U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
5 Starliving Online, Inc.
(Name of Small Business Issuer in its charter)
Delaware 33-0814123
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8717 16th Avenue South West
Seattle, Washington 98116
(Address of principal executive office) (Zip Code)
Issuer's telephone number (206) 763-8653
Securities to be registered under Section 12(g) of the Act:
Common Shares
Charles Clayton
527 Marquette
Minneapolis, Minnesota 55402
(612) 338-3738
(Agent for Service)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
5 Star Living Online, Inc. was first incorporated in the State of
Delaware as Hitech investment, Inc. on June 8, 1998. The name was changed to the
present name by amendment on April 22, 1999.
5 Star living Online, Inc. owns and operates a web site on the
Internet, the address is 5 starliving.com. The web site is designed to meet the
unique needs and tastes of the international affluent consumer. The intent of
the Company is to have an international presence and not be confined to North
America for its clientele.
The web site has three categories: Showcase, Auctions and The Art of
Living.
Showcase lists goods, items and services on offer. These would
typically be unique "one of a kind" automobiles, luxury real estate, exclusive
watercraft, planes, fine art, deluxe goods for personal consumption, jewelry and
watches, specialty items and services. The client wishing to sell such an item
transmits images and a description to the Company. The technical and advertising
staff polish up the image and the verbiage and post the material in the
appropriate section of the web site, once client approval is received. The
browser on the web site, if interested in the item, clicks More Information and
will fill out a short e mail request. This request is passed on by the Company
to the listing client who can then be in direct contact with the interested
party. Preliminary anonymity can be retained. The Company will have completed
the introduction.
Auction display articles being offered at auction and what reserve
prices, if any, are in place. The More Information feature will give the
prospective bidder the ability to receive more in depth information and details
of the item being offered. The mechanics and verification of funds aspects of
this facility are contracted out by the Company.
The Art of Living is an information component where news and articles
on various aspects of the international affluent lifestyle are featured. Reviews
of hotels, resorts, consumer items, fashion shows and like material are
published for general consumption and comment. This portion affords advertisers
who wish to be considered by the wealthy consumer an opportunity to
strategically advertise their wares to a qualified audience.
There are several web sites that are targeted at the affluent consumer.
The Robb Report and the DuPont Registry have an established market share and
name recognition. Southerby's and Christie's Auction Houses are moving into the
Internet and have well established bases from which to operate. Management of
the Company feels that its fee structure will be competitive with these web
sites.
2
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ITEM 2. PLAN OF OPERATION
The Internet has created a new medium for advertising, marketing and
sales. A significant percentage of the users of the Internet are affluent
consumers. This is the target audience of the Company.
The Company has three sources of income.
First, the Company sells advertising space to vendors, leasors, related
professionals and international corporations that cater to wealthy individuals.
The fee is determined by the caliber and reputation of the advertiser; these
fees range from $5,000 for a single feature in the "Art of Living," to an a la
carte fee for annual strategic advertising of the web site.
Second, the Company sells advertising space to clients such as
realtors, automobile brokers, watch and jewelry dealers and art galleries. The
fees for this service are $2,000 per year per listing.
Third, the Auction will charge a fee of $500 for placement, and will
charge a commission of one half of one per cent of the selling price.
ITEM 3. DESCRIPTION OF PROPERTY
None
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are presently 4,250,000 shares of the company's common shares
outstanding. The following table sets forth the information as to the ownership
of each person who, as of this date, owns of record, or is known by the company
to own beneficially, more than five per cent of the company's common stock, and
the officers and directors of the company.
Shares of Percent of
Name Common Stock ownership
- --------------------------------------------------------------------------------
Paul Hayward 1,000,000 24%
10-1917 W. 4th Ave
Vancouver, Canada
Amber Associates, Inc. 230,000 5%
23 Commercial St.
Channel Islands
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John Bickhart 375,000 9%
573 E. 58th Ave
Vancouver, Canada
Chantal Gibson 380,000 9%
202-1072-4 Nakashimoud
Japan
Eileen Hayward 390,000 9%
52 Pannal Ash Rd
Yorkshire, England
Robin Lee 355,000 8%
3399 Kingsway
Vancouver, Canada
Dilshand Maherali 375,000 9%
4708 Sheperd St.
Burnby, Canada
Mola Investments Ltd 390,000 9%
9 Burrard St
St Heller, Jersey
Dr S A Redwood 350,000 8%
Templewould Lane
Farnham Bucks, England
Paul Scott 385,000 9%
103-1168 Hamilton St
Vancouver, Canada
Directors and Officers 1,000,000 24%
as a group
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The executive officers and directors of the company, with a brief
description are as follows:
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Name Position
- ---- --------
Paul Hayward President, Secretary, Director
Kali Palmer Director
Paul Hayward, Mr. Hayward is the President, Secretary and a Director of
the Company. From 1994 to 1997 he was investor relations counsel to Datotech
Systems, Inc. and from 1997 to 1998 he was investor relations counsel to Europa
Resources, Inc. Since 1998 he has been involved with this Company on a full time
basis.
Kali Palmer, Ms Palmer is a Director. She worked for Facilicom
Educational Products in Austin, Texas from 1993 to 1998 in marketing. From 1998
to the present she has been a director of the company and in the real estate
business in Seattle, Washington.
ITEM 6. EXECUTIVE COMPENSATION
There are no officers or directors that received compensation in excess
of $60,000 or more during the last year.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company's common stock has not traded at this time.
There are 30 holders of the common stock of the Company. There have
never been any dividends, cash or otherwise, paid on the common shares of the
Company.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
Name Date Shares Cost
Amber Associates, Inc. 10/98 230,000 $46,000.00
Marke Bailey 10/98 1,000 $200.00
John Bickhart 10/98 375,000 $937.50
Kath Christensen 10/98 1,000 $200.00
5
<PAGE>
Brent Daves 10/98 1,000 $200.00
J. C. French 10/98 500 $100.00
Chantel Gibson 10/98 380,000 $950.00
Eileen Hayward 10/98 390,000 $975.00
Paul Hayward 10/98 1,000,000 $2,500.00
G. Iorio 10/98 1,000 $200.00
Susan Jewett 10/98 2,000 $400.00
Keith Jungejan 10/98 1,500 $300.00
Alan Lee 10/98 1,000 $200.00
Mea B. Lee 10/98 1,000 $200.00
Robin Lee 10.98 355,000 $887.50
Nissim Levy 10/98 1,000 $200.00
Dilshand Maherali 10/98 375,000 $937.50
Terri Mathers 10/98 1,000 $200.00
Mola Investments Ltd 10/98 390,000 $975.00
P. S. Consulting 10/98 1,500 $300.00
Pat Peterson 10/98 500 $100.00
Dr S. A. Redwood 10/98 350,000 $875.00
Paul Scott 10/98 385,000 $962.50
Lee Trinh Sun 10/98 1,000 $200.00
Marmeet Todr 10/98 500 $100.00
Sarbjit Todr 10/98 500 $100.00
Simon Tse 10/98 1,000 $200.00
Dave Ysui 10/98 1,000 $200.00
Brent Wilde 10/98 1,000 $200.00
Chris Wong 10/98 1,000 $200.00
There was no underwriter on the sales of any of the securities, and no
commissions were paid.
The registrant believes that all transactions were transactions not
involving any public offering within the meaning of Section 4(2) of the
Securities Act of 1933, since (a) each of the transactions involved the offering
of such securities to a substantially limited number of persons; (b) each person
took the securities as an investment for his own account and not with a view to
distribution; (c) each person had access to information equivalent to that which
would be included in a registration statement on the applicable form under the
Act; (d) each person had knowledge and experience in business and financial
matters to understand the merits and risk of the investment; therefore no
registration statement need be in effect prior to such issuances.
ITEM 11. DESCRIPTION OF SECURITIES
The company has authorized 80,000,000 shares of common stock, $.0001
par value, and 20,000,000 preferred stock, $.0001 par value. Each holder of
common stock
6
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has one vote per share on all matters voted upon by the shareholders. Such
voting rights are noncumulative so that shareholders holding more than 50% of
the outstanding shares of common stock are able to elect all members of the
Board of Directors. There are no preemptive rights or other rights of
subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.
The preferred shares have not been designated any preferences.
Risk Factor - Penny Stock Regulation. Broker-dealer practices in
connection with transactions in "penny stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from the rules, to deliver a standardized risk
disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules generally require that prior to a
transaction in a penny stock the broker-dealer make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser's written agreement to the transaction. These
disclosure requirements may have the effect of reducing the level of trading
activity in the secondary market for a stock that becomes subject to the penny
stock rules. If the Company's securities become subject to the penny stock
rules, investors in this offering may find it more difficult to sell their
securities.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware Statutes, contain an extensive indemnification provision which
requires mandatory indemnification by a corporation of any officer, director and
affiliated person who was or is a party, or who is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was a member, director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a member, director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses,
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<PAGE>
including attorneys' fees, and against judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted, or failed to act, in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In some instances a court
must approve such indemnification.
ITEM 13. FINANCIAL STATEMENTS
Please see the attached Financial Statements.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Please see the attached Financial Statements
(b) Exhibits:
3. Articles of Incorporation and bylaws
5. Opinion of counsel
8
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: 5 Starliving Online, Inc.
/s/
-------------------------------------------
Paul Hayward, President, Secretary Director
/s/
-------------------------------------------
Kali Palmer, Director
9
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
MAY 31, 1999
WILLIAMS & WEBSTER PS
CERTIFIED PUBLIC ACCOUNTANTS
SEAFIRST FINANCIAL CENTER
W 601 RIVERSIDE, SUITE 1970
SPOKANE, WA 99201
(509) 838-5111
<PAGE>
5 STARLIVING ONLINE, INC.
TABLE OF CONTENTS
May 31, 1999
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations and Accumulated Deficit 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
Board of Directors
5 Starliving Online, Inc.
Seattle, WA
Independent Auditor's Report
We have audited the accompanying balance sheet of 5 Starliving Online, Inc.,
formerly HiTech Investment, Inc., (a development stage enterprise), as of May
31, 1999 and the related statements of operations and accumulated deficit,
stockholders' equity and cash flows for the period from June 8, 1998 (inception)
to May 31, 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 audit 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 audit provides 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 5 Starliving Online, Inc.,
formerly HiTech Investment, Inc. as of May 31, 1999, and the results of its
operations and its cash flows for the period from June 8, 1998 (inception) to
May 31, 1999, in conformity with generally accepted accounting principles.
As discussed in Note 2, the Company has been in the development stage since its
inception on June 8, 1998. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing requirements,
and the success of future operations. Management's plans regarding those matters
also are described in Note 2. These factors raise substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
Williams & Webster, P.S.
Spokane, Washington
June 15, 1999
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPISE)
BALANCE SHEET
May 31, 1999
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 40,178
---------
Total Current Assets 40,178
---------
TOTAL ASSETS $ 40,178
=========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ --
COMMITMENTS AND CONTINGENCIES --
STOCKHOLDERS' EQUITY
Preferred stock, 20,000,000 shares authorized, $0.0001 par value;
no shares issued and outstanding --
Common stock, 80,000,000 shares authorized, $0.0001 par value;
4,250,000 shares issued and outstanding 425
Additional paid-in-capital 59,575
Deficit accumulated during the development stage (19,822)
---------
TOTAL STOCKHOLDERS' EQUITY 40,178
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 40,178
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Year Ended May 31, 1999
<TABLE>
<S> <C>
REVENUES $ --
-----------
EXPENSES
CONSULTING 14,229
FILING FEES 3,005
LEGAL AND PROFESSIONAL 2,000
OFFICE EXPENSE 88
TRANSFER AGENT 500
-----------
TOTAL EXPENSES 19,822
-----------
NET LOSS FROM OPERATIONS (19,822)
INCOME TAXES --
-----------
NET LOSS (19,822)
ACCUMULATED DEFICIT, BEGINNING BALANCE --
-----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (19,822)
===========
NET LOSS PER COMMON SHARE $ (0.01)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 3,008,334
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPISE)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Year Ended May 31, 1999
<TABLE>
<CAPTION>
Common Stock
---------------------------- Additional Total
Number Paid-In Accumulated Stockholders'
of Shares Amount Capital Deficit Equity
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock
for cash at $.0025 per share 40,000 $ 4 $ 96 $ -- $ 100
Issuance of common stock
from sale of private placement
for cash at $.0025 per share 3,960,000 396 9,504 -- 9,900
Issuance of common stock
from sale of private placement
for cash at $.20 per share 250,000 25 49,975 -- 50,000
Loss for year ending,
May 31, 1999 -- -- -- (19,822) (19,822)
----------- ------------ ------------ ------------ ------------
Balance
May 31, 1999 4,250,000 $ 425 $ 59,575 $ (19,822) $ 40,178
=========== ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
For the Year Ended May 31, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (19,822)
---------
Net cash (used) in operating activities (19,822)
---------
CASH FLOWS FROM INVESTING ACTIVITIES --
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 60,000
---------
Net cash provided by financing activities 60,000
---------
Change in cash 40,178
Cash, beginning of period --
---------
Cash, end of period $ 40,178
=========
Supplemental disclosures:
Interest paid $ --
=========
Income taxes paid $ --
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 1999
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
5 Starliving Online, Inc., formerly HiTech Investment, Inc., (hereinafter "the
Company"), was incorporated on June 8, 1998 under the laws of the State of
Delaware for the purpose of pursuing certain high technology opportunities and
alliances and to assist in the establishment and development of an internet
electronic commerce venture. The Company is implementing The Consumer,
Industrial and Business to Business Purchasing Network whereby companies will be
able to introduce their products for sale via the Company's web-site address.
The Company maintains offices in Seattle, Washington, and in Vancouver, British
Columbia.
On April 9, 1999 the Company amended its articles of incorporation to reflect
the name change to 5 Starliving Online, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of 5 Starliving Online, Inc. is
presented to assist in understanding the Company's financial statements. The
financial statements and notes are representations of the Company's management
which is responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Development Stage Activities
The Company has been in the development stage since its formation in June 1998
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the pursuit of high technology opportunities and alliances
for the establishment and development of an internet electronic commerce
venture.
Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $19,754 for the year ended May 31, 1999 and had no sales. The future of
the Company is dependent upon its ability to obtain financing and upon future
profitable operations from the commercial success of its internet electronic
commerce venture. Management has plans to seek additional capital through a
private placement of its common stock. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that might be necessary
in the event the Company cannot continue in existence.
6
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
Loss Per share
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
them by the amount of time that they were outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Provision for Taxes
At May 31, 1999, the Company had net operating loss of approximately $ 20,000.
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
Use of Estimates
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
7
<PAGE>
5 STARLIVING ONLINE, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 1999
NOTE 3 - COMMON STOCK
During the period from June 8, 1998 (inception) to May 31, 1999, 4,250,000
shares of common stock were sold, (4,000,000 at $.0025 per share, and 250,000 at
$.20 per share), under Regulation D, Rule 504.
NOTE 4 - PREFERRED STOCK
The Company's preferred stock has not been issued. The Company is authorized to
issue 20,000,000 shares of $0.0001 par value preferred stock, which contains no
voting privileges and is not entitled to accrued dividends or conversion into
shares of the Company's common stock.
NOTE 5 - RELATED PARTIES
The Company occupies office space provided by Paul Hayward, the President of the
Company at no charge. The value of this space is not considered materially
significant for financial reporting purposes.
NOTE 6 - YEAR 2000 ISSUES
Like other companies, 5 Starliving Online, Inc. could be adversely affected if
the computer systems the Company, its suppliers or customers use do not properly
process and calculate date-related information and data from the period
surrounding and including January 1, 2000. This is commonly known as the "Year
2000" issue. Additionally, this issue could impact non-computer systems and
devices such as production equipment and elevators, etc. At this time, because
of the complexities involved in the issue, management cannot provide assurance
that the Year 2000 issue will not have an impact on the Company's operations.
8
EXHIBIT 3
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/08/1998
981219740 - 2900013
CERTIFICATE OF INCORPORATION
OF
HITECH INVESTMENT, INC.
---------------------------
FIRST. The name of this corporation shall be:
HITECH INVESTMENT, INC.
SECOND. Its registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and
its registered agent at such address is CORPORATE AGENTS, INC.
THIRD. The purpose or purposes of the corporation shall be: To engage in
any lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
Eighty Million (80,000,000) shares with a par value of One Tenth of One Mil
($.0001) each, amounting to Eight Thousand Dollars ($8,000.00) are Common
Stock and Twenty Million (20,000,000) shares with a par value of One Tenth of
One Mil ($.0001) each, amounting to Two Thousand Dollars ($2,000.00) are
Preferred Stock.
FIFTH. The name and mailing address of the incorporator is as follows:
Kathleen Crowley
Corporate Agents, Inc.
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of incorporation
this eighth day of June, A.D. 1998.
/s/ Kathleen Crowley
--------------------
Kathleen Crowley
Incorporator
<PAGE>
STATE OF DELAWARE
PAGE 1
OFFICE OF THE SECRETARY OF STATE
------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "HITECH INVESTMENT INC.", CHANGING ITS NAME FROM "HITECH INVESTMENT INC." TO
"5 STAR LIVING ONLINE, INC.", FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF
APRIL, A.D. 1999, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ Edward J. Freel
[SECRETARY'S OFFICE SEAL] -----------------------------------------
Edward J. Freel, Secretary of State
2900013 8100 AUTHENTICATION: 9704217
991158606 DATE: 04-23-99
<PAGE>
BYLAWS
OF
5 Starliving Online., Inc,
(A Delaware corporation)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
corporation shall send to the registered owner thereof any written notice
prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by
<PAGE>
the corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by band
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term 'share" or "shares' or "share of stock" or 'shares of
stock' or "stockholder" or stockholders' refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where
<PAGE>
there are two or more classes or series of shares of stock or upon which or upon
whom the General Corporation Law confers such rights notwithstanding that the
certificate of incorporation may provide for more than one class or series of
shares of stock, one or more of which are limited or denied such rights
thereunder; provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock of any class
or series which is otherwise denied voting rights under the provisions of the
certificate of incorporation, except as any provision of law may otherwise
require.
7. STOCKHOLDER MEETINGS.
The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date within thirteen months after the organization of the
corporation, and each successive annual meeting shall be held on a date within
thirteen months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
<PAGE>
- STOCKHOLDER LIST. The officer who has charge of the Stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, or, if none of the foregoing is in
office and present and acting, by a chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant Secretary,
shall act as secretary of every meeting , but if neither the Secretary nor an
Assistant Secretary is present the Chairman of the meeting shall appoint a
secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period. A duly executed proxy shall be irrevocable
if it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. if an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. in
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him or them. Except as otherwise required by
subsection (e) of Section 231 of the General Corporation Law, the provisions of
that Section shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
<PAGE>
- VOTING. Each share of stock shall entitle the holder thereof to one
vote. Directors shall be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITIONS. The business and affairs of the
corporation shall be managed by or under the direction of the Board of Directors
of the corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of persons. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the Stockholders or of the
directors, or, if the number is not fixed, the number shall be. The number of
directors may be increased or decreased by action of the stockholders or of the
directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by die incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause.
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
<PAGE>
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the
time and place have been fixed. Special meetings may be called by or at the
direction of the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to flu
vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman
of the Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, any director or the entire Board of Directors may be
removed, with
<PAGE>
or without cause, by the holders of a majority of the shares then entitled to
vote at an election of directors.
6. COMMITTEES. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of any member of any such committee or
committees, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board, shall have and
may exercise the powers and authority of the Board of Directors in the
management of the business and affairs of the corporation with the exception of
any authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be
affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the
Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or Vice-Chairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform
such duties in the management and operation of the corporation as shall be
prescribed in the resolutions of
<PAGE>
the Board of Directors designating and choosing such officers and prescribing
their authority and duties, and shall have such additional authority and duties
as are incident to their office except to the extent that such resolutions may
be inconsistent therewith. The Secretary or an Assistant Secretary of the
corporation shall record all of the proceedings of all writings and actions in
writing of stockholders, directors, and committees of directors, and shall
exercise such additional authority and perform such additional duties as the
Board shall assign to him. Any officer may be removed, with or without cause, by
the Board of Directors. Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct,. copy
of the Bylaws of 5 Starliving Online., Inc, a Delaware corporation. as in effect
on the date hereof.
Dated:
Secretary of
EXHIBIT 5
CHARLES CLAYTON
ATTORNEY AT LAW
527 Marquette Avenue South
Minneapolis, MN 55402
(612) 338-3738
Fax (612) 338-7508
July 27, 1999
5 Starliving Online, Inc.
8717 16th Avenue South West
Seattle, Washington
Gentlemen:
I have acted as counsel for the company in connection with the
preparation of the Registration Statement, and, based on this, I am of the
opinion that:
1. The company is a corporation, duly organized, validly existing, and
in good standing under the laws of the State of Delaware, with corporate
authority to conduct the business in which it is now engaged, and as described
in the Registration Statement.
2. The shares have been duly authorized, and, when issued and
delivered, will be validly issued, fully paid and nonassessable and free from
preemptive rights, will be without cumulative voting rights and will conform to
the description in the Prospectus.
3. There is not pending, or to the knowledge of counsel, threatened,
any action, suit, or proceeding before or by any court or governmental agency or
body to which the company is a party, or to which any property of the company is
subject, and which, in the opinion of counsel, could result in a material
adverse change in the business, business prospects, financial position or
results of operations, present or prospective, of the company or of its
properties or assets.
I consent that this opinion be filed as an exhibit to the Registration
Statement, and to the use of my name in the Registration Statement under the
caption "Legal Matters."
Cordially,
/s/ Charles Clayton
Charles Clayton
