UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and
Exchange Act of 1934
2
BACH-HAUSER, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0390697
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-
2500
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E.
Flamingo Road, Suite 112, Las Vegas, NV 89119
Securities to be registered pursuant to Section 12(b) of the
Act: None
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.001 par value per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
Bach-Hauser, Inc. (the "Company") is a Nevada corporation
formed on October 10, 1995. Its principal place of business
is located at 3675 Pecos-McLeod, Suite 1400, Las Vegas, NV
89121. The Company was organized to engage in any lawful
corporate business, including but not limited to,
participating in mergers with and acquisitions of other
companies. The Company has been in the developmental stage
since inception and has no operating history other than
organizational matters.
On October 16, 1995, the Company issued 6,000,000 shares of
its Common Stock, at a price of $0.001 per share, to its
three founders. The initial founders gifted some of their
shares to a total of 5 persons, who then gifted some of
their shares to a total of 23 additional persons. All of
these transfers were issued in accordance with the exemption
from registration requirements of Section 5 of the
Securities Exchange Act of 1934, as amended, as provided in
Section 4 of the Act.
On April 29, 1999, the Company approved reorganizing the
capital structure by forward splitting the outstanding
shares of the corporation on a 2.5:1. The forward split had
a net result of 7,500,000 shares held by non-officers and
7,500,000 restricted shares held by officers for a total of
15,000,000 issued and outstanding shares.
The primary activity of the Company currently involves
seeking a company or companies that it can acquire or with
whom it can merge. The Company has not selected any company
as an acquisition target or merger partner and does not
intend to limit potential candidates to any particular field
or industry, but does retain the right to limit candidates,
if it so chooses, to a particular field or industry. The
Company's plans are in the conceptual stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under
"Item 2, Plan of Operation". As such, the Company can be
defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition
with a private entity.
The proposed business activities described herein classify
the Company as a "blank check" company. Many states have
enacted statutes, rules, and regulations limiting the sale
of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully
implemented its business plan.
The Company is filing this registration statement on a
voluntary basis, pursuant to section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), in order to
ensure that public information is readily accessible to all
shareholders and potential investors, and to increase the
Company's access to financial markets, and in order to
adhere to the new Eligibility Rules adopted by the NASD. In
the event the Company's obligation to file periodic reports
is suspended pursuant to the Exchange Act, the Company
anticipates that it will continue to voluntarily file such
reports.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history and has received no
revenues or earnings from operations. The Company has no
significant assets or financial resources. The Company will,
in all likelihood, sustain operating expenses without
corresponding revenues, at least until it completes a
business combination. This may result in the Company
incurring a net operating loss which will increase
continuously until the Company completes a business
combination with a profitable business opportunity. There is
no assurance that the Company will identify a business
opportunity or complete a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial
condition, and management of the identified business
opportunity. While management intends to seek business
combinations with entities having established operating
histories, it cannot assure that the Company will
successfully locate candidates meeting such criteria. In the
event the Company completes a business combination, the
success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm
together with numerous other factors beyond the Company's
control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers
and joint ventures with, and acquisitions of small private
entities. A large number of established and well-financed
entities, including venture capital firms, are active in
mergers and acquisitions of companies which may also be
desirable target candidates for the Company. Nearly all such
entities have significantly greater financial resources,
technical expertise, and managerial capabilities than the
Company. The Company is, consequently, at a competitive
disadvantage in identifying possible business opportunities
and successfully completing a business combination.
Moreover, the Company will also compete with numerous other
small public companies in seeking merger or acquisition
candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
NO STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to
engaging in a business combination with any private entity.
There can be no assurance the Company will successfully
identify and evaluate suitable business opportunities or
conclude a business combination. Management has not
identified any particular industry or specific business
within an industry for evaluations. The Company has been in
the developmental stage since inception and has no
operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company
will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a
specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, and
without which the Company would not consider a business
combination in any form with such business opportunity.
Accordingly, the Company may enter into a business
combination with a business opportunity having no
significant operating history, losses, limited or no
potential for earnings, limited assets, negative net worth,
or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting up to twenty hours per month to the business of the
Company. The Company's officers have not entered into
written employment agreements with the Company and are not
expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officers or
directors. Notwithstanding the combined limited experience
and time commitment of management, loss of the services of
any of these individuals would adversely affect development
of the Company's business and its likelihood of continuing
operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which
compete directly with the Company. Additional conflicts of
interest and non "arms-length" transactions may also arise
in the event the Company's officers or directors are
involved in the management of any firm with which the
Company transacts business. The Company's Board of Directors
has adopted a resolution which prohibits the Company from
completing a combination with any entity in which management
serve as officers, directors or partners, or in which they
or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which
this policy could be changed while current management is in
control of the Company. See "Item 5". DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS - CONFLICTS OF
INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act") must provide certain
information about significant acquisitions, including
certified financial statements for the company acquired,
covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements
may significantly delay or even preclude the Company from
completing an otherwise desirable acquisition. Acquisition
prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the
1934 Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has not conducted or received results of market
research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a
marketing organization. If there is demand for a business
combination as contemplated by the Company, there is no
assurance the Company will successfully complete such
transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's
business. The Company's inability to diversify its
activities into a number of areas may subject the Company to
economic fluctuations within a particular business or
industry, thereby increasing the risks associated with the
Company's operations.
REGULATION. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934,
management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of
entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment
company and could be expected to incur significant
registration and compliance costs. The Company has obtained
no formal determination from the Securities and Exchange
Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material
adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a
private company obtaining a controlling interest in the
Company. Any such business combination may require
management of the Company to sell or transfer all or a
portion of the Company's common stock held by them, or
resign as members of the Board of Directors of the Company.
The resulting change in control of the Company could result
in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination
of their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is
based upon a business combination with a private concern
which, in all likelihood, would result in the Company
issuing securities to shareholders of such private company.
Issuing previously authorized and unissued common stock of
the Company will reduce the percentage of shares owned by
present and prospective shareholders, and a change in the
Company's control and/or management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by
seeking a business combination with the Company. The
perceived adverse consequences may include, but are not
limited to, time delays of the registration process,
significant expenses to be incurred in such an offering,
loss of voting control to public shareholders, and the
inability or unwillingness to comply with various federal
and state securities laws enacted for the protection of
investors. These securities laws primarily relate to
registering securities and full disclosure of the Company's
business, management, and financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business
combination the Company may undertake. Typically, these
transactions may be structured to result in tax-free
treatment to both companies, pursuant to various federal and
state tax provisions. The Company intends to structure any
business combination so as to minimize the federal and state
tax consequences to both the Company and the target entity.
Management cannot assure that a business combination will
meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of
both federal and state taxes, which may have an adverse
effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any
potential target company must provide audited financial
statements for review, and for the protection of all parties
to the business combination. One or more attractive business
opportunities may forego a business combination with the
Company, rather than incur the expenses associated with
preparing audited financial statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue
sky laws of any state, and the Company has no current plans
to register or qualify its shares in any state, holders of
these shares and persons who desire to purchase them in any
trading market that might develop in the future, should be
aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase
the securities. These restrictions could reduce the size of
any potential market. As a result of recent changes in
federal law, non-issuer trading or resale of the Company's
securities is exempt from state registration or
qualification requirements in most states. However, some
states may continue to restrict the trading or resale of
blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for
the Company's securities to be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in
Section 27A of the Securities Act of 1933 as amended (the
"Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All
statements that are included in this Registration Statement,
other than statements of historical fact, are forward-
looking statements. Although Management believes that the
expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important
factors that could cause actual results to differ materially
from the expectations are disclosed in this Statement,
including, without limitation, in conjunction with those
forward-looking statements contained in this Statement.
Plan of Operation - General
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held
corporation. At this time, the Company has no plan,
proposal, agreement, understanding, or arrangement to
acquire or merge with any specific business or company, and
the Company has not identified any specific business or
company for investigation and evaluation. No member of
Management or any promoter of the Company, or an affiliate
of either, has had any material discussions with any other
company with respect to any acquisition of that company. The
Company will not restrict its search to any specific
business, industry, or geographical location, and may
participate in business ventures of virtually any kind or
nature. Discussion of the proposed business under this
caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the
Company's virtually unlimited discretion to search for and
enter into a business combination.
The Company may seek a combination with a firm which only
recently commenced operations, or a developing company in
need of additional funds to expand into new products or
markets or seeking to develop a new product or service, or
an established business which may be experiencing financial
or operating difficulties and needs additional capital which
is perceived to be easier to raise by a public company. In
some instances, a business opportunity may involve acquiring
or merging with a corporation which does not need
substantial additional cash but which desires to establish a
public trading market for its common stock. The Company may
purchase assets and establish wholly-owned subsidiaries in
various businesses or purchase existing businesses as
subsidiaries.
Selecting a business opportunity will be complex and
extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries,
and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-
traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the
terms on which additional equity financing may be sought,
providing liquidity for the principals of a business,
creating a means for providing incentive stock options or
similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes) for all
shareholders, and other items. Potentially available
business opportunities may occur in many different
industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult
and complex.
Management believes that the Company may be able to benefit
from the use of "leverage" to acquire a target company.
Leveraging a transaction involves acquiring a business while
incurring significant indebtedness for a large percentage of
the purchase price of that business. Through leveraged
transactions, the Company would be required to use less of
its available funds to acquire a target company and,
therefore, could commit those funds to the operations of the
business, to combinations with other target companies, or to
other activities. The borrowing involved in a leveraged
transaction will ordinarily be secured by the assets of the
acquired business. If that business is not able to generate
sufficient revenues to make payments on the debt incurred by
the Company to acquire that business, the lender would be
able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the
amount of funds that the Company must commit to acquire a
business, may correspondingly increase the risk of loss to
the Company. No assurance can be given as to the terms or
availability of financing for any acquisition by the
Company. During periods when interest rates are relatively
high, the benefits of leveraging are not as great as during
periods of lower interest rates, because the investment in
the business held on a leveraged basis will only be
profitable if it generates sufficient revenues to cover the
related debt and other costs of the financing. Lenders from
which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the
Company. It is not possible at this time to predict the
restrictions, if any, which lenders may impose, or the
impact thereof on the Company.
The Company has insufficient capital with which to provide
the owners of businesses significant cash or other assets.
Management believes the Company will offer owners of
businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less
cost than is required to conduct an initial public offering.
The owners of the businesses will, however, incur
significant post-merger or acquisition registration costs in
the event they wish to register a portion of their shares
for subsequent sale. The Company will also incur significant
legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs
of preparing post-effective amendments, Forms 8-K,
agreements, and related reports and documents. Nevertheless,
the officers and directors of the Company have not conducted
market research and are not aware of statistical data which
would support the perceived benefits of a merger or
acquisition transaction for the owners of a businesses. The
Company does not intend to make any loans to any prospective
merger or acquisition candidates or to unaffiliated third
parties.
The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its
preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in
that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more
private placements to finance the operation of any acquired
business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect
associations between them and other business and
professional people. It is not presently anticipated that
the Company will engage professional firms specializing in
business acquisitions or reorganizations.
Management, while not especially experienced in matters
relating to the new business of the Company, will rely upon
their own efforts and, to a much lesser extent, the efforts
of the Company's shareholders, in accomplishing the business
purposes of the Company. It is not anticipated that any
outside consultants or advisors, other than the Company's
legal counsel and accountants, will be utilized by the
Company to effectuate its business purposes described
herein. However, if the Company does retain such an outside
consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to
pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside
consultants and none are anticipated in the future. In the
past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by the Company's Board
of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of
the size of the transaction, based upon a sliding scale of
the amount involved. Such fees are typically in the range of
5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that
such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the
Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires
the rights to a product, rather than entering into a merger
or acquisition, it most likely would need to seek debt or
equity financing or obtain funding from third parties, in
exchange for which the Company would probably be required to
give up a substantial portion of its interest in any
acquired product. There is no assurance that the Company
will be able either to obtain additional financing or to
interest third parties in providing funding for the further
development, marketing and manufacturing of any products
acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company (see "Item 5"). Management intends
to concentrate on identifying prospective business
opportunities which may be brought to its attention through
present associations with management. In analyzing
prospective business opportunities, management will
consider, among other factors, such matters as;
1. the available technical, financial and managerial
resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which
may be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of
the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of
products, services or trades
12. name identification
Management will meet personally with management and key
personnel of the firm sponsoring the business opportunity as
part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to
identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going
concern or may present a business in its development stage
(in that it has not generated significant revenues from its
principal business activities prior to the Company's
participation.) Even after the Company's participation,
there is a risk that the combined enterprise may not become
a going concern or advance beyond the development stage.
Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such
risks will be assumed by the Company and, therefore, its
shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention as well as
substantial costs for accountants, attorneys, and others. If
a decision is made not to participate in a specific business
opportunity the costs incurred in the related investigation
would not be recoverable. Furthermore, even if an agreement
is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss by the Company of the related costs
incurred.
There is the additional risk that the Company will not find
a suitable target. Management does not believe the Company
will generate revenue without finding and completing a
transaction with a suitable target company. If no such
target is found, therefore, no return on an investment in
the Company will be realized, and there will not, most
likely, be a market for the Company's stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
Once a transaction is complete, it is possible that the
present management and shareholders of the Company will not
be in control of the Company. In addition, a majority or all
of the Company's officers and directors may, as part of the
terms of the transaction, resign and be replaced by new
officers and directors without a vote of the Company's
shareholders.
It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions
from registration under applicable Federal and state
securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may
agree to register such securities either at the time the
transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial
additional securities and their potential sale into any
trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code"). In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event, the shareholders of the Company, including investors
in this offering, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of
certain information provided, check references of management
and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial
resources and management expertise.
The manner in which the Company participates in an
opportunity with a target company will depend on the nature
of the opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength of the
Company and such other management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on
the percentage of the Company which the target company's
shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
the Company's shareholders will, in all likelihood, hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then
shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and
pursuing agreements with target companies. Management
anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that
any such agreement may, in fact, be contingent upon the
repayment of those funds.
Competition
The Company is an insignificant participant among firms
which engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture
capital firms which have significantly greater financial and
personal resources, technical expertise and experience than
the Company. In view of the Company's limited financial
resources and management availability, the Company will
continue to be at significant competitive disadvantage vis-a-
vis the Company's competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year
2000 approaches. The Company has assessed these issues as
they relate to the Company, and since the Company currently
has no operating business and does not use any computers,
and since it has no customers, suppliers or other
constituents, it does not believe that there are any
material year 2000 issues to disclose in this Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting
or trading securities. While the Company does not intend to
engage in such activities, the Company may obtain and hold a
minority interest in a number of development stage
enterprises. The Company could be expected to incur
significant registration and compliance costs if required to
register under the Investment Company Act of 1940.
Accordingly, management will continue to review the
Company's activities from time to time with a view toward
reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in
such manner as to minimize Federal and state tax
consequences to the Company and to any target company.
Employees
The Company's only employees at the present time are its
officers and directors, who will devote as much time as the
Board of Directors determine is necessary to carry out the
affairs of the Company. (See "Item 5").
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at
this time. The Company does have the use of a limited amount
of office space located at 3675 Pecos-McLeod, Suite 1400,
Las Vegas, NV 89121, at no cost to the Company, and
Management expects this arrangement to continue. The Company
pays its own charges for long distance telephone calls and
other miscellaneous secretarial, photocopying, and similar
expenses.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth each person known to the
Company, as of June 15, 1999, to be a beneficial owner of
five percent (5%) or more of the Company's common stock, by
the Company's directors individually, and by all of the
Company's directors and executive officers as a group.
Except as noted, each person has sole voting and investment
power with respect to the shares shown. (Note: Other than
management, no other individuals hold more than 5% of the
Company's common stock.)
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Bobby Combs 2,500,000 16.67%
6669 Five Pennies
Circle
Las Vegas, NV 89129
Common Charles F. Richards, 2,500,000 16.67%
Jr.
1903 Orange Blvd.
Palm Harbor, FL 34683
Common David L. Christensen 2,500,000 16.67%
7900 Four Seasons Drive
Las Vegas, NV 89129
Common Total Ownership over 5% 7,500,000 50.00%
and Officers and
Directors
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS
The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until
their successors have been elected. The officers serve at
the pleasure of the Board of Directors.
There are no agreements for any officer or director to
resign at the request of any other person, and none of the
officers or directors named below are acting on behalf of,
or at the direction of, any other person.
The Company's officers and directors will devote their time
to the business on an "as-needed" basis, which is expected
to require 5-10 hours per month.
Information as to the directors and executive officers of
the Company is as follows:
Name/Address Age Position
Bobby Combs 62 President/Director
6669 Five Pennnies
Circle
Las Vegas, NV 89120
Charles F. Richards, 56 Secretary/Director
Jr.
1903 Orange Blvd.
Palm Harbor, FL 34683
David L. Christensen 51 Treasurer/Director
7900 Four Seasons Drive
Las Vegas, NV 89129
Bobby Combs; President
Mr. Bobby Combs has been a Director and President of the
Company since inception, October 16, 1995.
Since October 1995, Mr. Combs has been a Director and
Officer of Silvercrest International, Inc. Since March 1994,
Mr. Combs has been president and majority stockholder of Par
One Mortgage, Las Vegas, Nevada. From January 1994, through
February 1994, he was a loan officer for Summit Capital, Las
Vegas, Nevada. Since 1989, Mr. Combs has been an Officer
and Director of Bobby Combs & Associates. From September
1993 through December 1993, Mr. Combs was a loan officer for
Vegas Valley Mortgage. From March 1993 through August 1993,
he was employed at Royal Kinfield Country Club, Las Vegas,
Nevada. From September 1990 until December 1991, Mr. Combs
was engaged in building and remodeling homes for Rauhut
Construction, Inc., Las Vegas, Nevada, of which he was a
partner. From March 1989 through August 1990, he was
engaged as a salesman in the ornamental iron industry.
Charles F. Richards, Jr.; Secretary
Mr. Charles F. Richards, Jr. has been a Director and
Secretary of the Company since inception, October 16, 1995.
From March 1992 to March 1997, he was owner of and served as
a Loan Officer for Equity First Associates, Inc. (formerly
Security Mortgage), Las Vegas, Nevada, where he sold and
processed residential mortgage loans for sale to FNMA/FHLMC,
and VA. He was also accountable for loan packages from
initial application to funding as well as being in charge of
hiring, firing, and managing of loan officers and support
staff as owner/manager.
From September 1989 to March 1992, he was a Loan Officer and
Owner MMI Home Loans, Lancaster, CA, where he sold and
processed residential mortgage loans for sale to FNMA/FHLMC,
and VA. He was also accountable for loan packages from
initial application to funding as well as being in charge of
hiring, firing, and managing of loan officers and support
staff as owner/manager.
From July, 1988 to September 1989, He was a loan officer for
Public Home Loans, Sherman Oaks, CA, where he created and
maintained an FHA Title 1 loan division and Sold and
Processed loans for sale to FNMA.
From November 1971 to June 1988, he was employed as a Tax
Auditor, Collector, and Supervisor for Texas Employment
Commission, Austin, TX, where he audited and collected taxes
for unemployment insurance, testified in court for the State
of Texas as an expert witness, served as supervisor in
charge of Enforcement Actions Unit for six years, and
managed the daily activities of a seven person support staff
for seven years.
From June 1971 to November 1971, he was employed as an
Assistant Manager for Wyatt Cafeteria, Dallas, TX.
Education highlights include a B.B.A. degree in Industrial
Management from Texas Tech University (1971), a California
Real Estate Broker License (1990), being an electronics
technician in the United States Air Force from 1961 to 1965,
and Attending Premier Schools for Real Estate, Culver City,
California (June 1990).
David L. Christensen; Treasurer
Mr. David L. Christensen has been a Director and Treasurer
of the Company since inception, October 16, 1995.
Since 1992, he has been a Senior Loan Officer for Citibank
(Nevada) N.A. where he is the Citibank Western Region Top
Producer.
From 1989 to 1992, he was loan officer for Security
Mortgage, Inc.
From 1980 to 1989, he was a Vice President of American
Farms, Inc. where he worked with international and U.S.
Government financial institutions on the implementation and
development of projects. He also developed and managed
projects in third world countries.
From 1977 to 1980, he served as Vice President of Finance
and Administration of International Development Corporation,
Inc. where he implemented and directed all financial
affairs, interfaced with domestic and international
institutions regarding project development in Middle East
Nations, and administrated the coordination of all corporate
department heads.
From 1974 to 1977, he served as the manager for the loan
department at First Security Bank of Idaho where he
originated and serviced commercial and mortgage loans,
including conventional, FHA, and VA loan types.
Additionally, he supervised department activities.
He holds a Bachelor of Science degree in Business
Administration with a concentration in finance as well as
having attended numerous management and financial seminars
through ABI, AMA, Advanced Management Research
International, and universities.
Blank Check Experience
In addition to the experience described above, Mr. Bobby
Combs is or has been an officer and/or director of a number
of blank check companies.
B-N-B Enterprises, Inc. - Treasurer from November 1994
through May 1997. He resigned as part of a merger
agreement with Allwest Systems International, Inc.
Mr. Combs received no compensation as part of the
merger, other than shares in the surviving entity,
which were granted in the same amount as all other
shareholders received.
Polyspherics, Inc. - Officer and Director since
September 1996.
M-80's, Inc. - Officer and Director since May 1998.
Professional Mining Consultants, Inc. - Officer and
Director since 1999.
Nevada Stock Transfer Corporation - Officer and
Director since April 1987. However, this company is
no longer in existence.
In addition to the experience described above, Mr. Charles
F. Richards, Jr. is or has been an officer and/or director
of a number of blank check companies.
Caye Chapel, Inc. - Officer and Director from September
1995 through October 1998. He resigned as part of a
merger agreement in October 1998. Mr. Richards
received no compensation as part of the merger,
other than shares in the surviving entity, which
were granted in the same amount as all other
shareholders received.
Charter Group International, Inc. - Officer and
Director from November 1991 through August 1997. He
resigned as part of a merger agreement with
Signature Brands, Inc. Mr. Richards received no
compensation as part of the merger, other than
shares in the surviving entity, which were granted
in the same amount as all other shareholders
received.
Travel Masters - Treasurer from March 1995 through May
1999. He resigned as part of a merger agreement with
Progress Watch Corp. Mr. Richards received no
compensation as part of the merger, other than
shares in the surviving entity, which were granted
in the same amount as all other shareholders
received.
Cherokee Leather, Inc. (name changed to Popstar
Communications, Inc.) - Officer and Director since
1995.
Sporlox Corporation - President since May 1998.
Quicksilver Investments, Inc. - Officer and Director
since January 1994.
In addition to the experience described above, Mr. David L.
Christensen is or has been an officer and/or director of a
number of blank check companies.
Charter Group International, Inc. - Officer and
Director from November 1990 through August 1997. He
resigned as part of a merger agreement with
Signature Brands, Inc. Mr. Christensen received no
compensation as part of the merger, other than
shares in the surviving entity, which were granted
in the same amount as all other shareholders
received.
Cherokee Leather, Inc. (name changed to Popstar
Communications, Inc.) - President since 1995.
Las Vegas Sports and Celebrity Hall of Fame, Inc. -
Officer and Director since February 1991.
Relational Concepts, Inc. - President since April 1998.
There is no family relationship between any of the officers
and directors of the Company. The Company's Board of
Directors has not established any committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote
only a minor amount of time to the Company's affairs. The
officers and directors of the Company may in the future
become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the
Company. The Company does not currently have a right of
first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may
relate to the Company's proposed business operations.
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that
all opportunities contemplated by the Company's plan of
operation which come to their attention, either in the
performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the
Company and the companies that they are affiliated with on
an equal basis. A breach of this requirement will be a
breach of the fiduciary duties of the officer or director.
Subject to the next paragraph, if a situation arises in
which more than one company desires to merge with or acquire
that target company and the principals of the proposed
target company have no preference as to which company will
merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set
forth above, the Company has not adopted any other conflict
of interest policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of
1934, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940 insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of
entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment
company and could be expected to incur significant
registration and compliance costs. The Company has obtained
no formal determination from the Securities and Exchange
Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material
adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the
past. They have agreed to act without compensation until
authorized by the Board of Directors, which is not expected
to occur until the Registrant has generated revenues from
operations after consummation of a merger or acquisition. As
of the date of this registration statement, the Company has
no funds available to pay directors. Further, none of the
directors are accruing any compensation pursuant to any
agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated
entity, that entity may desire to employ or retain one or
more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise
provide other compensation to such persons. However, the
Company has adopted a policy whereby the offer of any post-
transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake
any proposed transaction. Each member of management has
agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to
them by any entity which proposes to undertake a transaction
with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each
member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or
acquisition candidate, the proposed transaction will not be
approved by the Company's Board of Directors as a result of
the inability of the Board to affirmatively approve such a
transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the
Company. In the event the Company consummates a transaction
with any entity referred by associates of management, it is
possible that such an associate will be compensated for
their referral in the form of a finder's fee. It is
anticipated that this fee will be either in the form of
restricted common stock issued by the Company as part of the
terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the
acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee
cannot be determined as of the date of this registration
statement, but is expected to be comparable to consideration
normally paid in like transactions. No member of management
of the Company will receive any finders fee, either directly
or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
Persons "associated" with management is meant to refer to
persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an
acquisition or merger with any entity in which any of the
Company's Officers, Directors, principal shareholders or
their affiliates or associates serve as officer or director
or hold any ownership interest. Management is not aware of
any circumstances under which this policy may be changed
through their own initiative.
The proposed business activities described herein classify
the Company as a "blank check" company. Many states have
enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully
implemented its business plan described herein.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such
action by or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is quoted on the over-the-counter
market in the United States under the symbol BHAS.
Management has not undertaken any discussions, preliminary
or otherwise, with any prospective market maker concerning
the participation of such market maker in the after-market
for the Company's securities and management does not intend
to initiate any such discussions until such time as the
Company has consummated a merger or acquisition. There is no
assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.
After a merger or acquisition has been completed, any or all
of the Company's officers and directors will most likely be
the persons to contact prospective market makers. It is also
possible that persons associated with the entity that merges
with or is acquired by the Company will contact prospective
market makers. The Company does not intend to use
consultants to contact market makers.
Market Price
The Registrant's Common Stock has not traded recently,
therefore no quotes are available.
Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii)
the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks,
the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters
to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held
in the account and information on the limited market in
penny stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes
in the criteria for initial listing on the NASDAQ Small Cap
market and for continued listing. For initial listing, a
company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in
the most recently completed fiscal year or in two of the
last three fiscal years. For initial listing, the common
stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must
maintain $2,000,000 in net tangible assets and a $1,000,000
market value of its publicly-traded securities. In addition,
continued inclusion requires two market-makers and a minimum
bid price of $1.00 per share.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which
will allow the Company's securities to be traded without the
aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company
will qualify its securities for listing on NASDAQ or some
other national exchange, or be able to maintain the
maintenance criteria necessary to insure continued listing.
The failure of the Company to qualify its securities or to
meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-
counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Company's securities.
Holders
There are 29 holders of the Company's Common Stock. On
October 16, 1995, the Company issued 6,000,000 of its $0.001
par value Common Stock for $6,000 in cash. On April 29,
1999, the stock underwent a 2.5:1 forward stock split,
resulting in a total of 15,000,000 shares issued and
outstanding. All of the issued and outstanding shares of the
Company's Common Stock were issued in accordance with the
exemption from registration afforded by Section 4(2) of the
Securities Act of 1933.
Dividends
The Registrant has not paid any dividends to date, and has
no plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on
Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering
the shares. The securities were offered for investment only
and not for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted.
Of the 15,000,000 shares presently outstanding, a total of
7,500,000 are restricted and may not be sold other than
pursuant to registration statement being in effect, pursuant
to an exemption from registration, or in accordance with
Rule 144. In general, under Rule 144, a person (or persons
whose shares are aggregated) who has satisfied a one year
holding period, under certain circumstances, may sell within
any three-month period a number of shares which does not
exceed the greater of one percent of the then outstanding
Common Stock or the average weekly trading volume during the
four calendar weeks prior to such sale. Rule 144 also
permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has
satisfied a two-year holding period and who is not, and has
not been for the preceding three months, an affiliate of the
Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the
issuance of 50,000,000 shares of Common Stock, $0.001 par
value per share, of which 15,000,000 are issued and
outstanding. The shares are non-assessable, without pre-
emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to one vote for each
share on all matters to be voted on by the stockholders. The
shares are fully paid, non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders
of common shares are entitled to share ratably in dividends,
if any, as may be declared by the Company from time-to-time,
from funds legally available. In the event of a liquidation,
dissolution, or winding up of the Company, the holders of
shares of common stock are entitled to share on a pro-rata
basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which
additional shares of any class or series of the Company's
stock would be issued to management or promoters, or
affiliates or associates of either.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or
omissions not amounting to intentional misconduct, fraud, or
a knowing violation of the law, since provisions have been
made in the Articles of incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws
also provide for indemnification of the officers and
directors of the Company in most cases for any liability
suffered by them or arising from their activities as
officers and directors of the Company if they were not
engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they
would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity
in handling the Company's affairs. A shareholder may be able
to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages
where the Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative
suit to enforce their rights, including rights under certain
federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in
connection with such sale or purchase, including the
misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements
appearing at Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its
formation, and Management has had no disagreements with the
findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Barry L. Friedman,
P.C., August July 6, 1999.
Balance Sheet as of June 30, 1999 and year Ended
December 31, 1998.
Statement of Operation for the three month and six
month periods ending June 30, 1999, and June
30, 1998, and the two years ended December 31,
1998 and December 31, 1997, and for the period
October 10, 1995 (inception) to June 30, 1999.
Statement of Stockholders' Equity
Statement of Cash Flows for the three month and
six month periods ending June 30, 1999, and
June 30, 1998, and the two years ended December
31, 1998 and December 31, 1997, and for the
period October 10, 1995 (inception) to June 30,
1999.
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
Board of Directors
August 6, 1999
Bach-Hauser, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Bach-
Hauser, Inc. (A Development Stage Company), as of June 30,
1999, and December 31, 1998, and the related statements of
stockholders' equity for June 30, 1999, and December 31,
1998, and statements of operation and cash flows for the
three months ending June 30, 1999, and June 30, 1998, for
the six months ended June 30, 1999, and June 30, 1998, and
the two years ended December 31, 1998, and December 31,
1997, and the period October 10, 1995 (inception), to June
30, 1999. These financial statements are the responsibility
of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Bach-Hauser, Inc. (A Development Stage Company),
as of June 30, 1999, and December 31, 1998, and the related
statements of stockholders' equity for June 30, 1999, and
December 31, 1998, and statements of operation and cash
flows for the three months ending June 30, 1999, and June
30, 1998, for the six months ended June 30, 1999, and June
30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period October 10, 1995
(inception), to June 30, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #5 to the financial statements, the
Company has suffered recurring losses from operations and
has no established source of revenue. This raises
substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is
described in Note #5. These financial statements do not
include any adjustments that might result from the outcome
of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
BACH-HAUSER, INC.
(A Development Stage Company)
BALANCE SHEET
6 Mos. Year Ended
Ending June Dec. 31,
30, 1999 1998
ASSETS
CURRENT ASSETS: 0 0
TOTAL CURRENT ASSETS 0 0
OTHER ASSETS; 54 78
TOTAL OTHER ASSETS 54 78
TOTAL ASSETS 54 78
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances $1,075 $1,075
TOTAL CURRENT LIABILITIES $1,075 $1,075
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, $6,000
authorized 50,000,000 shares
issued and outstanding
December 31, 1998 - 6,000,000
shares
June 30, 1999 - 6,000,000 shares $6,000
Additional paid-in Capital 0 0
Accumulated loss -7,021 -6,997
TOTAL STOCKHOLDERS' EQUITY $ -1,021 $ -997
TOTAL LIABILITIES AND 54 78
STOCKHOLDERS' EQUITY
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
3 Mos. 3 Mos. 6 Mos. 6 Mos.
Ending Ending Ending Ending
June 30, June 30, June, 30, June 30,
1999 1998 1999 1998
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling 0 $725 0 $1,075
and
Administrative
Amortization 12 12 24 24
Total Expenses $12 $737 $24 $1,099
Net Profit/Loss(- $ -12 $ -737 $-24 $ -1,099
)
Net Profit/Loss NIL $ -.0001 NIL $ -.0002
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000 6,000,000 6,000,000 6,000,000
Number of common
Shares
outstanding
See accompanying notes to financial statements & audit
report
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF OPERATION(continued)
Year Ended Year Oct. 10,
Dec. 31, Ended 1995
1998 Dec. 31, (Incepti
1997 on) to
June 30,
1999
INCOME:
Revenue 0 0 0
EXPENSES:
General, Selling $1,075 0 $6,840
and
Administrative
Amortization 47 47 181
Total Expenses $1,122
$47 $7,021
Net Profit/Loss(-
) $ -1,122 $ -47 $ -7,021
Net Profit/Loss
(-) Per weighted $ -.0002 NIL $ -.0012
Share (Note 2)
Weighted average
Number of common 6,000,000 6,000,000 6,000,00
Shares 0
outstanding
See accompanying notes to financial statements & audit
report
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additiona Accumulat
Shares Amount l paid-in ed
Capital Deficit
Balance, 6,000,00 $6,000 $0 $ -5,875
December 31, 1997 0
Net loss, Year -1,122
Ended
December 31, 1998
Balance, 6,000,00 $6,000 $0 $ -6,997
December 31, 1998 0
Net Loss January 1, -24
1999, to June 30,
1999
Balance, 6,000,00 $6,000 $0 $ -7,021
June 30, 1999 0
See accompanying notes to financial statements & audit
report.
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos. 3 Mos. 6 Mos. 6 Mos.
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
Cash Flows from
Operating
Activities:
Net Loss $ -12 $ -737 $ -24 $ -1,099
Adjustment to
Reconcile net loss
to cash provided by
operating
activities:
Amortization +12 +12 +24 +24
Changes in Assets
and Liabilities:
Organization Costs 0 0 0 0
Increase in current
Liabilities:
Officers Advances 0 +725 0 -1,075
Cash Flows from 0 0 0 0
Investing
Activities
Cash Flows from
Financing
Activities:
Issuance of common 0 0 0 0
stock
Net increase 0 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0 0
period
Cash, end of period 0 0 0 0
See accompanying notes to financial statements & audit
report
BACH-HAUSER, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS(continued)
Year Ended Year Ended Oct. 10,
Dec. 31, Dec. 31, 1995
1998 1997 (Inception
) to June
30, 1999
Cash Flows from
Operating
Activities:
Net Loss $ -1,122 $ -47 $ -7,021
Adjustment to
Reconcile net loss
to cash provided by
operating
activities:
Amortization +47 +47 +181
Changes in Assets and
Liabilities:
Organization Costs 0 0 -235
Increase in current
Liabilities:
Officers Advances -1,075 0 +1,075
Cash Flows from 0 0 0
Investing Activities
Cash Flows from
Financing
Activities:
Issuance of common 0 0 +6,000
stock
Net increase 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0
period
Cash, end of period 0 0 0
See accompanying notes to financial statements & audit
report
BACH-HAUSER, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized October 10, 1995, under the laws
of the State of Nevada as Bach-Hauser, Inc. The Company
currently has no operations and in accordance with SFAS #7,
is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual
method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-
bearing bank that currently does not exceed federally
insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.
There are no cash equivalents as of June 30, 1999.
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the
net change during the year of deferred tax assets and
liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized
on a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128)
"Earnings Per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the
weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share
amounts that would have resulted if dilative common stock
equivalents had been converted to common stock. As of June
30, 1999, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal
business activities. Since the Company currently has no
operating business and does not use any computers, and since
it has no customers, suppliers or other constituents, there
are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
June 30, 1999, due to the net loss and no state income tax
in Nevada, the state of the Company's domicile and
operations. The Company's total deferred tax asset as of
December 31, 1998 is as follows:
Net operation loss carry forward $6,997
Valuation allowance $6,997
Net deferred tax asset $ 0
The federal net operation loss carry forward will expire in
2015 and 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
50,000,000 shares with a par value of $0.001 per share.
Preferred Stock
Bach-Hauser, Inc. has no preferred stock.
On October 16, 1995, the Company issued 6,000,000 shares of
its $0.001 par value common stock in consideration of
$6,000.00 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger
with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office
services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the
future, become involved in other business opportunities.
If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company
and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
ARTICLES OF INCORPORATION
of
Bach-Hauser, Inc.
Know all men by these present;
That the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation
under and pursuant to the provisions of Nevada Revised
Statutes 78.010. to Nevada Revised Statutes 78.090
inclusive, as amended, and certify that;
1. The name of this corporation is:
Bach-Hauser, Inc.
2. Offices for the transaction of any business of the
Corporation, and where meetings of the Board of Directors
and of Stockholders may be held, may be established and
maintained in any part of the State of Nevada, or in any
other state, territory, or possession of the United States.
3. The nature of the business is to engage in any lawful
activity.
4. The Capital Stock shall consist of 50,000,000 shares of
common stock, $0.001 par value.
5. The members of the governing board of the corporation
shall be styled directors, of which there shall be no less
than 1. The Directors of this corporation need not be
stockholders. The first Board of Directors is: Charles T.
Ward, whose address is 4025 Wake Forest Drive, Las Vegas, NV
89129.
6. This corporation shall have perpetual existence.
7. The name and address of each of the incorporators
signing these Articles of Incorporation are as follows:
Charles T. Ward, whose address is 4025 Wake Forest Drive,
Las Vegas, NV 89129.
8. This Corporation shall have a president, a secretary, a
treasurer, and a resident agent, to be chosen by the Board
of Directors, any person may hold two or more offices.
9. The resident agent of this Corporation shall be Charles
T. Ward, whose address is 4025 Wake Forest Drive, Las Vegas,
NV 89129.
10. The Capital Stock of the corporation, after the fixed
consideration thereof has been paid or performed, shall not
be subject to assessment, and the individual liable for the
debts and liabilities of the Corporation, and the Articles
of Incorporation shall never be amended as the aforesaid
provisions.
11. No director or officer of the corporation shall be
personally liable to the corporation of any of its
stockholders for breach of fiduciary duty as a director or
officer involving any act or omission of any such director
or officer provided, however, that the foregoing provision
shall not eliminate or limit the liability of a director or
officer for acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law, or the
payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this
Article of the Stockholders of the Corporation shall be
prospective only, and shall not adversely affect any
limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to
such repeal or modification.
I, the undersigned, being the incorporator herein above
named for the purpose of forming a corporation pursuant to
the general corporation law of the State of Nevada, do make
and file these Articles of Incorporation, hereby declaring
and certifying that the facts within stated are true, and
accordingly have hereunto set my hand this 4th day of
October, 1995.
/s/ Charles T. Ward
Charles T. Ward
Bylaws
of
Bach-Hauser, Inc.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation
shall maintain a principal office. The location of the
principal office may be changed by the Board of Directors.
The Corporation also may have offices in such other places
as the Board may from time to time designate. The location
of the initial principal office of the Corporation shall be
designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State
of Nevada as shall be set forth in compliance with these
Bylaws. The meeting shall be held on the Third Monday of
October of each year. If such day is a legal holiday,
the meeting shall be on the next business day. This
meeting shall be for the election of Directors and for
the transaction of such other business as may properly
come before it.
2. Special Meetings
Special meetings of shareholders, other than those
regulated by statute, may be called by the President upon
written request of the holders of 50% or more of the
outstanding shares entitled to vote at such special
meeting. Written notice of such meeting stating the
place, the date and hour of the meeting, the purpose or
purposes for which it is called, and the name of the
person by whom or at whose direction the meeting is
called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice stating the
place, day, and hour of the meeting, and in the case of a
special meeting, the purpose or purposes for which the
meeting is called, which shall be delivered not less than
ten or more than fifty days before the date of the
meeting, either personally or by mail to each shareholder
of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at their address as it appears on the books
of the Corporation, with postage thereon prepaid.
Attendance at the meeting shall constitute a waiver of
notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, wither
within or without the State of Nevada, as the place of
meeting for any annual meeting or for any special meeting
called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting
may designate any place, either within or without the
State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special
meeting is otherwise called, the place of meeting shall
be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten
nor more than fifty days prior to any meeting as the
record date for the purpose of determining shareholders
entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the
Board of Directors for a stated period not to exceed
fifty day for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order
to make a determination of shareholders for any other
purpose.
6. Quorum
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time
without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or
represented, any business may be transacted, which might
have been transacted at the meeting as originally
noticed.
7. Voting
A shareholder of outstanding shares, entitled to vote at
a meeting, may vote at such meeting in person or by
proxy. Except as may otherwise be provided in the
currently filed Articles of Incorporation, every
shareholder shall be entitled to one vote for each share
standing their name on the record of shareholders.
Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action
shall be determined by a majority of the votes cast at a
meeting of shareholders by the holders of shares entitled
to vote thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the
shareholder or by their duly authorized attorney-in-fact.
Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No
proxy shall be valid after six months from the date of
its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be
signed by a majority of the shareholders entitled to vote
with respect to the subject matter therof.
Article III
Board of Directors
1. General Powers
The business and affairs of the Corporation shall be
managed by its Board of Directors. The Board of
Directors may adopt such rules and regulations for the
conduct of their meetings and the management of the
Corporation as they appropriate under the circumstances.
The Board shall have authority to authorize changes in
the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a
number between one and five, as the Directors may by
resolution determine from time to time. Each of the
Directors shall hold office until the next annual meeting
of the shareholders and until their successor shall have
been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately
after and, at the same place as the annual meeting of
shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of
additional regular meetings without other notice than
this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called
by order of the Chairman of the Board or the President.
The Secretary shall give notice of the time, place and
purpose or purposes of each special meeting by mailing
the same at least two days before the meeting or by
telephone, telegraphing or telecopying the same at least
one day before the meeting to each Director. Meeting of
the Board of Directors may be held by telephone
conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but
less than a quorum may adjourn any meeting from time to
time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further
notice. At any meeting at which every Director shall be
present, even though without any formal notice any
business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director
shall have one vote. The act of a majority of Directors
present at a meeting shall be the act of the full Board
of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to
exist in the case of death, resignation, or removal of
any Director, or if the authorized number of Directors is
increased, or if the shareholders fail, at any meeting of
the shareholders, at which any Director is to be elected,
to elect the full authorized number of Directors to be
elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding
and entitled to vote. Such vacancy shall be filled by
the Directors then in office, though less than a quorum,
to hold office until the next annual meeting or until
their successor is duly elected and qualified, except
that any directorship to be filled by election by the
shareholders at the meeting at which the Director is
removed. No reduction of the authorized number of
Directors shall have the effect of removing any Director
prior to the expiration of their term of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon
its acceptance by the Board of Directors; provided,
however, that if the Board of Directors has not acted
thereon within ten days from the date of its delivery,
the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting
of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have
assented to the action(s) taken unless their dissent
shall be placed in the minutes of the meeting or unless
he or she shall file their written dissent to such action
with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and
receiving compensation therefor.
12. Emergency Power
When, due to a natural disaster or death, a majority of
the Directors are incapacitated or otherwise unable to
attend the meetings and function as Directors, the
remaining members of the Board of Directors shall have
all the powers necessary to function as a complete Board,
and for the purpose of doing business and filling
vacancies shall constitute a quorum, until such time as
all Directors can attend or vacancies can be filled
pursuant to the Bylaws.
13. Chairman
The Board of Directors may elect from its own number a
Chairman of the Board, who shall preside at all meetings
of the Board of Directors, and shall perform such other
duties as may be prescribed from time to time by the
Board of Directors. The Chairman may by appointment fill
any vacancies on the Board of Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary, and a Treasurer,
each of whom shall be elected by a majority of the Board
of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by
the Board of Directors. In its discretion, the Board of
Directors may leave unfilled for any such period as it
may determine any office except those of President and
Secretary. Any two or more offices may be held by the
same person. Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of
Directors held after each annual meeting of the
shareholders. If the election of Officers shall not be
held at such meeting, such election shall be held as soon
thereafter as convenient. Each Officer shall hold
officer until their successor shall have been duly
elected and shall have qualified or until their death or
until they shall resign or shall have been removed in the
manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a
written resignation either to thePresident or to the
Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests of
the Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment
of an Officer or agent shall not of itself create
contract rights. Any such removal shall require a
majority vote of the Board of Directors, exclusive of the
Officer in question if he or she is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation,
removal, disqualificaton or otherwise, or is a new
officer shall be created, may be filled by the Board of
Directors for the un-expired portion of the term.
6. President
The president shall be the chief executive and
administrative Officer of the Corporation. He or she
shall preside at all meetings of the stockholders and in
the absence of the Chairman of the Board, at meetings of
the Board of Directors. He or she shall exercise such
duties as customarily pertain to the office of President
and shall have general and active supervision over the
property, business, and affairs of the Corporation and
over its several Officers, agents, or employees other
than those appointed by the Board of Directors. He or
she may sign, execute and deliver in the name of the
Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as
may be prescribed from time to time by the Board of
Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform
such duties as may be assigned to him by the Board of
Directors or the President. In the absence or disability
of the President, the Vice President designated by the
Board or the President shall perform the duties and
exercise the powers of the President. A Vice President
may sign and execute contracts any other obligations
pertaining to the regular course of their duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of
the stockholders and of the Board of Directors and, to
the extent ordered by the Board of Directors or the
President, the minutes of meeting of all committees. He
or she shall cause notice to be given of meetings of
stockholders, of the Board of Directors, and of any
committee appointed by the Board. He or she shall have
custody of the corporate seal and general charge of the
records, documents and papers of the Corporation not
pertaining to the performance of the duties vested in
other Officers, which shall at all reasonable times be
open to the examination of any Directors. He or she may
sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the
Corporation and affix the seal of the Corporation
thereto. He or she shall perform such other duties as
may be prescribed from time to time by the Board of
Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the
collection and disbursement of funds of the Corporation.
He or she shall endorse on behalf of the Corporation for
collection check, notes and other obligations, and shall
deposit the same to the credit of the Corporation in such
bank or banks or depositories as the Board of Directors
may designate. He or she may sign, with the President or
such other persons as may be designated for the purpose
of the Board of Directors, all bills of exchange or
promissory notes of the Corporation. He or she shall
enter or cause to be entered regularly in the books of
the Corporation full and accurate account of the
Corporation; shall at all reasonable times exhibit his
(or her) books and accounts to any Director of the
Corporation upon application at the office of the
Corporation during business hours; and, whenever required
by the Board of Directors or the President, shall render
a statement of his (or her) accounts. The Treasurer
shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have
such powers as may be assigned to them by the Board of
Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board
of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate
Officers or agents. No Officer shall be prevented from
receiving any such salary or compensation by reason of
the fact that he or she is also a Director of the
Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any
Officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with such surety or
sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his (or her)
duties to the Corporation, including responsibility for
negligence and for the accounting for all property,
monies or securities of the Corporation, which may come
into his (or her) hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorized any Officer or
Officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the Corporation and such authority may be
general or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in
its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as
security for the payment of any loan, advance,
indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific
instances.
3. Deposits
All funds of the Corporation not otherwise employed shall
be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as
may be selected by an Officer or agent of the Corporation
authorized to do so by the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation and in such
manner as the Board of Directors from time to time may
determine. Endorsements for deposits to the credit of
the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of
Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall
be in the form of an appropriate legal writing, which
shall be signed by the President or Vice President and by
the Treasurer or by the Secretary, and sealed with the
seal of the Corporation. The seal may be facsimile,
engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized
Officer of the Corporation or other trustee designated by
the indenture of trust or other agreement under which
such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile.
In case any Officer who signed, or whose facsimile
signature has been used on any such bond or debenture,
shall cease to be an Officer of the Corporation, such
bond or debenture may nevertheless be adopted by the
Corporation and issued and delivered as though the person
who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and
signed by the President. The signatures of such Officers
upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or one of its
employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled except that
in case of a lost, destroyed or mutilated certificate, a
new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors
may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only
on the stock transfer books of the Corporation by the
holder of record thereof or by his (or her) legal
representative, who shall furnish proper evidence of
authority to transfer, or by his (or her) attorney
thereunto authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
dates. The person in whose name share stand on the books
of the Corporation shall be deemed by the Corporation to
be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the
power to appoint one or more transfer agents and
registrars for the transfer and registration of
certificates of stock of any class, and may require that
stock certificates shall be countersigned and registered
by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace
any certificate theretofore issued by it alleged to have
been lost or destroyed. The Board of Directors may
require the owner of such a certificate or his (or her)
legal representative to give the Corporation a bond in
such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation as transfer
agents and registrars, if any, against claims that may be
made on account of the issuance of such new certificates.
A new certificate may be issued without requiring any
bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder
thereof, in fact, and shall not be bound to recognize any
equitable or other claim to or on behalf of this
Corporation to any and all of the rights and powers
incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute
and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the
ownership of such stock. The Board of Directors, from
time to time, may confer like powers upon any other
person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or
obligations arising out of any acts or conduct of said
Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby
indemnify and hold harmless each person and their heirs and
administrators who shall serve at any time hereafter as a
Director or Officer of the Corporation from and against any
and all claims, judgments and liabilities to which such
persons shall become subject by reason of their having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken
by him as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or
liability, including power to defend such persons from all
suits or claims as provided for under the provisions of the
Nevada Revised Statutes; provided, however, that no such
persons shall be indemnified against, or be reimbursed for,
any expense incurred in connection with any claim or
liability arising out of his (or her) own negligence or
willful misconduct. The rights accruing to any person under
the foregoing provisions of this section shall not exclude
any other right to which he or she may lawfully be entitled,
nor shall anything herein contained restrict the right of
the Corporation to indemnify or reimburse such person in any
proper case, even though not specifically herein provided
for. The Corporation, its Directors, Officers, employees
and agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon
the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of the Articles of Incorporation, or under the
provisions of the Nevada Revised Statutes, a waiver thereof
in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new
Bylaws adopted by a majority of the entire Board of
Directors at any regular or special meeting. Any Bylaw
adopted by the Board may be repealed or changed by the
action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends payable
out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of
incorporation per sample affixed.
Dated Monday, October 16, 1995 Bach-Hauser, Inc.
/s/ Charles F. Richards, Jr.
Charles F. Richards, Jr.
Secretary
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Bach-Hauser, Inc.
By:
Bobby Combs, President
