in a highrise condominium
development in Moscow, Russia. The Company is currently
negotiating to purchase OIL by issuing shares of its common
stock to the shareholders of OIL. Management is confident
that the acquisition will be completed in June of 1999. (See Note 9)
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1999
NOTE 6 - COMMITMENTS
a. Employment Agreement
The Company has entered into an Employment Agreement with
an officer which requires payment of an annual salary of
$60,000 per year. The Company has also agreed to pay a
death benefit to the officer's estate in the amount of
$60,000 in the event of his death. If the contract is terminated,
the Company has agreed to pay the officer $20,000.
b. Lease Agreement
The Company has leased an office space under a 60-month
operating lease. The Company has placed a $10,000 deposit
in a Citibank CD which becomes refundable at the end of the
lease term of 60 months. The rents to be paid under the
terms of the lease described above is summarized as
follows:
During the Year
Ended
June 30, Amount
1999 $ 15,200
2000 45,589
2001 45,589
2002 45,589
2003 45,589
Due thereafter 20,892
Total due $ 218,448
NOTE 7 - MARGIN ACCOUNT
The Company buys and sells equity securities using a margin
account. In the course of buying and selling the
securities, the Company has incurred a liability to the
brokerage firm. The balance carries an interest rate of
6.75% and is collateralized by the securities held in the
account.
<PAGE>
OXIR INVESTMENTS, INC.
(A Development Stage Company)
Notes to the Financial Statements
February 28, 1999
NOTE 8 - INCOME TAX MATTERS
The net deferred tax liability consisted of the following
components as of February 28, 1999:
1999
Deferred tax assets $ -
Deferred tax liabilities relating to:
Net unrealized gains on trading securities (708,632)
Net deferred tax liability $ (708,632)
The components giving rise to the net deferred tax
liability described above have been included in the
accompanying balance sheet as of February 28, 1999 as
follows:
1999
Current assets $ -
Current liabilities (708,632)
$ (708,632)
Realization of deferred tax assets is dependent upon
sufficient future taxable income during the period that
deductible temporary differences are expected to be
available to reduce taxable income.
The provision for income taxes from inception on May 19,
1998 through February 28, 1999 consisted of the following:
1999
Current income taxes $ 51,280
Deferred income taxes 708,632
Income tax expense $ 759,912
NOTE 9 - PROPOSED ACQUISITIONS
On February 24, 1999, the Company entered into an agreement
to acquire, through a tax free exchange of shares, 100% of
the issued and outstanding shares of OXIR Financial
Services, Ltd. (OFS), a British Virgin Islands corporation,
incorporated on March 30, 1995. OFS is
actively involved in trading activities in the equity
markets. It is anticipated that this transaction will be
finalized prior to June 30, 1999.
On February 24, 1999, the Company entered into an agreement
to acquire, through a tax free exchange of shares, One
Hundred Percent of the issued and outstanding shares of
OXIR Investment, Ltd. (OIL), a British Virgin Islands
corporation, incorporated on May 5, 1997. OIL
is involved in real estate development projects in Russia.
It is anticipated that this transaction will be finalized
prior to June 30, 1999. Both OFS and OIL will become
wholly owned subsidiaries of the Company.
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
3.1 Articles of Incorporation and Amendments
3.2 By-Laws of Registrant
4. See Exhibit No. 3.1, Articles of Incorporation and
amendments thereto
10.1 Agreement of Merger
10.2 Employment Agreement for Kirill Mendelson
27. Financial Data Schedule
________________
2. Description of Exhibits
See Item I above.
SIGNATURES
In accordance with Section 12 of the Securities and Exchange
Act of 1934, the registrant caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly
organized.
OXIR INVESTMENTS, INC.
(Registrant)
Date: June 15, 1999 By: /S/ Vassili I. Oxenuk
Vassili I. Oxenuk
President, C.E.O.
ARTICLES OF INCORPORATION
of
MONTE REGIO CORPORATION
_________________________
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned,
ROMIE C. JACKS, M. W. JACKS and EDGAR T. ZOOK, all of whom are
citizens and residents of the State of California, United States
of America, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under the laws
of the State of California.
AND WE DO HEREBY CERTIFY:
FIRST: That the name of the said corporation shall be
MONTE REGIO CORPORATION
SECOND: That the purposes for which the said corporation is
formed are the following:
To purchase, lease and otherwise acquire, construct, own,
hold, maintain, conduct, manage and operate hotels, inns,
restaurants, garages, livery stables warehouses, athletic fields,
polo fields, race tracks, golf
courses, swimming baths, aquatic parks, theatres and buildings,
grounds and equipment of , whatsoever nature, suitable for
purposes of recreation, amusement and sports of every kind;
To purchase and otherwise acquire own, hold, sell, convey,
lease, mortgage, encumber and generally deal in real property of
every character and description; to survey, subdivide, plat,
improve and develop lands for the purpose of sale or otherwise;
To buy, sell and deal in, lumber, stone, lime, cement,
hardware and building materials of every character and
description, and to conduct and operate a general contracting and
building business;
To construct, purchase and otherwise acquire, maintain and
operate electric light and power plants, telephones, telephone
lines, railroads and tramways, in connection with the foregoing
purposes, but not as a public utility;
To construct, purchase and otherwise acquire, maintain and
operate water, water works and water rights;
To buy, sell and generally deal in goods, wares, merchandise
and other personal property of every kind and description;
To purchase, subscribe for and otherwise acquire, sell,
transfer and otherwise dispose of, mortgage, pledge hypothecate
and otherwise encumber, stocks, bonds, debentures and other
securities and obligations of other corporations, public and
private, joint stock companies and as-
sociations, either as principal or agent, and while the holder of
stocks, bonds and debentures of such corporations, joint stock
companies and associations, to exercise all the rights, powers
and privileges of ownership thereof, including the right to vote
the same, to the same extent as a natural person right or could
do;
To borrow and lend money, either as principal or agent, with
or without security therefor;
To execute notes, bonds and other obligations for money
borrowed, property purchased or otherwise acquired, by the said
corporation, labor done and services performed for the said
corporation, and for any other lawful object or purpose, and to
secure the payment of such notes, bonds and other obligations by
mortgage, pledge, hypothecation deed of trust or otherwise, of
any or all of the property acquired or which may be acquired by
the said corporation;
And to carry on any other business and to exercise any other
powers which may be necessary, proper or convenient to be carried
on or exercised in connection with any of the foregoing purposes
or incident thereto.
The said corporation, from time to time, may do any one or more
of the acts or things, or exercise any one or more of the powers,
or carry out any one or more of the purposes, herein set forth.
THIRD: That the place where the principal business of the said
corporation is to be transacted is the City and County of San
Francisco State of California.
FOURTH: That the term for which the said corporation is to exist,
is fifty (50) years from and after the date of its incorporation.
FIFTH: That the number of directors of the said corporation
is three (3) and the names and respective places of residence of
those who are appointed for the first year are as follows:
NAMES: PLACES OF RESIDENCE:
ROMIE C. JACKS, Monterey, California.
M. W. JACKS, Monterey,, California,
EDGAR T. ZOOK, San Rafael, California,
SIXTH: That the amount of the capital stock of the said
corporation is seven hundred and fifty thousand dollars
($750,000), and the number of shares into which the said capital
stock is divided is seven thousand five hundred (7,500) shares,
of the par value of one hundred dollars ($100) each.
SEVENTH: That the amount of the said capital stock which has
been subscribed is three hundred dollars ($300), and the
following are the names of the persons by whom the same has been
subscribed, and the amount subscribed by each:
NAMES NUMBER OF SHARES: AMOUNT:
ROMIE C. JACKS, 1 $100
M. W. JACKS, 1 $100
EDGAR T. ZOOK, 1 $100
IN WITNESS WHEREOF, we have hereunto set our hands and seals
this ____ day of November, 1923.
ROMIE C. JACKS (SEAL)
M. W. JACKS (SEAL)
______________ (SEAL)
STATE OF CALIFORNIA, )
ss.
City and County Of San Francisco )
On this day Of November, 1923, before me,
__________________________, a Notary Public in and for the City
and County of San Francisco, State Of California, personally
appeared ROMIE C. JACKS, M. W. JACKS and EDGAR T. ZOOK, known to
me to be the persons whose names are subscribed to the foregoing
instrument, and severally acknowledged to me that they executed
the same.
IN WITNESS WHEROF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above
written.
_______________________________
Notary Public in and for the City
and County San Francisco,
State of California.
WRITTEN CONSENT OF SHAREHOLDERS OF
MONTE REGIO CORPORATION
a corporation
TO AMENDMENT OF ARTICLES OF INCORPORATION
WHEREAS, at a meeting of the board of directors of
MONTE REGIO CORPORATION, a California corporation, held at the
office of Louis E. Goodman, room 615 Russ Building, San
Francisco, California, on September 5, 1933, at which said
meeting all the directors were present and acting, the following
resolutions were unanimously adopted by the unanimous vote of all
the directors of said corporation.
"RESOLVED: That paragraph 'Sixth' of the Articles of
Incorporation of this corporation, which provides for the amount
of the capital stock of this corporation, be and the same is
hereby amended to read as follows:
Sixth: That the total number of shares which the corporation
shall be authorized to issue shall be nine thousand (9000) shares
and the aggregate par value of all shares shall be Nine hundred
thousand ($900,000.00) Dollars and the par value of each of such
shares shall be One hundred ($100.00) Dollars.
RESOLVED, further that the president and secretary of this
corporation be and they are hereby authorized and directed to
procure the approval of these resolutions by the vote or written
consent of the shareholders of this corporation holding at least
a majority of the voting power, and thereafter to execute and
verify by their oath and file a certificate in the form and
manner required by Section 362a of the California Civil Code, and
in general to do any and all things necessary to effect such
amendment in accordance with said Section 362a."
NOW THEREFORE, each of the undersigned shareholders of MONTE
REGIO CORPORATION, does hereby approve, consent to, ratify and
confirm the foregoing resolutions and the amendment of the
articles of incorporation herein provided, and does hereby direct
that his written consent as herein represented be filed with the
secretary of said corporation for the purposes of complying with
the provisions of Section 362a of the California Civil Code.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has executed this
consent, at San Francisco, California, this 5th. day of September
1933.
NAME Number of shares.
ROMIE C. JACKS 5998 Shares
M.W. JACKS 1 Share
M. Corey 1 Share
constituting the unanimous vote of all the directors of the
corporation in favor of said resolutions.
4. All the shareholders of said corporation have approved
said resolutions by written consent in the form hereto attached
as Exhibit A and made a part hereof; the number of shares
represented by such consent is six thousand (6000) shares; such
consents have been filed with the secretary of said corporation;
and such consents set forth the wording of the resolutions of the
board of directors.
5. The total number of shares of said corporation, which are
entitled to vote on or consent to the adoption of such amendment,
are six thousand (6000) shares.
IN WITNESS WHEREOF, the undersigned have executed this
certificate of amendment this 5th. day of September 1933.
ROMIE C. JACKS
President of MONTE REGIO CORPORATION
M. W. JACKS
Secretary of MONTE REGIO CORPORATION
<PAGE>
STATE OF CALIFORNIA, )
: ss.
City and County of San Francisco. )
ROMIE C. JACKS and M W. JACKS, being first duly sworn each for
himself deposes and says;
That Romie C. Jacks is and was at all times mentioned in the
foregoing Certificate of Amendment, the president of Monte Regio
Corporation, the California corporation therein referred to, and
M. W. Jacks is and was at all said times the secretary of said
corporation; that each has read said Certificate and that the
statements therein made are true of his own knowledge, and that
the signatures purporting to be the signatures of the said Romie
C. Jacks president and M. W. Jacks secretary thereto are the
genuine signatures of the said Romie C. Jacks president and M.W.
Jacks secretary, respectively.
ROMIE C. JACKS
M. W. JACKS
Subscribed and sworn to before me this 5th. day of September,
1933.
SIGNATURE
Notary Public in and for the City
and County of San Francisco
State of California.
WRITTEN CONSENT OF SHAREHOLDERS
OF
MONTE REGIO CORPORATION
a corporation
TO OF ARTICLES OF
INCORPORATION
WHEREAS, at a meeting of the board of directors of Monte
Regio Corporation, a California corporation, held at the
office of Louis E. Goodman, room 615 Russ Building, San
Francisco, California, on September 22, 1933, at which said
meeting all the directors were present and acting, the
following resolutions were unanimously adopted by the
unanimous vote of all the directors of said corporations.
"RESOLVED: That paragraph 'third' of the Articles of
Incorporation of this corporation, which designates the
principal place of business of the corporation, be and the
same is hereby amended to read as follows:
THIRD: That the principal office for the transaction of
business of the corporation will be located in the City of
Salinas, County of Monterey, State of California.
RESOLVED, further that the president and secretary of this
corporation be and they are hereby authorized and directed to
procure the approval of those resolutions by the vote or
written consent of the stockholders of this corporation
holding at least a majority of the voting power, and
thereafter to execute and verify by their oath and file a
certificate in the form and manner required by Section 362a of
the California Civil Code and in general to do any and all
things necessary to effect such amendment in accordance with
said Section 362a.
NOW, THEREFORE, each of the undersigned shareholders of MONTE
REGIO CORPORATION does hereby approve, consent to, ratify and
confirm the foregoing resolutions and the amendment of the
articles of incorporation herein provided, and does hereby
direct that his written consent as
herein represented be filed with the secretary of said
corporation for the purpose of complying with the provisions
of Section 362a of the California Civil Code.
<PAGE>
IN WITNESS WHEREOF, each of the undersigned has exe-
cuted this consent, at San Francisco, California, this
22nd. day of September, 1933.
NAME Number of Shares,
Romie C. Jacks 5998 shares
M. W. Jacks 1 share
M. Corey 1 share
Place of business changed to City and County of San Francisco
CERTIFICATE OF AMENDMENT OF ARTICLES
OF INCORPORATION OF MONTE REGIO CORPORATION
The undersigned do hereby certify:
That they are respectively and have been at
all times herein mentioned the duly elected and acting
Directors on Monte Regio Corporation, a California
corporation, and further:
1. That a meeting of the Board of Directors of said
Corporation was duly held at 538 Merchants Exchange Building,
San Francisco, on 30th day of June, 1936 at ten o'clock A.M.
at which said meeting all the Directors of said corporation
were present.
2. At said meeting the following Resolutions were
unanimously adopted:
"RESOLVED: That paragraph THIRD of the Articles of
Incorporation of this Corporation which designates the
principal place of business of the Corporation be and the same
is hereby amended to read as follows:
'Third: That the principal office for
the transaction of business of the
Corporation will be located in the City
and County of San Francisco, State of
California.
'RESOLVED further that the president and
secretary of this Corporation be and they
are hereby authorized and directed to
procure the approval of the Resolutions
by the vote or written consent of the
stockholders of this Corporation holding
at least a majority of the voting power,
FILED
in the office of the Secretary of State
OF THE STATE OF CALIFORNIA
July 2~ 1936
FRANCIS JORDAN
SECRETARY OF STATE
By (SIGNATURE) DEPUTY
'and thereafter to execute and verify
by their oath and file a certificate
in the form and manner required by
Section 362-A of the California Civil
Code, and in general to do any and all
things necessary to effect such amend-
ment in accordance with Section 362-A'."
3. All the Directors present and acting at said meeting,
to wit: three directors, voted in favor of said Resolutions,
constituting the unanimous vote of all Directors of said
corporation in favor of said Resolutions.
4. All the shareholders of said corporation have approved
said Resolutions by written consent in the form hereto
attached as Exhibit A and made a part hereof; the number of
shares represented by such consent are six thousand (6,000)
shares; such consents have been filed with the Secretary of
said Corporation and such consents are set forth the wording
of the Resolutions of the Board of Directors.
5. The total number of shares of said Corporation which
are entitled to vote on or consent to the adoption of such
Amendment are six thousand (6,000) shares.
IN WITNESS whereof the undersigned have executed this
certificate of Amendment, this 30th day of June 1936.
ROMIE C. JACKS
President
M. W. JACKS
Secretary
STATE OF CALIFORNIA )
)SS
CITY AND COUNTY OF SAN FRANCISCO )
ROMIE C. JACKS and M. W. JACKS being first duly sworn each for
himself deposes and says:
That ROMIE C. JACKS is and was at all times mentioned in the
foregoing of Amendment the president of Monte Regio
Corporation, a California corporation, therein referred to,
and M. W. JACKS is and was at all of said times the secretary
of said Corporation; that each had read said Certificate and
that the amendments therein made are true of his own
knowledge, and that the signatures purporting to be signatures
of said
ROMIE C. JACKS, president, and M. W. JACKS, secretary
thereof are the genuine signatures of ROMIE C. JACKS and
M. W. JACKS, president and secretary respectively.
Subscribed and sworn to before me this 30th day
of June, 1936.
SIGNATURE
NOTARY PUBLIC IN AND
FOR THE CITY AND COUNTY OF
SAN FRANCISCO, STATE OF
CALIFORNIA.
---------------------
EXHIBIT "A"
WRITTEN CONSENT OF SHAREHOLDERS OF
MONTE REGIO CORPORATION, A Corporation,
to amendment of Articles of Incorporation
WHEREAS: At a meeting of the Board of Directors of Monte
Regio Corporation, a California corporation, held at 538
Merchants Exchange, San Francisco, on 30th day of June, 1936,
at which said meeting all the Directors were present and
acting, the following Resolutions were unanimously adopted by
the unanimous vote of all the Directors of said Corporation:
That paragraph THIRD of the Articles of Incorporation of this
Corporation which designates the principal place of business
of the Corporation, be and the same is hereby amended to read
as follows:
Third: That the principal office for the transaction of
business of the Corporation will be located City_ and County
of San Francisco, State of California.
RESOLVED further,, that the president and secretary of
this Corporation be and they are hereby authorized and
directed to procure the approval of these resolutions by the
vote or written consent of the stockholders of this
corporation holding at least a majority of the voting power
and thereafter to execute and verify by their oath and file a
certificate in the form and manner required by Sec. 362-A of
the California. Civil Code and in general to do any and all
things necessary to effect such amendment in accordance with
said Sec. 362-A.
NOW, THEREFORE each of the undersigned shareholders of the
Monte Regio Corporation does hereby approve, consent to,
ratify and confirm the foregoing Resolutions and the amendment
of the Articles of Incorporation herein provided, and does
hereby direct that his written consent as herein represented
be filed with the secretary of said corporation for the
purpose of complying with the provisions of Sec. 362-A of the
California Civil Code.
IN WITNESS WHEREOF each of the undersigned has
executed this consent at San Francisco, California, this
30th day of June 1936.
Name No. of shares
ROMIE C. JACKS 5998
M. W. JACKS 1
M COREY 1
STATE OF CALIFORNIA
DEPARTMENT OF CORPORATIONS
PERMIT
File No. 501 3523
Applicant: PRECISION RESOURCES, INC.
THIS PERMIT IS PERMISSIVE ONLY AND DOES NOT CONSTITUTE A
RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES PERMITTED TO BE
ISSUED
PRECISION RESOURCES INC., a California corporation,
is hereby qualified to offer, sell and issue the securities described in
its application filed on April 24, 1972, and any amendments and
supplements thereto to the date hereof, to the persons described in said
application, for the considerations, uses and purposes, and in the
manner set forth in said application. This qualification is effective
for 12 months from the date hereof.
This permit is issued upon the following condition:
(a) That the issuer of the securities authorized by this Permit and
all outstanding securities heretofore sold and issued and subject to
this legend condition shall cause a copy of Section 260.141.11 of the
Commissioner's rules to be delivered to each isuee or transferee of such
security.
That none of the securities authorized by this permit shall be sold or
issued unless and until all certificates evidencing outstanding
securities heretofore sold and issued by applicant shall have been
delivered to applicant by the holders for the purpose of imprinting on
the face of such certificates the legend set forth below in the manner
specified; that all certificates so imprinted shall be returned to their
holders; that all certificates evidencing any of the securities
authorized by this permit, whether upon initial issuance or upon any
transfer thereof, shall bear upon their face a legend prominently
stamped or printed thereon and in capital letters of not less than ten-
point type, reading as follows:
"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY,
OR
ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,
WITHOUT
THE PRIOR WRITTEN CONSENT OF THE COMMISIONER OF CORPORATIONS OF THE
STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISIONER'S RULES."
That the holders or persons entitled to said securities shall not
consummate a sale or transfer of such securities, or any interest
therein or receive any consideration therefor, without the prior written
consent of the Commissioner of Corporations except that transfers may be
effected without such consent to the issuer, or pursuant to the order or
process of any court, or by way of pledge to any person described in
Subdivision (i) of Section 25102 of the Code or Section 260.105.14 of
the Commissioner's rules, or to the transferor's ancestors, descendants
or spouse, or any custodian or-trustee for the account of the transferor
or the transferor's ancestors, descendants or spouse, or to the holders
of securities of the same class of the same issuer, or by way of gift or
donation inter vivos or on death, or by or through a broker-dealer
licensed under the Code (either acting as such or as a finder) to a
resident of a foreign state, territory or country who is neither
domiciled in this State to the knowledge of the broker-dealer, nor
actually present in this State if the sale of such securities is not in
violation of any securities law of the foreign state, territory or
country concerned or to a broker-dealer licensed under the Code in a
principal transaction, or as an underwriter or a member of an
underwriting syndicate or selling group on condition that any
certificate evidencing the security issued to such transferee shall
contain this legend.
Dated: San Francisco, California
APRIL 27 1972 BRIAN R. VAN CAMP
Commissioner of Corporations
SIGNATURE
ALBERT SALERA
Senior Corporations Counsel
AS:db
2
E N D 0 R S E D
FILED
In the office of the Secretary of State
Of the State of California
AUG 1 1972
EDMUND G. BROWN Jr., Secretary of State
By BILL HOLDEK
Deputy
CERTIFICATE TO AMENDMENT OF ARTICLES OF INCORPORATION OF
PRECISION RESOURCES, INC.
(Formerly MONTE REGIO CORPORATION)
The undersigned, MILDRED M. MILLER. President and DAVID DRUBECK,
Secretary, do hereby certify that they are respectively and have been at
all times herein mentioned, the duly elected and acting President and
Secretary of PRECISION RESOURCES, INC., (formerly MONTE REGIO
CORPORATION), a California corporation, and further that:
1. At a meeting of the Board of Directors of said corporation duly
held at 484 South Roxbury Drive, Beverly Hills, California, at 1:30 p.m.
on July 31, 1972, at which meeting there was at all times present and
acting a quorum of the members of said Board, the following resolution
was adopted:
RESOLVED that Paragraph "SIXTH" of the Articles of Incorporation of
this corporation be amended to read as follows:
"The total number of shares which this corporation shall have
authority to issue is four million five hundred thousand (4,500,000) of
the aggregate par value of Nine Hundred Thousand Dollars ($900,000.00),
all such shares to have a par value of Twenty Cents ($ .20) per share.
Upon amendment of this Article to read as hereinabove set forth each
outstanding share of the par value of $100.00 is split up and converted
into 500 shares of the par value of Twenty Cents ($ .20) per share. All
of such shares of stock shall be of one class and no distinction shall
exist between such shares of stock by the holders thereof."
2. That the shareholders have adopted said amendment by written
consent, the wording of the amended article, as set forth in the
directors' resolution in Paragraph 1 above.
<PAGE>
3. That the number of shares represented by written consent is
6,000. That the total number of shares entitled to
vote or consent to the amendment is 6, 000.
SIGNATURE
Mildred M. Miller, President
SIGNATURE
David Drubeck, Secretary
Each of the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct.
Executed at Los Angeles, California, July 31, 1972.
SIGNATURE
Mildred Miller
SIGNATURE
David Dubreck
<PAGE>
NAME CHANGED TO PRECISION RESOURCES INC.
PRINCIPAL OFFICE CHANGED TO LOS ANGELES
TERM OF EXISTENCE MADE PERPETUAL
A119949
FILED
In the office of Secretary of State
of the State of California
MAR 24 1972
EDMUND G. BROWN Jr. Secretary of State
By Bill Holden
Deputy
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION OF
MONTE REGIO CORPORATION
The undersigned, DAVID M. SCHINDLER, President, and JIMAC
SCILIPOTE, Secretary, do hereby certify that they are respectively, and
have been at all times herein mentioned, the duly elected and acting
President and acting Secretary of MONTE REGIO CORPORATION, a California
corporation, and further that
1. At a meeting of the Board of Directors of said corporation, held
at 3309 Kempton Avenue, Oakland, California, at 9:00 o'clock a.m., on
March 1, 1972, at which meeting there was at all times present and
acting, a quorum of the members of said Board, the following resolutions
were adopted:
WHEREAS, it is deemed to be in the best interests of this
corporation, and its shareholders, that its Articles of Incorporation be
amended as hereinafter provided; and
WHEREAS, there are outstanding and issued 6000 shares of common
stock of this corporation, and there are no outstanding and issued
shares of preferred stock.
NOW, THEREFORE, IT IS RESOLVED, that Article First of the Articles
of Incorporation of this corporation be amended to read as follows:
"The name of this corporation is:
PRECISION RESOURCES, INC."
<PAGE>
RESOLVED FURTHER, that Article Second of the Articles of
Incorporation of this corporation be amended to read as follows:
"(1) The specific business in which this corporation is primarily
to engage is that of aluminum, steel and other metal forging and
extrusion, and in connection therewith, to do any and all other things
necessary, incidental to, and in furtherance thereof.
(2) In addition to the foregoing principal purposes, to engage in one or
more other businesses or transactions which the Board of Directors of
this corporation may, from time to time authorize or approve, whether
related or unrelated to the business described in (1) above, or to any
other business and/or theretofore done by this corporation.
(3) To exercise any and all rights. and powers which a corporation may
now or hereafter lawfully exercise.
(4) To act as any principal, agent, and joint venturer, partner, or in
any other capacity which may be authorized or approved by the Board of
Directors of this corporation, and which may be permitted to be done by
it under the laws of the State of California; and in carrying on its
business, or for the purposes of obtaining or furthering any of its
objects, to do any and all acts and things which are now or hereafter
may be authorized by law, and either as or by and through principals,
agents, attorneys, contractors, factors, lessors, lessees or otherwise
either alone or in conjunction with others; and in addition to have and
to exercise all the rights, powers and privileges hereafter belonging to
or conferred upon corporations organized under the provisions of the
laws authorizing the formation of such corporations.
(5) To transact business in the State of California or in any other
jurisdiction of the United States of America, or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement of
both purposes and powers and the purposes and powers in each clause
shall, except where otherwise expressed, be in nowise limited to,
restricted by reference to, or inference from the terms or provisions of
any other clause but shall be regarded as independent purposes and
powers and no recital therein shall be deemed to be exclusive, but it is
hereby expressly declared that all other lawful powers not expressly
inconsistent therewith, are hereby included."
RESOLVED FURTHER that Article Third of the Articles of Incorporation be
amended to read as follows:
"The principal office for the transaction of the business of the
corporation is to be located in Los Angeles County, California."
RESOLVED FURTHER, that Article Fourth of the Articles of Incorporation
of this corporation be amended to read as follows:
"That the terms for which said corporation is to exist shall be
perpetual."
RESOLVED FURTHER, that Article Fifth of the Articles of Incorporation of
this corporation be amended by adding thereto the following paragraph:
"The number of persons above named shall constitute the number of
Directors of this corporation until changed by a duly adopted amendment
to these Articles of Incorporation, or by a duly adopted By-Law, for
which authority is hereby given."
RESOLVED FURTHER, that this amendment of the Articles of Incorporation
is hereby adopted and approved.
RESOLVED FURTHER, that any officer of this corporation be and is hereby
authorized and directed to secure said adoption and approval of the
foregoing amendment of the Articles of Incorporation by the vote or
written consent of the shareholders of this corporation, having a
majority of the voting power,, and that the President or any Vice-
President and the Secretary be and are hereby authorized and directed
thereafter to sign and verify and file a Certificate setting out said
amendments, with the Secretary of State of the State of California, in
the form and manner required of Section 3672 of the Corporations Code of
the State of California, and in general do any and all things necessary
to effect such amendment.
2. That the shareholders have adopted said amendments by a
resolution at a meeting held at 3309 Kempton Avenue, Oakland,
California, on March , 1972, at the hour of 10:00 o'clock a.m.; and that
the wording of the amended Articles, as set forth in the Shareholders'
resolution is the same as that set forth in the Directors' resolutions
in paragraph 1 above.
3. That the number of shares which voted affirmatively for the
adoption of said resolution, are 6,000, and that the total number of
shares entitled to vote on said amendment are 6,000.
Dated:. March 1, 1972.
DAVID M. SCHINDLER, President
JIMAC SCILIPOTE, Secretary-Treasurer
Each of the undersigned declares, under penalty of perjury that the
matters set forth in the foregoing Certificate, are of his own knowledge
true and correct.
Executed at Fremont, California, on March 1 1972.
DAVID M. SCHINDLER, President
Seal of the Office of the
Secretary of State
JIMAC SCILIPOTE, Secretary-Treasurer
A0515932
ENDORSED - FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
OCT 30 1998
BILL JONES, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
---------------------------------------------
Mildred Miller and Alcinda L. Miller, hereby certify that:
1. They are the President and Secretary of Precision Resources,
Inc., a California Corporation.
2. Article 1 of the Articles of Incorporation of this Corporation
is amended to read as follows:
Article 1. The name of the corporation is OXENUK, INC.
3. The foregoing amendment of Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendments of Articles of Incorporation has been
approved by the required vote of the shareholders in accordance with
section 902 of the Corporations Code. The total number of outstanding
shares of the corporation is 4,500,000. The number of voting in favor
of the amendment equaled or exceeded the vote required. The percentage
of vote required was more than 50%.
The undersigned declare under the penalty of perjury that the matters
set forth in the foregoing certificate are true of their own knowledge.
Dated: October 20, 1998
Mildred Miller, President
Alcinda L. Miller Secretary
SEAL OF THE OFFICE
OF THE SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
A0516617
ENDORSED FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
NOV 13 1998
BILL JONES, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
OXENUK, INC.
- ----------------------------------------------------------------
Mildred Miller and Alcinda Miller, hereby certify that:
1. They are the President and Secretary of Oxenuk, Inc., a
California Corporation.
2. Article Sixth of the Article of Incorporation of this
Corporation is hereby amended to read as follows:
Sixth. The Corporation is authorized to issue one (1) class of shares
to be designated as Common Stock ("Common Stock"). The total number of
shares of Common Stock this Corporation shall have the authority to issue
is Twenty-five Million (25,000,000) shares, no par value.
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendments of Articles of Incorporation has been
approved by the required vote of the shareholders in accordance with
section 902 of the Corporations Code. The total number of outstanding
shares of the corporation is 4,500,000. The number of voting in favor of
the amendment equaled or exceeded the vote required. The percentage of
vote required was more than 50%.
The undersigned declare under the penalty of perjury that the matters set
forth in the foregoing certificate are true of their own knowledge.
Dated: November 11, 1998
Mildred Miller, President
Alcinda Miller Secretary
SEAL OF THE SECRETARY OF STATE OF CALIFORNIA
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
OXENUK, INC.
Vassili I. Oxenuk and Kirill M. Mendelson, hereby certify that:
1. They are the President and Secretary of Precision Resources,
Inc., a California Corporation.
2. Article 1. of the Articles of Incorporation of this Corporation
is amended to read as follows:
Article 1. The name of the corporation is OXIR INVESTMENTS, INC.
3. Article 4., of the Article of Incorporation of this Corporation
is hereby amended to read as follows:
Article 4. The Corporation is authorized to issue one (1) class of
shares to be designated as Common Stock ("Common Stock"). The total
number of shares of Common Stock this Corporation shall have the
authority to issue is Fifty Million (50,000,000) shares, no par value.
On the amendment of this Article to read as herein above set forth,
each outstanding share of Common Stock, no par value, is converted into
and reconstituted as three (3) shares of Common Stock, no par value,
effectuating a 3 for 1 forward split of the outstanding shares of Common
Stock of the Corporation.
3. The foregoing amendment of Articles of Incorporation has been
duly approved by the Board of Directors.
4. The foregoing amendments of Articles of Incorporation has been
approved by the required vote of the shareholders in accordance with
section 902 of the Corporations Code. The total number of outstanding
shares of the corporation is 4,600,000. The number of voting in favor
of the amendment equaled or exceeded the vote required. The percentage
of vote required was more than 50%.
Page 1 of 2
The undersigned declare under penalty of perjury that the matters
set forth in the foregoing certificate are true of their own knowledge.
Dated: November 13, 1998
Vassili I. Oxenuk, President
Kirill M. Mendelson, Secretary
Page 2 of 2
BYLAWS
OF
OXIR INVESTMENTS INC.
(A California Corporation)
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES . The board of directors shall fix
the location of the principal executive office of the corporation at any
place within or outside the State of California. If the principal
executive office is located outside this state, and the corporation has
one or more business offices in this state, the board of directors shall
fix and designate a principal business office in the State of
California.
Section 2. OTHER OFFICES. The board of directors may at any
time establish branch or subordinate offices at any place or places
where the corporation is qualified to do business.
ARTICLE II
MEETING OF SHAREHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of shareholders shall be
held at any place within or outside the State of California designated by
the board of directors. In the absence of any such designation,
shareholders' meetings shall be held at the principal executive
office of the corporation.
Section 2. ANNUAL MEETING . The annual meeting of shareholders
of this corporation shall be held at ten o'clock in the morning on the
second Tuesday of the third month following the close of the fiscal year
of the corporation, as adopted for federal income tax purposes;
provided, however, that if said Tuesday shall fall on a legal holiday,
said meeting shall be held at the same hour and place on the next day
thereafter which is not a legal holiday. At the annual meeting,
directors shall be elected, reports of the affairs of the corporation
shall be considered, and any other business may be transacted which is
within the power of the shareholders and allowed by law.
Section 3. SPECIAL MEETING. A special meeting of the
shareholders may be called at any time by the board of directors, or by
the chairman of the board, or by the president, or by one or more
shareholders holding shares in the aggregate entitled to cast not less
than 10% of the votes at that meeting.
If a special meeting is called by any person or persons other
than the board of directors, the request shall be in writing,
specifying the time of such meeting and the general nature of the
business proposed to be transacted, and shall be delivered personally
or sent by registered mail or by telegraphic or other facsimile
transmission to the chairman of the board, the president, any vice
president, or the secretary of the corporation. The officer receiving
the request shall cause notice to be promptly given to the shareholders
entitled to vote, in accordance with the provisions of Sections 4 and 5
of this Article, that a meeting will be held at the time requested by
the person or, persons calling the meeting, not less than thirty-five
(35) nor more than sixty (60) days after the receipt of the request.
If the notice is not given within twenty (20) days after receipt of the
request, the person or persons requesting the meeting may give the
notice. Nothing contained in this paragraph of this Section shall be
construed as limiting, fixing or affecting the time when a meeting of
shareholders called by action of the board of directors may be held.
Section 4. NOTICE OF SHAREHOLDERS' MEETING. All notices of
meetings of shareholders shall be sent or otherwise given in accordance
with Section 5 of this Article not less than ten (10) nor more than sixty
(60) days before the date of the meeting. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special
meeting, the general nature of the business to be transacted, or (ii) in
the case of the annual
meeting, those matters which the board of directors, at the time of
giving the notice, intends to present for action by the shareholders.
The notice of any meeting at which directors are to be elected shall
include the name of any nominee or nominees whom, at the time of the
notice, management intends to present for election.
If action is proposed to be taken at any meeting for approval
of (i) a contract or transaction in which a director has a direct or
indirect financial interest, pursuant to Section 310 of the Corporations
Code of California, (ii) an amendment of the articles of incorporation,
pursuant to Section 902 of that Code, (iii) a reorganization of the
corporation, pursuant to Section 1201 of that Code, (iv) a voluntary
dissolution of the corporation, pursuant to Section 1900 of that Code,
or (v) a distribution in dissolution other than in accordance with the
rights of outstanding preferred shares, pursuant to Section 2007 of that
Code, the notice shall also state the general nature of that proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice
of any meeting of shareholders shall be given either personally or by
first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the shareholder at the address of that shareholder
appearing on the books of the corporation or given by the shareholder to
the corporation for the purpose of notice. If no such address appears
on the corporation's books or is given, notice shall be deemed to have
been given if sent to that shareholder by first-class mail or
telegraphic or other written communication to the corporation's
principal executive office, or if published at least once in newspaper
of general circulation in the county where that office is located.
Notice shall be deemed to have been
<PAGE>
given at the time when delivered personally or deposited in the mail or
sent by telegram or other means of written communication.
If any notice addressed to a shareholder at the address of that
shareholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that
the United States Postal Service is unable to deliver the notice to the
shareholder at that address, all future notices or reports shall be
deemed to have been duly given without further mailing if these shall be
available to the shareholder on written demand of the shareholder at the
principal executive office of the corporation for a period of one year
from the date of the giving of the notice.
An affidavit of the mailing or other means of giving any notice
of any shareholders' meeting shall be executed by the secretary,
assistant secretary, or any transfer agent of the corporation giving the
notice, and shall be filed and maintained in the minute book of the
corporation.
Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
shareholders shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a
quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than
a quorum, if any action taken (other than adjournment) is approved by at
least a majority of the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING; NOTICE. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be
adjourned from time to time by the vote of the majority of the shares
represented at that meeting, either in person or by proxy, but in the
absence of a quorum, no other business may be transacted at that
meeting, except as provided in Section 6 of this Article.
When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place are announced at a meeting at
which the adjournment is taken, unless a new record date for the
adjourned meeting is fixed, or unless the adjournment is for more than
forty-five (45) days from the date set for the original meeting, in
which case the board of directors shall set a new record date. Notice
of any such adjourned meeting shall be given to each shareholder of
record entitled to vote at the adjourned meeting in accordance with the
provisions of Sections 4 and 5 of this Article. At any adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting.
Section 8. VOTING . The shareholder entitled to vote at any
meeting of shareholders shall be determined in accordance with the
provisions of Section 11 of this Article, subject to the provisions of
Sections 702 to 704, inclusive, of the Corporations Code of California
(relating to voting shares held by a fiduciary, in the name of a
corporation, or in joint ownership). The shareholders' vote may be by
voice vote or by ballot; provided, however, that any election for
directors must be by ballot if demanded by any shareholder before the
voting has begun. On any matter other than the elections of directors,
any shareholder may vote part of the shares in favor of the proposal and
refrain from voting the remaining shares or vote them against the
proposal, but, if the shareholder fails to specify the number of shares
which the shareholder is voting affirmatively, it will be conclusively
presumed that the shareholder's approving vote is with respect to all
shares that the shareholder is entitled to vote. If a quorum is
present, the affirmative vote of the majority of the shares represented
at the meeting and entitled to vote on any matter (other than the
election of directors) shall be the act of the shareholders, unless the
vote of a greater number or voting by classes is required by California
General Corporation Law or by the articles of incorporation.
At a shareholders' meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes (i.e., cast
for any one or more candidates a number of votes greater than the number
of the shareholder's shares) unless the candidates' names have been
placed in nomination prior to commencement of the voting and a
shareholder has given notice prior to commencement of the voting of the
shareholder's intention to cumulate votes. If any shareholder has given
such a notice, then every shareholder entitled to vote may cumulate
votes for candidates in nomination and give one candidate a number of
votes equal to the number of directors to be elected multiplied by the
number of votes to which that shareholder's shares are entitled, or
distribute the shareholder's votes on the same principle among any or
all of the candidates, as the shareholder thinks fit. The candidates
receiving the highest number of votes, up to the number of directors to
be elected, shall be elected.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS.
The transactions of any meeting of shareholders, either annual or special,
however called and noticed, and wherever held, shall be as valid as though
had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each person entitled to vote, who was not present in person or by
proxy, signs a written waiver of notice or a consent to a holding of the
meeting, or an approval of the minutes. The waiver of notice or consent
need not specify either the business to be transacted or the purpose of
any annual or special meeting of shareholders, except that if action is
taken or proposed to be taken for approval of any of those matters
specified in the second paragraph of Section 4 of this Article, the waiver
of notice or consent shall state the general nature of the proposal. All
such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of
notice of that meeting, except when the person objects, at the beginning
of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of
matters not included in the notice of the meeting if that objection is
expressly made at the meeting.
Section 10. SHAREHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting
of shareholders may be taken without a meeting and without prior notice
if a consent in writing setting forth the action so taken is signed by
the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take that action
at a meeting at which all shares entitled to vote on that action were
present and voted. In the case of election of directors, such a consent
shall be effective only if signed by the holders of all outstanding
shares entitled to vote for the election of directors; provided,
however, that a director may be elected at any time to fill a vacancy on
the board of directors that has not been filled by the directors, by the
written consent of the holders of a majority of the outstanding shares
entitled to vote for the election of directors. All such consents shall
be filed with the secretary of the corporation and shall be maintained
in the corporate records. Any shareholder giving a written consent, or
the shareholder's proxy holders, or a transferee of the shares, or a
personal representative of the shareholder, or their respective proxy
holders, may revoke the consent by a writing received by the secretary
of the corporation before written consents of the number of shares
required to authorized the proposed action have been filed with the
secretary.
If the consents of all shareholders entitled to vote have not
been solicited in writing, and if the unanimous written consent of all
such shareholders shall not have been received, the secretary shall give
prompt notice of the corporate action approved by the shareholders
without a meeting. This notice shall be given in the manner specified
in Section 5 of this Article. In the case of approval of (i) contracts
or transactions in which a director has a direct or indirect financial
interest, pursuant to Section 310 of the Corporations Code of
California, (ii) indemnification of agents of the corporation, pursuant
to Section 317 of that Code, (iii) a reorganization of the corporation,
pursuant to Section 1201 of that Code, and (iv) a distribution in
dissolution other than in accordance with the rights of outstanding
preferred shares, pursuant to Section 2007 of that Code, the notice
shall be given at least ten (10) days before the consummation of any
action authorized by that approval.
Section 11. RECORD DATE FOR SHAREHOLDER NOTICE, VOTING. AND
GIVING CONSENTS. For purposes of determining the shareholders entitled
to notice of any meeting or to vote or entitled to give consent to
corporate action without a meeting, the board of directors may fix, in
advance, a record date, which shall not be more than sixty (60) days nor
less than ten (10) days before the date of any such meeting nor more
than sixty (60) days before any such action without a meeting, and in
this event only shareholders of record on the date so fixed are entitled
to notice and to vote or to give consents, as the case may be,
notwithstanding any transfer of any shares on the books of the
corporation after the record date, except as otherwise provided in the
California General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining shareholders entitled
to notice of or to vote at a meeting of shareholders 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 business day next preceding the day on which the meeting is held.
(b) The record date for determining shareholders entitled to
give consent to corporate action in writing without a meeting, (i) when
no prior action by the board has been taken, shall be the day on which
the first written consent is given, or (ii) when prior action of the
board has been taken, shall be at the close of business on the day on
which the board adopts the resolution relating to that action, or the
sixtieth (60th) day before the date of such other action, whichever is
later.
Section 12. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by
the person and filed with the secretary of the corporation. A proxy
shall be deemed signed if the shareholder's name is placed on the proxy
(whether by manual signature, typewriting, telegraphic transmission, or
otherwise) by the shareholder or the shareholder's attorney in fact. A
validly executed proxy which does not state that it is irrevocable shall
continue in full force and effect unless (i) revoked by the person
executing it, before the vote pursuant to that proxy, by a writing
delivered to the corporation stating that the proxy is revoked, or by a
subsequent proxy executed by, or attendance at the meeting and voting in
person by, the person executing the proxy; or (ii) written notice of the
death or incapacity of the maker of that proxy is received by the
corporation before the vote pursuant to that proxy is counted; provided,
however, that no proxy shall be valid after the expiration of eleven
(11) months from the date of the proxy, unless otherwise provided in the
proxy. The revocability of a proxy that states on its face that it is
irrevocable shall be governed by the provisions of Sections 705(e) and
705(f) of the Corporations Code of California.
Section 13. INSPECTORS OF ELECTION. Before any meeting of
shareholders, the board of directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or
its adjournment. If no inspectors of election are so appointed, the
chairman of the meeting may, and on the request of any shareholder or a
shareholder's proxy shall, appoint inspectors of election at the
meeting. The number of inspectors shall be either one (1) or three (3).
If inspectors are appointed at a meeting on the request of one or more
shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one (1) or three
(3) inspectors are to be appointed. If any person appointed as
inspector fails to appear or fails or refuses to act, the chairman of
the meeting may, and upon the request of any shareholder or a
shareholder's proxy shall, appoint a person to fill that vacancy.
These inspectors shall:
(a) Determine the number of shares outstanding and the voting
power of each, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine when the polls shall close;
(f) Determine the result; and
(g) Do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the California
General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be
approved by the shareholders or by the then outstanding shares, the
business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the direction of the
board of directors.
Without prejudice to these general powers, and subject to the same
limitations, the directors shall have the power to:
(a) Select and remove all officers, agents, and employees of
the corporation; prescribe any powers and duties for them that are
consistent with law, with the articles of incorporation, and with these
bylaws; fix their compensation; and require from them security for
faithful service.
(b) Change the principal executive office or the principal
business office in the State of California from one
location to another; cause the corporation to be
qualified to do business in any other state, territory,
dependency, or country and conduct business within or
without the State of California; and designate any place
within or without the State of California for the holding
of any shareholders' meeting, or meetings, including
annual meetings.
(c) Adopt, make, and use a corporate seal; prescribe the
forms of certificates of stock; and alter the form of the seal and
certificates.
(d) Authorize the issuance of shares of stock of the
corporation on any lawful terms, in consideration of money paid, labor
done, services actually rendered, debts or securities cancelled, or
tangible or intangible property actually received.
(e) Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the
corporation's purposes, in the corporate name, promissory notes, bonds,
debentures, deeds of trust, mortgages, pledges, hypothecations, and
other evidences of debt and securities.
Section 2. NUMBER AND QUALIFICATION OF DIRECTOR. The
authorized number of directors shall be three (3) until changed by a
duly adopted amendment to the articles of incorporation or by an
amendment to this bylaw adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote;
provided, however, that an amendment reducing the number of directors to
a number less than five (5) cannot be adopted if the votes cast against
its adoption at a meeting, or the shares not consenting in the case of
action by written consent, are equal to more than 16-2/3 % of the
outstanding shares entitled to vote.
Section 3. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors
shall be elected at each annual meeting of the shareholders to hold
office until the next annual meeting. Each director, including a
director elected to fill a vacancy, shall hold office until the
expiration of the term for which elected and until a successor has been
elected and qualified.
Section 4. VACANCIES. Vacancies in the board of directors may
be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director, except that a vacancy created
by the removal of a director by the vote or written consent of the
shareholders or by court order may be filled only by the vote of a
majority of the shares entitled to vote represented at a duly held
meeting at which a quorum is present, or by the written consent of
holders of a majority of the outstanding shares entitled to vote. Each
director so elected shall hold office until his successor has been
elected and qualified at an annual meeting of the shareholders or at a
special meeting of shareholders called for that purpose.
A vacancy or vacancies in the board of directors shall be
deemed to exist in the event of the death, resignation, or removal of
any director, or if the board of directors by resolution declares vacant
the office of a director who has been declared of unsound mind by an
order of court or convicted of a felony, or if the shareholders fail, at
any meeting of shareholders at which any director or directors are
elected, to elect the number of directors to be voted for at that
meeting.
The shareholders may elect a director or directors at any time
to fill any vacancy or vacancies not filled by the directors, but any
such election by written consent shall require the consent of a majority
of the outstanding shares entitled to vote.
Any director may resign effective on giving written notice to
the chairman of the board, the president, the secretary, or the board of
directors, unless the notice specifies a later time for that resignation
to become effective. If the resignation of a director is effective at a
future time, the board of directors may elect a successor to take office
when the resignation becomes effective.
No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of
office expires.
Section 5. PLACE OF MEETINGS AND MEETINGS BY TELEPHONE. Regular
meetings of the board of directors may be held at any place within or
outside the State of California that has been designated from time to
time by resolution of the board. In the absence of such a designation,
regular meetings shall be held at the principal executive office of the
corporation. Special meetings of the board shall be held at any place
within or outside the State of California that has been designated in
the notice of the meeting or, if not stated in the notice or there is
not notice, at the principal executive office of the corporation. Any
meeting, regular or special, may be held by conference telephone or
similar communication equipment, so long as all directors participating
in the meeting can hear one another, and all such directors shall be
deemed to be present in person at the meeting
Section 6. ANNUAL MEETING. Immediately following each annual
meeting of shareholders, the board of directors shall hold a regular
meeting for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of this meeting
shall not be required.
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of
the board of directors shall be held without call at such time as shall
from time to time be fixed by the board of directors. Such regular
meetings may be held without notice.
Section 8. SPECIAL MEETINGS. Special meetings of the board of
directors for any purpose or purposes may be called at any time by the
chairman of the board or the president or any vice president or the
secretary or any two directors.
Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by first-
class mail or telegram, charges prepaid, addressed to each director at
that director's address as it is shown on the records of the
corporation. In case the notice is mailed, it shall be deposited in the
United States mail at least four (4) days before the time of the holding
of the meeting. In case the notice is delivered personally, or given by
telephone or telegram, such notice shall be given at least forty-eight
(48) hours before the time of the holding of the meeting. Any oral
notice given personally or by telephone may be communicated either to
the director or to a person at the office of the director who the person
giving the notice has reason to believe will promptly communicate it to
the director. The notice need not specify the purpose or place of the
meeting if the meeting is to be held at the principal executive office
of the corporation.
Section 9. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business,
except to adjourn as provided in Section 11 of this Article. Every act
or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the
act of the board of directors, subject to the provisions of Section 310
of the Corporations Code of California (as to approval of contracts or
transactions in which a director has a direct or indirect material
financial interest), Section 311 of that Code (as to appointment of
committees), and Section 317(e) of that Code (as to indemnification of
directors). A meeting at which a quorum is initially present may
continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for that meeting.
Section 10. WAIVER OF NOTICE. The transactions of any meeting
of the board of directors, however called and noticed or wherever held,
shall be as valid as though had a meeting duly held after regular call
and notice if a quorum is present and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes.
The waiver of notice or consent need not specify the purpose of the
meeting. All such waivers, consents, and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting.
Notice of a meeting shall also be deemed given to any director who
attends the meeting without protesting, before or at its commencement,
the lack of notice to that director.
Section 11. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another
time and place.
Section 12. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the
meeting is adjourned for more than twenty-four (24) hours, in which case
notice of the time and place shall be given before the time of the
adjourned meeting, in the manner specified in Section 8 of this Article,
to the directors who were not present at the time of the adjournment.
Section 13. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or collectively
consent in writing to that action. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the board.
Section 14. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the board of directors. This Section shall
not be construed to preclude any director from serving the corporation
in any other capacity as an officer, agent, employee, or otherwise, and
receiving compensation for those services.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors may,
by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of two or
more directors, to serve at the pleasure of the board. The board may
designate one or more directors is alternate members of any committee,
who may replace any absent member at any meeting of the committee. Any
committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except with respect to:
(a) The approval of any action which, under the General
Corporation Law of California, also requires shareholders' approval or
approval of the outstanding shares;
(b) The filling of vacancies on the board of directors or on
any committee;
(c) The fixing of compensation of the directors for serving
on the board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new
bylaws;
(e) The amendment or repeal of any resolution of the board of
directors which by its express terms is not so amendable or repealable;
(f) A distribution to the shareholders of the corporation,
except at a rate or in a periodic amount or within a price range
determined by the board of directors; or
(g) The appointment of any other committees of the board of
directors or the members of these committees.
Section 2. MEETINGS AND ACTION OF COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in
accordance with, the provisions of Article III of these bylaws, Sections
5 (place of meetings), 7 (regular meetings),
8 (special meetings and notice), 9 (quorum), 10 (waiver of notice), 11
(adjournment), 12 (notice of adjournment), and 13 (action without
meeting), with such changes in the context of those bylaws as are
necessary to substitute the committee and its members for the board of
directors and its members, except that the time of regular meetings of
committees may be determined either by resolution of the board of
directors or by resolution of the committee; special meetings of
committees may also be called by resolution of the board of directors;
and notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of
the committee. The board of directors may adopt rules for the
government of any committee not inconsistent with the provisions of
these bylaws.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a
president, a secretary, and a chief financial officer. The corporation
may also have, at the discretion of the board of directors, a chairman
of the board, one or more vice presidents, one or more assistant
secretaries, one or more assistant treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of
this Article. Any number of offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the corporation,
except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, shall be chosen by
the board of directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract
of employment.
Section 3. SUBORDINATE OFFICERS. The board of directors may
appoint, and may empower the president to appoint, such other officers
as the business of the corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as
are provided in the bylaws or as the board of directors may from time to
time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject to the
rights, if any, of an officer under any contract of employment, any
officer may be removed, either with or without cause, by the board of
directors, at any regular or special meeting of the board, or, except in
case of an officer chosen by the board of directors, by any officer upon
whom such power of removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to
the corporation. Any resignation shall take effect at the date of the
receipt of that notice or at any later time specified in that notice;
and, unless otherwise specified in that notice, the acceptance of the
resignation shall not be necessary to make it effective. Any
resignation is without prejudice to the rights, if any, of the
corporation under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in these bylaws for
regular appointments to that office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board,
if such an officer be elected, shall, if present, preside at meetings of
the board of directors and exercise and perform such other powers and
duties as may be assigned to him from time to time by the board of
directors or prescribed by the bylaws. If there is no president, the
chairman of the board shall be the chief executive officer of the
corporation and shall have the powers and duties prescribed in Section 7
of this Article.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the board of directors to the chairman of the
board, if there be such an officer, the president shall be the chief
executive officer of the corporation and shall, subject to the control
of the board of directors, have general supervision, direction, and
control of the business and the officers of the corporation. He shall
preside at all meetings of the shareholders and, in the absence of the
chairman of the board, or if there be none, at all meetings of the board
of directors. He shall have the general powers and duties of management
usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the board of
directors or the bylaws.
Section 8. VICE PRESIDENTS. In the case of absence or
disability of the president, the vice presidents, if any, in order of
their rank as fixed by the board of directors or, if not ranked, a vice
president designated by the board of directors, shall perform all the
duties of the president, and when so acting shall have all the powers
of, and be subject to all the restrictions upon, the president. The
vice-presidents shall have such other powers and perform such other
duties as may be prescribed for them from time to time by the board of
directors or the bylaws, and the president or the chairman of the board.
Section 9. SECRETARY. The secretary shall keep or cause to be
kept, at the principal executive office or such other place as the board
of directors may direct, a book of minutes of all meetings and actions
of directors, committees of directors, and shareholders, with the time
and place of the meeting, whether regular or special, and, if special,
how authorized, the notice given, the names of those present at
directors' meetings or committee meetings, the number of shares present
or represented at shareholders' meetings, and the substance of the
proceedings.
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a
share register, or a duplicate share register, showing the names of all
shareholders and their addresses, the number and classes of shares held
by each, the number and date of certificates issued for the same, and
the number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of the shareholders and of the board of directors required to
be given by the bylaws, or by the corporation law of the State of
California and he shall keep the seal of the corporation if one be
adopted, in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the board of directors or the
bylaws.
Section 10. CHIEF FINANCIAL OFFICE . The chief financial
officer shall keep and maintain, or cause to be kept and maintained,
adequate and correct books and records of accounts of the properties and
business transactions of the corporation, including accounts of its
assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The books of account shall at all
reasonable times be open to inspection by any director.
The chief financial officer shall deposit all moneys and other
valuables in the name and to the credit of the corporation with such
depositories as may be designated by the board of directors. He shall
disburse the funds of the corporation as may be ordered by the board of
directors, shall render to the president and directors, whenever they
request it, an account of all of his transactions as chief financial
officer and of the financial condition of the corporation, and shall
have such other powers and perform such other duties as may be
prescribed by the board of directors or the bylaws.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS,
EMPLOYEES, AND OTHER AGENTS
Section 1. AGENTS, PROCEEDINGS. AND EXPENSES. For the purposes
of this Article, "agent" means any person who is or was a director,
officer, employee, or other agent of this corporation, or who is or was
serving at the request of this corporation as a director, officer,
employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise, or who was a
director, officer, employee, or agent of a foreign or domestic
corporation that was a predecessor corporation of this corporation or of
another enterprise at the request of such predecessor corporation;
"proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative;
and "expenses" includes, without limitation, attorneys' fees and any
expenses of establishing a right to indemnification under Section 4 or
Section 5(d) of this Article.
Section 2. ACTIONS OTHER THAN BY THE CORPORATION. This
corporation shall have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other
than an action by or in the right of this corporation to procure a
judgment in its favor) by reason of the fact that such person is or was
an agent of this corporation, against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and
in a manner that the person reasonably believed to be in the best
interests of this corporation and, in the case of a criminal proceeding,
had no reasonable cause to believe the conduct of that person was
unlawful. The termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea 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 which the person reasonably
believed to be in the best interests of this corporation or that the
person had reasonable cause to believe that the person's conduct was
unlawful.
Section 3. ACTIONS BY THE CORPORATION. This corporation shall
have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed
action by or in the right of this corporation to procure a judgment in
its favor by reason of the fact that person is or was an agent of this
corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of that action if
that person acted in good faith, in a manner that person believed to be
in the best interests of this corporation and its shareholders. No
indemnification shall be made under this Section:
(a) In respect to any claim, issue or matter as to which that
person shall have been adjudged to be liable to this corporation in the
performance of that person's duty to this corporation and it
shareholders, unless and only to the extent that the court in which that
action was brought shall determine upon application that, in view of all
the circumstances of the case, that person is fairly and reasonably
entitled to indemnity for the expenses which the court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a
threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending
action which is settled or otherwise disposed of without court approval.
Section 4. SUCCESSFUL DEFENSE BY AGENT. To the extent that an
agent of this corporation has been successful on the merits in defense
of any proceeding referred to in Sections 2 or 3 of this Article, or in
defense of any claim, issue, or matter therein, the agent shall be
indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.
Section 5. REQUIRED APPROVAL. Except as provided in Section 4
of this Article, any indemnification under this Article shall be made by
this corporation only if authorized in the specific case, on a
determination that indemnification of the agent is proper in the
circumstances because the agent has met the applicable standard of
conduct set forth in Sections 2 or 3 of this Article, or by one of the
following:
(a) A majority vote of a quorum consisting of directors who
are not parties to the proceeding;
(b) Independent legal counsel in a written opinion if a
quorum of directors who are not parties to such a proceeding is not
available;
(c) Approval by the affirmative vote of a majority of the
shares of this corporation entitled to vote represented at a duly held
meeting at which a quorum is present or by the written consent of
holders of a majority of the outstanding shares entitled to vote. For
this purpose, the shares owned by the person to be indemnified shall not
be considered outstanding or entitled to vote thereon; or
(d) The court in which the proceeding is or was pending, on
application made by this corporation or the agent or the attorney or
other person rendering services in connection with the defense, whether
or not such application by the agent, attorney, or other person is
opposed by this corporation.
Section 6. ADVANCE OF EXPENSES. Expenses incurred in defending
any proceeding may be advanced by this corporation before the final
disposition of the proceeding on receipt of an undertaking by or on
behalf of the agent to repay such amounts if it shall be determined
ultimately that the agent is not entitled to be indemnified as
authorized in this Article.
Section 7. OTHER CONTRACTUAL RIGHTS. The indemnification
provided by this Article shall not be deemed exclusive of any other
rights to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in an official capacity and as to action in
another capacity while holding such office, to the extent such
additional rights to indemnification are authorized in the articles of
the corporation. Nothing in this section shall affect any right to
indemnification to which persons other than such directors and officers
may be entitled by contract or otherwise.
Section 8. LIMITATIONS. No indemnification or advance shall be
made under this Article, except as provided in Section 4 or Section
5(d), in any circumstance where it appears:
(a) That it would be inconsistent with a provision of the
articles, bylaws, a resolution of the shareholders, or an agreement in
effect at the time of the accrual of the alleged cause of action
asserted in the proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification;
or
(b) That it would be inconsistent with any condition
expressly imposed by a court in approving a settlement.
Section 9. INSURANCE. This corporation may purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or
arising out of the agent's status whether or not this corporation would
have the power to indemnify the agent against that liability under the
provisions of this section. Notwithstanding the foregoing, if this
corporation owns all or a portion of the shares of the company issuing
the policy of insurance, the insuring company and/or the policy shall
meet the conditions set forth in section 317(i) of the Corporations
Code.
Section 10. FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN.
This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of an employee benefit plan in
that person's capacity, even though that person may also be an agent of
the corporation. The corporation shall have the power to indemnify, and
to purchase and maintain insurance on behalf of any such trustee,
investment manager, or other fiduciary of any benefit plan for any or
all of the directors, officers, and employees of the corporation or any
of its subsidiary or affiliated corporations. Nothing contained in this
Article shall limit any right to indemnification to which such a
trustee, investment manager, or other fiduciary may be entitled by
contract or otherwise, which shall be enforceable to the extent
permitted by applicable law other than this Article.
Section 11. SURVIVAL OF RIGHTS. The rights provided by this
Article shall continue for a person who has ceased to be an agent and
shall inure to the benefit of the heirs, executors, and administrators
of such person.
Section 12. EFFECT OF AMENDMENT. Any amendment, repeal, or
modification of this Article shall not adversely affect an agent's right
or protection existing at the time of such amendment, repeal, or
modification.
Section 13. SETTLEMENT OF CLAIMS. The corporation shall not be
liable to indemnify any agent under this Article for (a) any amounts
paid in settlement of any action or claim effected without the
corporation's written consent, which consent shall not be unreasonably
withheld, or (b) any judicial award, if the corporation was not given a
reasonable and timely opportunity to participate, at its expense, in the
defense of such action.
Section 14. SUBROGATION. In the event of payment under this
Article, the corporation shall be subrogated to the extent of such
payment to all of the rights of recovery of the agent, who shall execute
all papers required and shall do everything that may be necessary to
secure such rights, including the execution of such documents as may be
necessary to enable the corporation effectively to bring suit to enforce
such rights.
Section 15. NO DUPLICATION OF PAYMENT. The corporation shall
not be liable under this Article to make any payment in connection with
any claim made against the agent to the extent the agent has otherwise
actually received payment, whether under a policy of insurance,
agreement, vote, or otherwise, of the amounts otherwise indemnifiable
under this Article.
<PAGE>
ARTICLE VII
RECORDS AND REPORTS
Section 1. MAINTENANCE AND INSPECTION OF SHARE REGISTER. The
corporation shall keep at its principal executive office, or at the
office of its transfer agent or registrar, if either be appointed and as
determined by resolution of the board of directors, a record of its
shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each shareholder.
A shareholder or shareholders of the corporation holding at
least five percent (5 %) in the aggregate of the outstanding voting
shares of the corporation may (i) inspect and copy the records of
shareholders' names and addresses and shareholdings during usual
business hours on five days prior written demand on the corporation, and
(ii) obtain from the transfer agent of the corporation, on written
demand and on the tender of such transfer agent's usual charges for such
list, a list of the shareholders' names and addresses, who are entitled
to vote for the election of directors, and their shareholdings, as of
the most recent record date for which that list has been compiled or as
of a date specified by the shareholder after the date of demand. This
list shall be made available to any such shareholder by the transfer
agent on or before the later of five (5) days after the demand is
received or the date specified in the demand as the date as of which the
list is to be compiled. The record of shareholders shall also be open
to inspection on the written demand of any shareholder or holder of a
voting trust certificate, at any time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or
as the holder of a voting trust certificate. Any inspection and copying
under this Section may be made in person or by an agent or attorney of
the shareholder or holder of a voting trust certificate making the
demand.
Section 2. MAINTENANCE AND INSPECTION OF BY-LAWS. The
corporation shall keep at its principal executive office, or if its
principal executive office is not in the State of California, at. its
principal business office in this state, the original or a copy of the
bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the
principal executive office of the corporation is outside the State of
California and the corporation has no principal business office in this
state, the Secretary shall, upon the written request of any shareholder,
furnish to that shareholder a copy of the bylaws as amended to date.
Section 3. MAINTENANCE AND INSPECTION OF OTHER CORPORATE
RECORDS. The accounting books and records and minutes of proceedings of
the shareholders and the board of directors and any committee or
committees of the board of directors shall be kept at such place or
places designated by the board of directors, or, in the absence of such
designation, at the principal executive office of the corporation. The
minutes shall be kept in written form and the accounting books and
records shall be kept either in written ' en form or in any other form
capable of being converted into written form. The minutes and
accounting books and records shall be open to inspection upon the
written demand of any shareholder or holder of a voting trust
certificate, at any reasonable time during usual business hours, for a
purpose reasonably related to the holder's interests as a shareholder or
as the holder of a voting trust certificate. The inspection may be made
in person or by an agent or attorney, and shall include the right to
copy and make extracts. These rights of inspection shall extend to the
records of each subsidiary corporation of the corporation.
Section 4. INSPECTION BY DIRECTORS. Every director shall have
the absolute right at any reasonable time to inspect all books, records,
and documents of every kind and the physical properties of the
corporation and each of its subsidiary corporations. This inspection by
a director may be made in person or by an agent or attorney and the
right of inspection includes the right to copy and make extracts of
documents.
Section 5. ANNUAL REPORT TO SHAREHOLDERS. The annual report to
shareholders referred to in Section 1501 of the California General
Corporation Law is expressly dispensed with, but nothing herein shall be
interpreted as prohibiting the board of directors from issuing annual or
other periodic reports to the shareholders of the corporation as they
consider appropriate.
Section 6. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet
of the corporation as of the end of each such period, that has been
prepared by the corporation shall be kept on file in the principal
executive office of the corporation for twelve (12) months and each such
statement shall be exhibited at all reasonable times to any shareholder
demanding an examination of any such statement or a copy shall be mailed
to any such shareholder.
If a shareholder or shareholders holding at least five percent
(5 %) of the outstanding shares of any class of stock of the corporation
makes a written request to the corporation for an income statement of
the corporation for the three-month, six-month or nine-month period of
the then current fiscal year ended more than thirty (30) days before the
date of the request, and a balance sheet of the corporation as of the
end of that period, the chief financial officer shall cause that
statement to be prepared, if not already prepared, and shall deliver
personally or mail that statement or statements to the person making the
request within thirty (30) days after the receipt of the request. If
the corporation has not sent to the shareholders its annual report for
the last fiscal year, this report shall likewise be delivered or mailed
to the shareholder or shareholders within thirty (30) days after the
request.
The corporation shall also, on the written request of any
shareholder, mail to the shareholder a copy of the last annual, semi-
annual, or quarterly income statement which it has prepared, and a
balance sheet as of the end of that period.
The quarterly income statements and balance sheets referred to
in this section shall be accompanied by the report, if any, of any
independent accountants engaged by the corporation or the certificate of
an authorized officer of the corporation that the financial statements
were prepared without audit from the books and records of the
corporation.
Section 7. ANNUAL STATEMENT OF GENERAL INFORMATION. The
corporation shall file with the Secretary of State of the State of
California, on the prescribed form, no later than one (1) month
following its anniversary date of incorporation, a statement setting
forth the authorized number of directors, the names and complete
business or residence addresses of all incumbent directors, the names
and complete business or residence addresses of the chief executive
officer, secretary, and chief financial officer, the street address of
its principal executive office or principal business office in this
state, and the general type of business constituting the principal
business activity of the corporation, together with a designation of the
agent of the corporation for the purpose of service of process, all in
compliance with Section 1502 of the Corporations Code of California.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE FOR PURPOSES OTHER THAN NOTICE AND
VOTING. For purposes of determining the shareholders 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 (other than action by shareholders by written consent
without a meeting), the board of directors may fix, in advance, a record
date, which shall not be more than sixty (60) days before any such
action, and in that case only shareholders of record on the date so
fixed are entitled to receive the dividend, distribution, or allotment
of rights or to exercise the rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the
record date so fixed, except as otherwise provided in the California
General Corporation Law.
If the board of directors does not so fix a record date, the
record date for determining shareholders for any such purpose shall be
at the close of business on the day on which the board adopts the
applicable resolution or the sixtieth (60th) day before the date of that
action, whichever is later.
Section 2. CHECKS. DRAFTS EVIDENCES OF INDEBTEDNESS. All
checks, drafts, or other orders for payment of money, notes, or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and
in such manner as, from time to time, shall be determined by resolution
of the board of directors.
Section 3. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The board of directors, except as otherwise provided in these bylaws,
may authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on behalf of
the corporation, and this authority may be general or confined to
specific instances; and, unless so authorized or ratified by the board
of directors or within the agency power of an officer, no officer,
agent, or employee shall have any power or authority to bind the
corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose or for any amount.
Section 4. CERTIFICATES OF SHARES. A certificate or
certificates for shares of the capital stock of the corporation shall be
issued to each shareholder when any of these shares are fully paid, and
the board of directors may authorize the issuance of certificates or
shares as partly paid provided that these certificates shall state the
amount of the consideration to be paid for them and the amount paid.
All certificates shall be signed in the name of the corporation by the
chairman of the board or vice chairman of the board or the president or
vice president and by the chief financial officer or an assistant
treasurer or the secretary or any assistant secretary, certifying the
number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be
facsimile. In the case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed on a certificate
shall have ceased to be that officer, transfer agent, or registrar
before that certificate is issued, it may be issued by the corporation
with the same effect as if that person were an officer, transfer agent,
or registrar at the date of issuance.
Section 5. LOST CERTIFICATES. Except as provided in this
Section, no new certificates for shares shall be issued to replace an
old certificate unless the latter is, surrendered to the corporation and
cancelled at the same time. The board of directors may, in case any
share certificate, or certificate for any other security, is lost,
stolen, or destroyed, authorize the issuance of a replacement
certificate on such terms and conditions as the board may require,
including provision for indemnification of the corporation secured by a
bond or other adequate security sufficient to protect the corporation
against any claim that may be made against it, including any expense or
liability, on account of the alleged loss, theft, or destruction of the
certificate on the issuance of the replacement certificate.
Section 6. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the board, the president, or any vice president, or any
other person authorized by resolution of the board of directors or by
any of the fore going designated officers, is authorized to vote on
behalf of the corporation any and all shares of any other corporation or
corporations, foreign or domestic, standing in the name of the
corporation. The authority granted to these officers to vote or
represent on behalf of the corporation any and all shares held by the
corporation in any other corporation or corporations may be exercised by
any of these officers in person or by any person authorized to do so by
a proxy duly executed by these officers.
Section 7. REIMBURSEMENT OF CORPORATION IF PAYMENT NOT TAX
DEDUCTIBLE. If all or part of the compensation, including expenses,
paid by the corporation to a director, officer, employee, or agent is
finally determined not to be allowable to the corporation as a federal
or state income tax deduction, the director, officer, employee, or agent
to whom the payment was made shall repay to the corporation the amount
disallowed. The board of directors shall enforce repayment of each such
amount disallowed by the taxing authority.
Section 8. CONSTRUCTION AND DEFINITIONS. Unless that context
requires otherwise, the general provisions, rules of construction, and
definitions in the California General Corporation Law shall govern the
construction of these bylaws. Without limiting the generality of this
provision, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation
and a natural person.
Section 9. EXECUTION OF CONTRACTS. The Board of Directors,
except as otherwise provided in these Bylaws, may authorize any officer
or officers to enter into any agreement or execute and deliver any
instrument in the name of and on behalf of the corporation. This
authority may be general or confined to specific instances; and, unless
so authorized, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement or to
pledge its credit or to render it liable pecuniarily for any purpose or
in any amount.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY SHAREHOLDERS. New by-laws may be
adopted or these bylaws may be amended or repealed by the vote or
written consent of holders of a majority of the outstanding shares
entitled to vote; provided, however, that if the articles of
incorporation of the corporation set forth the number of authorized
directors of the corporation, the authorized number of directors may be
changed only by an amendment of the articles of incorporation.
Section 2. AMENDMENT BY DIRECTOR . Subject to the rights of the
shareholders as provided in Section 1 of this Article, bylaws, other
than a bylaw or an amendment of a bylaw changing the authorized number
of directors, may be adopted, amended, or repealed by the board of
directors.
A0517511 ENDORSED
FILED
In the office of the
Secretary of State
of the State of California
NOV 25 1998
Bill Jones, Secretary of State
AGREEMENT OF MERGER
This Agreement of Merger is made as of November 12, 1998, Oxir
Investments, Inc., a California corporation (the "Disappearing
Corporation") and Oxenuk, Inc.,a California corporation (the
"Surviving Corporation"). (The corporations together are sometimes
referred to below as the "Constituent Corporations.")
The Constituent Corporations agree as follows:
1. Disappearing Corporation. The Disappearing Corporation is
duly organized, existing and in good standing under the laws of the
State of California. It has 100,000 shares of authorized capital
stock; 100,000 shares are issued and outstanding.
2. Surviving Corporation. The Surviving Corporation is duly
organized, existing and in good standing under the laws of the
State of California. It has 25,000,000 shares of authorized
capital stock; 4,500,000 shares are issued and outstanding.
3. Approval and Adoption by Boards of Directors of the
Constituent
Corporations. The Boards of Directors of the Constituent
Corporation deem it best interests of the corporations and their
shareholders that Disappearing Corporation be merged with Surviving
Corporation in accordance with California Corporations Code Section
1100 et seq. The Boards hereby adopt on behalf of their
corporations the plan of reorganization set forth in this Agreement
of Merger.
4. Merger. Disappearing Corporation shall be merged with
Surviving
Corporation, which shall survive the merger. Disappearing
Corporation's separate existence shall cease on effective date of
the merger. Without any other transfer or documentation, on the
effective date of the merger Successor Corporation shall (i)
succeed to all of Disappearing Corporation's rights and property;
and (ii) be subject to all Disappearing Corporation's liabilities
and obligations.
Notwithstanding the above, after the effective date the
Surviving Corporation's proper officers and directors may perform
any acts necessary or desirable to vest or confirm Surviving
Corporation's possession of and title to any property or rights of
Disappearing Corporation, or otherwise carry out this Agreement's
purposes. This includes execution and delivery of deeds,
assurances, assignments or other instruments.
5. Conversion of shares. By virtue of the merger and without
any action by any shareholder, upon the effective date each share
of capital stock of Disappearing Corporation outstanding
immediately prior to the effective date shall be converted into one
(1) fully paid and non-assessable shares of Surviving Corporation's
common stock. No fractional shares of Surviving Corporation shall
be issued.
The shares of Surviving Corporation outstanding immediately
prior to the merger shall not be changed by reason of the merger.
6. Stock Certificates. On or after the effective date, all of
Disappearing Corporation's outstanding stock certificates shall be
deemed to represent ownership of Surviving Corporation' shares,
into which Disappearing Corporation's shares have been converted
(as provided above). The holders of such certificates must
surrender them to the Surviving Corporation in whatever manner it
may legally require. On receipt thereof, Surviving Corporation
shall issue and exchange certificates for shares of its common
stock representing the number of shares to which the holder is
entitled (where applicable: together with payment for any
fractional shares) as provided above.
Pending the surrender and exchange of certificates, the registered
owner on Disappearing Corporation's books of any outstanding stock
certificate shall be entitled to exercise all voting and other
rights, and receive any dividends payable, with respect to the
shares of Surviving Corporation represented by the certificates (as
provided above).
7. Changes in Articles of Incorporation. The Surviving
Corporation's Articles of Incorporation are amended as follows:
(a) Article 1. of the Articles of Incorporation of this
Corporation is amended to read as follows:
Article 1. The name of the corporation is OXIR INVESTMENTS,
INC.
(b). Article Sixth of the Article of Incorporation of this
Corporation is hereby amended to read as follows:
Article Sixth. The Corporation is authorized to issue one (1)
class of shares to be designated as Common Stock ("Common Stock").
The total number of shares of Common Stock this Corporation shall
have the authority to issue is Fifty Million (50,000,000) shares,
no par value.
On the amendment of this Article to read as herein above set
forth, each outstanding share of Common Stock, no par value, is
converted into and reconstituted as three (3) shares of Common
Stock, no par value, effectuating a 3 for 1 forward split of the
outstanding shares of Common Stock of the Corporation.
8. Changes in Bylaws. Surviving Corporation's Bylaws as amended
and in effect on the effective date shall continue to be its Bylaws
without a change as a result of the merger.
9. Officers and Directors. As of the effective date, Surviving
Corporation's officers and directors shall be as follows:
New Directors: New Officers:
Vassili I. Oxenuk President and CEO..........Vassili I.
Oxenuk
Kirill M. Mendelson Vice President.............Michael Smirnov
Michael Smirnov Secretary..................Kirill M.
Mendelson
Inna Batrakova Treasurer..................Kirill M.
Mendelson
Chief Financial Officer....Michael Smirnov
10. Effective Date. Provided this Agreement is not abandoned, the
effective date of merger (the "Effective Date") shall be at the
close of business on the date when this Agreement of Merger with
officers' certificates attached is duly filed in the office of the
California Secretary of State in accordance with California
Corporation's Code Section 1103.
11. Abandonment of Merger. Any time prior to the effective
date, this merger may be abandoned without further obligation or
liability by action of the board of directors of either of the
Constituent Corporations, notwithstanding approval of the merger by
their shareholders.
12. Counterparts. This Agreement of Merger may be executed in
any number of counterparts, each of which shall constitute an
original instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
by their respective duly authorized officers, as of the date first
written above.
OXENUK, INC.
A California Corporation
By: Mildred Miller
Its: President
By: Alcinda Miller
Its: Secretary
OXIR INVESTMENTS, INC.
A California Corporation
By: Vassili I. Oxenuk
SEAL OF OXIR INVESTMENTS INC. Its: President
By: Kirill M. Mendelson
Its: Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
OXENUK, INC.
Mildred Miller and Alcinda L. Miller certify that:
1. They are the President and the Secretary, respectively, of
Oxenuk, Inc. a California Corporation.
2. The Agreement of Merger to which this certificate is
attached was duly approved by the Board of Directors and the
shareholders of the Corporation.
3. The shareholder approval was by the holders 97.0% of the
outstanding shares of the corporation.
4. The corporation has one (1) class of shares, common stock
("Common Stock"). The total number of shares of Common Stock
outstanding is 4,500,000.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Dated: November 12,1998
Mildred Miller, President
Alcinda L. Miller, Secretary
CERTIFICATE OF APPROVAL
OF
AGREEMENT OF MERGER
OF
OXIR INVESTMENTS, INC..
Vassili I. Oxenuk and Kirill M. Mendelson, hereby certify that:
1. They are the President and the Secretary, respectively, of
Oxir Investments, Inc., a California Corporation.
2. The Agreement of Merger to which this certificate is
attached was duly approved by the Board of Directors and the
shareholders of the Corporation.
3. The shareholder approval was by the holders 100.0% of the
outstanding shares of the corporation.
4. The corporation has one (1) class of shares, common stock
("Common Stock"). The total number of shares of Common Stock
outstanding is 100,000.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this
certificate are true and correct of our own knowledge.
Dated: November 12,1998
Vassili I. Oxenuk, President
Kirill M. Mendelson, Secretary
SEAL OF THE OFFICE OF
THE SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
EMPLOYMENT AGREEMENT
Employment Agreement, between OXIR Investments, Inc., (the
"Company") and Kirill Mendelson (the "Employee").
1. For good consideration the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provisions for termination
set forth below the employment shall begin on September 1, 1998.
3. Salary: The Company shall pay the Employee a salary of $ 60,000
dollars per year and other considerations, for the services of the
Employee. The salary is due on the first of every month and
payable through the companies payroll.
4. As a signing bonus Mr. Mendelson is to receive 2% (two percent)
of the entire companies stock. As of September 1, 1998 this number
is equal to 270,000 (two hundred seventy thousand) shares and is
calculated based on 13,500,000.00 outstanding shares.
5. Duties and Position: The Company hires the Employee in the
capacity of Secretary and Treasurer. The Employee's duties may be
reasonably modified at the Company's direction from time to time.
6. Confidentiality of Proprietary Information: Employee agrees,
during or after the term of this employment, not to reveal
confidential information, or trade secrets, to any person, firm,
corporation, or entity. Should Employee reveal or threaten to
reveal this information the Company shall be entitled to an
injunction restraining the Employee from disclosing same, or from
rendering any services to any entity to whom said information has
been or is threatened to be disclosed. The right to secure an
injunction is not exclusive, and the Company may pursue any other
remedies it has against the Employee for a breach or threatened
breach of this condition, including the recovery of damages from
the Employee.
7. Reimbursement of Expenses: The Employee may incur reasonable
expenses for furthering the Company's business, including expenses
for entertainment, travel and similar items. The Company shall
reimburse Employee for all business expenses after the Employee
presents an itemized account of expenditures, pursuant to Company
policy.
8. Vacation: The Employee shall be entitled to a yearly vacation of
four weeks at full pay.
<PAGE>
9. Automobile: The Employee shall be provided with the Company car
that he is allowed to use after "regular business hours". The
company takes an obligation of paying for insurance coverage,
repair and maintenance for this car.
10. Disability: If Employee cannot perform the duties because of
illness or incapacity for a period of more than 12 weeks, the
compensation otherwise due during said illness or incapacity will
be reduced by 50 percent. The Employee's full compensation will be
reinstated upon return to work. However, if the Employee is absent
from work for any reason for a continuous period of over 12 months,
the Company may terminate the Employee's employment, and the
Company's obligations under this agreement will cease on that date.
11. Termination of Agreement: The Company may terminate this
agreement at any time upon 14 days written notice to the Employee.
If the Company requests, the Employee will continue to perform
his/her duties and be paid his/her regular salary up to the date of
termination. In addition, the Company will pay the Employee on the
date of termination a severance allowance of $20,000 less taxes and
social security required to be withheld. Without cause, the
Employee may terminate employment upon 14 days written notice to
the Company. Employee may be required to perform his/her duties.
Employee will be paid the regular salary to date of termination but
shall not receive a severance allowance. Notwithstanding anything
to the contrary contained in this agreement, the Company may
terminate the Employee's employment upon 14 days notice to the
Employee should any of the following events occur:
c) The sale of substantially all of the Company's assets to a single
purchaser or group of associated purchasers; or
d) The sale, exchange, or other disposition, in one transaction of
the majority of the Company's outstanding corporate shares, or
e) The Company's decision to terminate its business and liquidate
its assets;
f) Bankruptcy or Chapter 11 Reorganization.
12. Death Benefit: Should Employee die during the term of
employment the Company shall pay to Employee's estate any
compensation due through the end of the month in which death
occurred plus severance in the amount of $60,000 dollars,
13. Assistance in Litigation: Employee shall upon reasonable
notice, furnish such information and proper assistance to the
Company as, it may reasonably require in connection with any
litigation in which it is, or may become, a party either during or
after employment.
<PAGE>
14. Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and
the Employee, except that this agreement shall not affect or
operate to reduce any benefit or compensation inuring to the
Employee of a kind elsewhere provided and not expressly provided in
this agreement.
15. Settlement by Arbitration: Any claim or controversy that arises
out of or relates to this agreement or the breach of it, shall be
settled by arbitration in accordance with the rules of the American
Arbitration Association. Judgment upon the award rendered may be
entered in any court with jurisdiction.
16. Limited Effect of Waiver by Company. Should Company waive
breach of any provision of this agreement by the Employee, that
waiver will not operate or be construed as a waiver of further
breach by the Employee.
17. Severability: If for any reason, any provision of this
agreement is held invalid. all other provisions of this agreement
shall remain in effect. If this agreement is held invalid or
cannot be enforced, then to the full extent permitted by law any
prior agreement between the Company (or any predecessor thereof)
and the Employee shall be deemed reinstated as if this agreement
had not been executed.
18. Assumption of Agreement by Company's Successors and Assignees:
The Company's rights and obligations under this agreement will
inure to the benefit and be binding upon the Company's successors
and assignees.
19. Oral Modifications Not Binding: This instrument is the entire
agreement of the Company and the Employee. Oral changes shall have
no effect it may be altered only by a written agreement signed by
the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought.
Signed this First day of September 1998.
SIGNATURE SIGNATURE
Vassili Oxenuk
President Kirill Mendelson
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM THE OXIR INVESTMENTS,
INC. FINANCIAL STATEMENTS FOR THE PERIODS ENDED
JUNE 30 1998 AND FEBRUARY 28, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> YEAR 8-MOS
<FISCAL-YEAR-END> JUN-30-1998 JUN-30-1999
<PERIOD-START> MAY-19-1997 JUL-1-1998
<PERIOD-END> JUN-30-1998 FEB-28-1999
<CASH> 0 2,168
<SECURITIES> 0 4,266,219
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 4,268,387
<PP&E> 0 380,812
<DEPRECIATION> 0 16,336
<TOTAL-ASSETS> 0 5,976,066
<CURRENT-LIABILITIES> 0 2,713,178
<BONDS> 0 0
0 0
0 0
<COMMON> 0 1,787,764
<OTHER-SE> 0 1,475,125
<TOTAL-LIABILITY-AND-EQUITY> 0 5,976,066
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 340,430
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 21,607
<INCOME-PRETAX> 0 2,235,036
<INCOME-TAX> 0 759,912
<INCOME-CONTINUING> 0 1,475,124
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 1,475,124
<EPS-BASIC> 0 .10
<EPS-DILUTED> 0 .10
</TABLE>
