UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB/A
GENERAL FORM FOR REGISTRATION OF SEURITIES OF SMALL BUSINESS
ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of
1934
ALD Services, Inc.
- ------------------------------------------------------------
(Name of Small Business Issuer on its charter)
Nevada 88-0408274
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8787 Washburn Road, Las Vegas, Nevada
- ----------------------------------------
(Address of principal executive offices)
89129
- ----------
(zip code)
Issuer's telephone number:(702) 683-7896
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be so registered each class is to be registered
______________________________________________________________
______________________________________________________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 25,000,000 shares
authorized, 2,106,000 issued and outstanding as of July 29,
1999.
<PAGE>
<TABLE>
<CAPTION> TABLE OF CONTENTS
<S> <C> <C>
Page
________ ___________________________________________________ ____
PART I 3
Item 1. Description of Business 3
Item 2. Management's Discussion and Analysis or Plan of
Operation 8
Item 3. Description of Property 9
Item 4. Security Ownership of Management and Others and
Certain Security Holders 9
Item 5. Directors, Executives, Officers and Significant
Employees 10
Item 6. Executive Compensation 12
Item 7. Certain Relationships and Related Transactions 12
PART II 13
Item 1. Legal Proceedings 13
Item 2. Market for Common Equity and Related Stockholder
Matters 13
Item 3. Recent Sales of Unregistered Securities 14
Item 4. Description of Securities 14
Item 5. Indemnification of Directors and Officers 15
PART F/S 17
Item 1. Financial Statements 17
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 17
PART III 18
Item 1. Index to Exhibits 18
Item 2. Description of Exhibits 21
</TABLE>
<PAGE>
Part I
Item 1.Description of Business
A. Business Development and Summary
ALD Services, Inc. ("ALD" or the "Company"), a Nevada
corporation incorporated on November 10, 1998, is a
developmental stage consulting company with a principal
business objective to integrate the spectrum of processes
within the logistics, supply, transportation, contracting,
financial management, and manpower management environments.
ALD seeks to provide reputable consultations, recommendations
for improvements, and if so desired, flow-systems for
improved decision making and implementation.
The Company believes that the founders and promoters of
primarily new, development stage companies have unrealistic
expectations regarding initial capital formation and
organizational issues. As such, the Company will seek to
provide guidance in regards to the client company's business,
organizational, and financial status.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
The Company seeks to provide guidance in functional
areas such as logistics, supply, transportation, contracting,
financial and manpower management. The Company intends to
establish these functional areas to assist client companies
in developing and implementing the procedures necessary to
operate effectively.
The Company faces risks which include, but are not
limited to, an evolving and unpredictable business model,
dependence on the growth in use of services such as the
Company provides, the acceptance of the Company's services,
the ability to obtain information about developments in
business consulting, rapid technological change and the
management of growth. There can be no assurance that the
Company will be successful in addressing such risks, and the
failure to do so could have a material adverse effect on the
Company's business, prospects, financial condition and
results of operations.
(2) Distribution Methods of the Products or Services
The Company plans to initially focus its efforts on
seeking clients that are development stage companies that
need assistance and guidance on initial corporate valuation
and organizational issues. The Company's founders and
principals believe that the founders and promoters of
primarily new, development stage companies have unrealistic
expectations regarding initial capital formation and
organizational issues. As such, the Company will seek to add
value for its clients by creating research or other report
that appropriately values and/or provides guidance to them in
regards to the client company's business, organizational, and
financial status. This, in the Company's opinion, will
enable its client companies to have a higher success ratio in
commencing and implementing their business objectives.
However, the Company is in its developmental stages, and as
such, there can be no assurance that the Company's services
will be accepted and adopted by potential customers.
(3) Status of Any Announced New Product or Service
The Company has limited operating history. The Company
was organized on November 10, 1998. Activities to date have
been limited primarily to organization, initial
capitalization, finding and securing a management team and
board of directors, the development of a business plan and
commencing with initial operational plans.
<PAGE>
As of July 29, 1999, the Company has developed a
business plan, recruited and retained a CEO and established
what steps need to be taken to achieve the results set forth
in this Registration Statement. As a start-up and
development stage company, the Company has no new products or
services to announce.
(4) Industry Background
The global business environment is undergoing rapid,
profound change, which has placed great competitive pressure
on start-up and small businesses. The changing business
environment has produced an evolving range of strategic and
operating options for businesses, many of which do not have
the financial resources to cost-effectively employ larger and
more expensive consulting firms to assist them in
streamlining their operations. In response, the smaller
firms are formulating and implementing new strategies and
tactics, including overseeing their own redesigning and
restructuring of business processes and workflows, acquiring
better technology and adopting or remodeling customer service
and marketing programs. Although these methods can provide
benefits and cost savings, the Company believes that
businesses will turn to outside consultants to assist in this
process for several reasons: the pace of change is eclipsing
their own internal resources and capability to identify,
evaluate and implement the full range of options; consultants
enable them to develop better solutions in shorter time
frames; and purchasing consulting experience can be more cost-
effective. By employing outside experience, businesses can
often improve their ability to compete by rapidly deploying
new processes.
The business consulting industry is highly fragmented
and consists primarily of: (i) larger systems integration
firms, including the consulting divisions of the "Big Six"
accounting firms; (ii) information system vendors that focus
on services related to the software solutions they offer;
(iii) consulting firms that focus on selected specialty
areas, such as strategic planning or vendor-specific
implementation; and (iv) other large general management
consulting firms that do not specialize in specific
consulting areas and/or offer systems implementation.
Increasingly, the competitive advantage in business
consulting will be gained by those consulting firms which:
(i) are able to marshal the necessary expertise and resources
to offer comprehensive skill sets to clients; (ii) have the
strength and consistency of advice along the entire service
continuum (from strategy to selection to implementation); and
(iii) offer the flexibility to meet the challenges of the
rapidly changing business environment.
(5) Raw Materials and Suppliers
The Company is a consulting and operations management
consulting services business, and thus does not use raw
materials or have any significant suppliers.
(6) Customers
The Company intends to provide personalized business
consulting and operations management consulting services to
companies seeking assistance and guidance on corporate
valuation, recommendations for improvements, cost-cutting
opportunities and organizational issues. The Company plans
to reach these customers via direct mail, telemarketing, the
Internet and the referral process. As of June 30, 1999, no
sales revenues have been generated by the Company. However,
the Company does not anticipate that its revenues will be
dependent on any one or even a few major customers once its
revenues begin.
<PAGE>
(7) Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements, or Labor Contracts
The Company does not currently own any patents on its
products or services. New proprietary advancements will be
protected as trade secrets until appropriate measure can be
taken for protection. The Company believes, however, that
its success and ability to compete is dependent in part on
the protection of its potential trademarks, trade names,
service marks, patents and other proprietary rights and
technology. The Company intends to rely on trade secret,
patent and copyright laws to protect the intellectual
property that it plans to develop, but there can be no
assurance that such laws will provide sufficient protection
to the Company, that others will not develop products,
technology and services that are similar or superior to those
of the Company's or that third parties will not copy or
otherwise obtain and use the Company's proprietary technology
without authorization.
Policing unauthorized use of the Company's proprietary
and other intellectual property rights, in the future, could
entail significant expense and could be difficult or
impossible. In addition, there can be no assurance that
third parties will not bring claims of copyright, patent or
trademark infringement against the Company or claim that
certain of the Company's products, technology, processes or
features violates a patent. There can be no assurance that
third parties will not claim that the Company has
misappropriated their creative ideas or formats or otherwise
infringed upon their proprietary rights. Any claims of
infringement, with or without merit, could be time consuming
to defend, result in costly litigation, divert management
attention, require the Company to enter into costly royalty
or licensing arrangements to prevent the Company from using
important technologies or methods, any of which could have a
material adverse effect on the Company's business, financial
condition or operating results.
(8) Regulation
The solutions currently offered by the Company have not
been subject to any material, specific government regulation.
However, the Company expects that regulations directly
affecting its clients could affect the relative demand for
the Company's solutions. In addition, it is possible that a
number of laws and regulations will be adopted, which may
have a material effect on the Company's operations.
Furthermore, the increasing number of entrepreneurial
ventures may prompt calls for more stringent consumer
protection laws that may impose burdens on the business and
operations of the Company's clients. The adoption of any
additional laws or regulations may hinder the growth of the
Company's client's businesses, which could, in turn, decrease
the demand for the Company's products and services and
increase the Company's cost of doing business, or otherwise
have an adverse effect on the Company's business, prospects,
financial condition and results of operations.
(9) Effect of Existing or Probable Government Regulations
The Company believes that the regulations governing
businesses in general will not have a material effect on its
current operations. However, due to rapid changes in the way
business is conducted, various federal and state agencies may
propose new legislation which may adversely affect the
Company's business, financial condition and results of
operations.
(10) Research and Development Activities
The Company has yet to incur any research and
development costs from November 10, 1998 (date of inception)
through June 30, 1999.
<PAGE>
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local
environmental laws, which would effect its operations.
(12) Employees
As a start up company in the research and development
phase - in order to more prudently manage the Company's
limited resources the Company presently has no (0) full time
employees and one (1) part time employee. The Company's
employees are currently not represented by a collective
bargaining agreement, and the Company believes that its
relations with its employee is good.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of
Operation
A. Management's Plan of Operation
(1) In its initial approximately seven (7) month operating
period ended June 30, 1999, the Company incurred a net loss of
$2,258.00 for selling, general and administrative expenses
related to start-up operations. It has yet to receive any
revenues from operations. On November 12, 1998, one (1)
founding shareholder purchased 90,000 shares of the Company's
authorized treasury stock for cash. This original stock
offering was made pursuant to Section 4(2) of the Securities
Act of 1933, as amended. Additionally, on April 2, 1999, the
Company completed an offering of ten thousand three hundred
(10,300) shares of the Common Stock of the Company to
approximately thirty two (32) unaffiliated shareholders.
This offering was made in reliance upon an exemption from the
registration provisions of Section 4(2) of the Securities Act
of 1993, as amended, pursuant to Regulation D, Rule 504 of
the Act. On June 30, 1999, the Company effectuated a twenty
for one (20:1) forward stock split. This change is reflected
in the shares issued on November 12, 1998 and April 2, 1999.
As of the date of this filing, the Company has two million
one hundred six thousand (2,106,000) shares of its $0.001 par
value common voting stock issued and outstanding which are
held by approximately thirty two (32) shareholders of record.
The Company currently has no arrangements or commitments for
accounts and accounts receivable financing. There can be no
assurance that any such financing can be obtained or, if
obtained, that it will be on reasonable terms.
This is a development stage company. The Company
believes that its initial revenues will be primarily
dependent upon the Company's ability to cost-effectively and
efficiently provide personalized business consulting services
to companies seeking assistance and guidance on corporate
valuation, recommendations for improvements, cost-cutting
opportunities and organizational issues. The Company
designates as its priorities for the first twelve (12) months
of operations as developing and marketing its services to
establish its operations in the business services market.
Realization of sales of the Company's products, services
and/or technology during the fiscal year ending December 31,
1999 is vital to its plan of operations. There can be no
assurance that the Company will be able to compete
successfully or that the competitive pressures the Company
may face will not have a material adverse effect on the
Company's business, results of operations and financial
condition. Additionally, a superior competitive technology,
service or product could force the Company out of business.
As of June 30, 1999, the Company has yet to generate any
revenues. In addition, the Company may not generate revenues
for the next six (6) months.
(2) No engineering, management or similar report has been
prepared or provided for external use by the Company in
connection with the offer of its securities to the public.
(3) Management believes that the Company's future growth and
success will be largely dependent on its ability to develop
or acquire products and technology to meet the evolving needs
of its prospective customers. The Company believes that the
long-term success of its product offerings and technology
will not require substantial research and development.
The Company has yet to incur any research and
development costs from November 10, 1998 (date of inception)
through June 9, 1999. In addition, the Company does not
anticipate incurring any substantial research and development
costs through the fiscal and calendar year ending December
31, 1999.
(4) The Company currently does not expect to purchase
or sell any of its facilities or equipment.
<PAGE>
(5) Management does not anticipate any significant changes
in the number of employees over the next approximately six
(6) months.
B. Segment Data
As of June 30, 1999, no sales revenue has been generated
by the Company. Accordingly, no table showing percentage
breakdown of revenue by business segment or product line is
included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 8787
Washburn Road, Las Vegas, Nevada 89129. The office space is
provided by the sole officer and director of the Company at
no cost to the Company. The Company does not have any
additional facilities. Additionally, there are currently no
proposed programs for the renovation, improvement or
development of the property currently being utilized by the
Company.
B. Investment Policies
Management of the Company does not currently have
policies regarding the acquisition or sale of assets
primarily for possible capital gain or primarily for income.
The Company does not presently hold any investments or
interests in real estate, investments in real estate
mortgages or securities of or interests in persons primarily
engaged in real estate activities.
Item 4. Security Ownership of Management and Certain
Security Holders
A. Security Ownership of Management and Certain
Beneficial Owners
The following table sets forth information as of the
date of this Registration Statement certain information with
respect to the beneficial ownership of the Common Stock of
the Company concerning stock ownership by (i) each director,
(ii) each executive officer, (iii) the directors and officers
of the Company as a group and (iv) each person known by the
Company to own beneficially more than five percent (5%) of
the Common Stock. Unless otherwise indicated, the owners
have sole voting and investment power with respect to their
respective shares.
<TABLE>
<CAPTION>SHAREHOLDERS
<S> <C> <C> <C> <C>
Amount
Title Name and Address of shares Percent
Of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ------ --------------------- -------------- --------- -------
Common Frank Danesi, Jr. President, CEO 1,900,000 90.22%
Common All Executive Officers 1,900,000 90.22%
and Directors as a Group
(1 Person)
</TABLE>
<PAGE>
B. Persons Sharing Ownership of Control of Shares
No person other than Frank Danesi, Jr. owns or shares the power
to vote ten percent (10%) or more of the Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities
of the Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or
business entity that controls substantially all (more than 80%) of
the issuers of common stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and
executive officers are as follows:
- ---------------------------------------------------------------------
Name Age Position
- ----------------- --- ---------------------------------------------
Frank Danesi, Jr. 45 President & CEO
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B. Work Experience
Frank Danesi, Jr. - President, Chief Executive Officer,
CFO: Mr. Danesi is the founder of Bandit Brewing Company
(BBC) and has been Chairman, Chief Executive Officer, and
President of the Company since its inception. Prior to
incorporating Bandit Brewing Company and since June 1995, Mr.
Danesi was General Partner of Black Sheep Brewing Company
L.P. (BSBC), whose assets were merged into BBC in September
1996. In February 1991, he formed Lone Mountain Brewing,
Inc. and opened its first subsidiary - The Home Brewery in
Las Vegas, Nevada. He then formed Major Brewing Services
(MBS) in December 1994 as a second subsidiary. The Home
Brewery, which he subsequently sold, was a retail equipment
and supplier store which primarily targets the home brewing
and beer hobby market. MBS was created to provide advising
and equipment services to the brewing industry. MBS was the
general partner and manager of the predecessor company
(BSBC). Mr. Danesi and Lone Mountain Brewing helped develop,
manage, and construct a 12,000 square foot Bandit Brewing
Company facility which includes brewing, bottling, packaging,
cold storage, and executive office facilities. Mr. Danesi is
formerly a Major for the United States Air Force where he
served 15 years until his retirement. His USAF career was
spent in Aircraft Maintenance, Munitions and Logistics
working in the continental United States and the Pacific and
European regions. He supervised aircraft and munitions
organizations worldwide, ranging from 150 to 750 people and
commanded a 500 person aircraft maintenance squadron with
assets over $250 million and an annual budget in excess of $3
million. Mr. Danesi was awarded the Air Force Meritorious
Service Medal with two Bronze Oak Leaf Clusters, Air Force
Commendation with one Bronze Oak Leaf Cluster, National
Defense Medal, and the Southwest Asia Service Medal with one
Oak Leaf Cluster. Mr. Danesi holds a Bachelor of Science
Degree in Pyschology from Ursinus College and a Masters of
Business Administration Degree from LaSalle College.
<PAGE>
C. Family Relationships
None - Not applicable.
D. Involvement on Certain Material Legal Proceedings During
the Last Five Years
(1) No director, officer, significant employee or consultant has
been convicted in a criminal proceeding, exclusive of traffic
violations.
(2) No director, officer or significant employee has been
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or
banking activities.
(3) No director, officer or significant employee has been convicted
of violating a federal or state securities or commodities law.
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with
its executive officer but expects to sign employment agreements with
each in the next approximately six (6) months. No executive
officers of the Company prior to June 30, 1999 drew a formal salary
from the Company. Over the next twelve months, however, each
executive officer is expected to draw the following annual
compensation. The Company does not currently have a stock option
plan.
<TABLE>
<CAPTION>COMPENSATION OF DIRECTORS
<S> <C> <C> <C>
(1) Name of Individual Capacities in Which Annual
or Identity of Group Remuneration was Recorded Compensation
Frank Danesi, Jr. President and CEO $12,000
</TABLE>
(2) Compensation of Directors
There were no arrangements pursuant to which any director of
the Company was compensated for the period from November 10, 1998 to
June 9, 1999 for any service provided as a director. In addition,
no such arrangement is contemplated for the foreseeable future as
the Company's only director is its current executive officer who is
already drawing a salary for the management of the Company.
Item 7. Certain Relationships and Related Transactions
Because of the development stage nature of the Company and its
relatively recent inception, November 10, 1998, the Company has no
relationships or transactions to disclose.
<PAGE>
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings
nor does it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder
Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the
OTC Bulletin Board or any other formal or national securities
exchange. Being a start-up company, there is no fiscal history to
disclose.
(2)(i) There is currently no Common Stock that is subject to
outstanding options or warrants to purchase, or securities
convertible into, the Company's common stock.
(ii) There is currently no common stock of the Company which could
be sold under Rule 144 under the Securities Act of 1933 as amended
or that the registrant has agreed to register for sale by security
holders.
(iii) There is currently no common equity that is being or is
proposed to be publicly offered by the registrant, the offering of
which could have a material effect on the market price of the
issuer's common equity.
B. Holders
As of July 29, 1999, the Company had approximately 32
stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition,
it does not anticipate paying dividends in the immediate foreseeable
future. The board of directors of the Company will review its
dividend policy from time to time to determine the desirability and
feasibility of paying dividends after giving consideration to the
Company's earnings, financial condition, capital requirements and
such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate or
as may be required by law. Upon the effectiveness of this
Registration Statement, the Company will be required to comply with
periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the
Company is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S.
Pecos, Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
<PAGE>
Item 3. Recent Sale of Unregistered Securities
In April of 1999, the Company completed a public offering of
shares of common stock of the Company pursuant to Regulation D, Rule
504 of the Securities Act of 1933, as amended, whereby it sold
10,300 shares of the Common Stock of the Company to 32 unaffiliated
shareholders of record. The Company filed an original Form D with
the Securities and Exchange Commission on or about April 5, 1999.
On June 9, 1999, the Board of Directors of the Company approved a
plan to split forward the shares of common stock of Company by a 20
to 1 ratio. As of July 29, 1999, the Company has 2,106,000 shares
of common stock issued and outstanding held by 32 shareholders of
record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common
stock are entitled to receive dividends out of assets legally
available therefore at such times and in such amounts as the board
of directors of the Company may from time to time determine.
ii. Voting Rights - each holder of the Company's common stock
are entitled to one vote for each share held of record on all
matters submitted to the vote of stockholders, including the
election of directors. All voting is noncumulative, which means
that the holder of fifty percent (50%) of the shares voting for the
election of the directors can elect all the directors. The board of
directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder
action.
iii. Liquidation Rights - upon liquidation, the holders of the
common stock are entitled to receive pro rata all of the assets of
the Company available for distribution to such holders.
iv. Preemptive Rights - holders of common stock are not
entitled to preemptive rights.
v. Conversion Rights - no shares of common stock are currently
subject to outstanding options, warrants or other convertible
securities.
vi. Redemption rights - no redemption rights exist for shares
of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock
are subject to further call or assessment by the issuer. The
Company has not issued stock options as of the date of this
Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed
on stockholders under state statues. Certain Nevada regulations,
however, require regulation of beneficial owners of more than 5% of
the voting securities. Stockholders that fall into this category,
therefore, may be subject to fines in circumstances where non-
compliance with these regulations are established.
<PAGE>
B. Debt Securities
The Company is not registering any debt securities, nor are any
outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its
common stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its
directors, officers and employees as follows: Every director,
officer or employee of the Corporation shall be indemnified by the
Corporation against all expenses and liabilities, including counsel
fees, reasonably incurred by or imposed upon him/her in connection
with any proceeding to which he/she may be made a party, or in which
he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer,
employee or agent of the Corporation, partnership, joint venture,
trust or enterprise, or any settlement thereof, whether or not
he/she is a director, officer, employee or agent at the time such
expenses are incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful misfeasance
or malfeasance in the performance of his/her duties; provided that
in the event of a settlement the indemnification herein shall apply
only when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the Corporation.
The Bylaws of the Company further states that the Company shall
provide to any person who is or was a director, officer, employee or
agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the
indemnity against expenses of a suit, litigation or other
proceedings which is specifically permissible under applicable
Nevada law. The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the
provisions of this Article. However, the Company has yet to
purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a
director or officer of the corporation shall not be personally
liable to this corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, but this Article
shall not eliminate or limit the liability of a director or officer
for (i) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of the law or (ii) the unlawful payment
of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall
not adversely affect any limitation on the personal liability of a
director or officer of the corporation for acts or omissions prior
to such repeal or modification.
The Articles of Incorporation of the Company further states
that every person who was or is a party to, or is threatened to be
made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she, or a person
with whom he or she is a legal representative, is or was a director
of the corporation, or who is serving at the request of the
corporation as a director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss
(including attorneys' fees, judgments, fines, and amounts paid or to
be paid in a settlement) reasonably incurred or suffered by him or
her in connection therewith. Such right of indemnification shall be
a contract right which may be enforced in any manner desired by such
person. The expenses of officers and directors incurred in
defending a civil suit or proceeding must be paid by the corporation
as incurred and in advance of the final disposition of the action,
suit, or proceeding, under receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he or she is
not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of such
directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement,
they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law,
or otherwise, as well as their rights under this article.
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) ALD Services, Inc. Page
Report of James Slayton, CPA F-1
Balance Sheet as of June 30, 1999 F-2
Statement of Operations for the period from
November 10, 1998 through June 30, 1999 F-3
Statement of Stockholder's Equity for the period from
November 10, 1998 through June 30, 1999 F-4
Statement of Cash Flows for the period from
November 10, 1998 through June 30, 1999 F-5
Notes to Financial Statements F-6
b) Interim Financial Statements are not provided at this time as
they are not applicable at this time
c) Financial Statements of Businesses Acquired or to be Acquired
are not provided at this time as they are not applicable at this time
d) Pro-forma Financial Information is not provided at this time as
it is not applicable at this time
Item 2. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure
None -- Not Applicable.
<PAGE>
****************************BEGIN PART F/S**********************************
ALD SERVICES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
AND
June 30, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT................... 1
BALANCE SHEET............................. 2
STATEMENT OF OPERATIONS......................... 3
STATEMENT OF STOCKHOLDERS' EQUITY................. 4
STATEMENT OF CASH FLOWS.......................... 5
NOTES TO FINANCIAL STATEMENTS................... 6
<PAGE>
JAMES E. SLAYTON, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors September 24, 1999
ALD Services, Inc. (the Company)
Las Vegas, Nevada 89102
I have audited the Balance Sheet of ALD Services, Inc. (A
Development Stage Company), as of December 31, 1998 and June 30,
1999, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the period November 10, 1998 (Date of
Inception) to December 31, 1998 and the period ended 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 I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis evidence supporting the
amounts and disclosures in the financial statement presentation.
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 ALD Services, Inc., (A Development Stage Company), as of
December 31, 1998 and June 30, 1999, and the results of its
operations and cash flows for the period November 10, 1998 (Date
of Inception) to December 31, 1998 and the period ended 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 3 to the financial statements, the Company has
had limited operations and have not commenced planned principal
operations. This raises substantial doubt about its ability to
continue as a going concern. Management's plan in regard to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/S/James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
ALD Services, Inc.
(A Development Stage Company)
BALANCE SHEET
AS AT
December 31, 1998 and JUNE 30, 1999
June 30 December
1999 31 1998
--------- ---------
ASSETS
CURRENT ASSETS
Cash 740.00 43.00
Subscriptions Receivable 0.00 0.00
Other Current Assets 0.00 0.00
--------- ---------
Total Current Assets 740.00 43.00
PROPERTY AND EQUIPMENT
Land 10,000.00 0.00
--------- ---------
Total Property and Equipment 10,000.00 0.00
OTHER ASSETS
Organization Costs net of Amortization 260.00 285.00
--------- ---------
TOTAL ASSETS 11,000.00 328.00
========= =========
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts Payable 0.00 0.00
--------- ---------
Total Current Liabilities 0.00 0.00
OTHER LIABILITIES
Due to Shareholder 10,150.00 0.00
--------- ---------
Total Other Liabilities 10,150.00 0.00
--------- ---------
Total Liabilities 10,150.00 0.00
EQUITY
Capital Stock 2,106.00 95.00
Additional Paid in Capital 1,024.00 5.00
Donated Capital 295.00 295.00
Retained Earnings or (Deficit accumulated during (2,575.00) (67.00)
development stage) --------- ---------
Total Stockholders' Equity 850.00 328.00
TOTAL LIABILITIES & OWNER'S EQUITY 11,000.00 328.00
========= =========
See accompanying notes to financial statements
-2-
ALD Services, Inc.
(A Development Stage Company)
<PAGE>
STATEMENT OF OPERATIONS
FOR PERIOD
November 10, 1998 (Date of Inception) to December 31, 1998 and the Period
ended June 30, 1999
November 10,
1998
(Date of
Inception)
to June 30, June 30, December
1999 1999 31, 1998
------------ ---------- ---------
REVENUE
Services 0.00 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 2,540.00 2,483.00 57.00
Amortization of Organization Costs 35.00 25.00 10.00
------------ --------- ---------
Total Costs and 2,575.00 2,508.00 67.00
Expenses
------------ --------- ---------
Net Ordinary Income or (Loss) (2,575.00) (2,508.00) (67.00)
============ ========= =========
Weighted average
number of common
shares outstanding 2,106,000 2,106,000 2,106,000
Net Loss
Per Share 0.00 0.00 0.00
See accompanying notes to financial statements
-3-
<PAGE>
ALD Services, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
November 10, 1998 (Date of Inception) to December 31, 1998 and the Period
ended JUNE 30, 1999
Deficit
Accumulated
Additional During Total
Common Stock paid-in Donated Development Stockholder
Shares Amount Capital Capital Stage Equity
============================================================================
November 10,
1998
Donated Capital
from
Stockholders 295.00 295.00
--------- -------- --------- -------- ----------- ---------
November 12,
1998
Issued for cash 1,900,000 1,900.00 200.00 2,100.00
--------- -------- --------- -------- ----------- ---------
Net loss
November 10,
1998
(Inception) to
December 31, (67.00) (67.00)
1998
--------- -------- --------- -------- ----------- ---------
Balances as at
December 31, 1,900,000 1,900.00 200.00 295.00 (67.00) 2,328.00
1998
--------- -------- --------- -------- ----------- ---------
April 2, 1999
Received stock
subscription
for cash and
services
rendered 206,000 206.00 824.00 1,030.00
--------- -------- --------- -------- ----------- ---------
Net loss
January 1, 1999
to JUNE 30, 1999 (2,508.00)(2,508.00)
--------- -------- --------- -------- ----------- ---------
Balances as at
JUNE 30, 1999 2,106,000 2,106.00 1,024.00 295.00 (2,575.00) 850.00
============================================================================
See accompanying notes to financial statements
-4-
<PAGE>
ALD Services, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
November 10, 1998 (Date of Inception) to December 31, 1998 and the Period
ended JUNE 30, 1999
June 30 December
1999 31 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00 0.00
--------- ---------
Net Cash provided by Operating 0.00 0.00
Activities
Cash paid to suppliers and employees 2,358.00 57.00
Cash disbursed for Operating 2,358.00 57.00
Activities
--------- ---------
Net Cash flow provided by Operating (2,358.00) (57.00)
Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of land 10,000.00 0.00
--------- ---------
Net Cash used by investing (10,000.00) 0.00
activities
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 2,905.00 100.00
Advances from Shareholders 10,150.00 0.00
--------- ---------
Net cash provided by financing 13,055.00 100.00
activities
Net increase (decrease) in cash 697.00 43.00
Balance as at end of period 740.00 43.00
See accompanying notes to financial statements
-5-
<PAGE>
ALD Services, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 10, 1998 under the laws of the
State of Nevada, ALD Services, Inc. The Company has no operations and in
accordance with SFAS #7, the Company is considered a development stage
company.
On November 12, 1998, the company issued 1,900,000 Shares of its
$0.001 par value common stock for cash of $100.00 and the cancellation of
$2,000.00 of debt.
On April 2, 1999, the company issued 206,000 Shares of its $.001 par
value common stock for cash of $905.00 and services rendered in the amount
of $125.00, pursuant to Regulation D, Rule 504.
On JUNE 30, 1999, the Company split its common stock 20 shares for 1
share. This change is reflected in the shares issued on November 12, 1998
and April 2, 1999.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $295.00, is being amortized over a period of
60 months (November 1998 through October 2003).
3. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation
6. The Company experienced losses for its first fiscal tax year. The
Company will review its need for a provision for federal income tax after
each operating quarter and each period for which a statement of operation
is issued.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has not commenced its
planned principal operations. Without the realization of additional
capital, it would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital through a
private offering of its securities once it gets listed on the NQB's "Pink
Sheets" or the OTC-BB.
-6-
<PAGE>
ALD Services, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1999
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
-7-
*******************************END PART F/S**********************************
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit
Number Name and/or Identification of Exhibit
Part III
<TABLE>
<CAPTION>INDEX TO EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed November 10, 1998
(b)By-Laws of the Company adopted November 12, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None. Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of ALD Services ending
JUNE 30, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
99. Additional Exhibits
Minutes of Meeting of Board of Directors of the Company
Approval of Forward Stock Split
</TABLE>
<PAGE>
<TABLE>
<CAPTION>DESCRIPTION OF EXHIBITS
<S> <C>
Exhibit
Number Name and/or Identification of Exhibit
1. Underwriting Agreement
Not applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession
Not applicable
3. Articles of Incorporation & By-Laws
(a)Articles of Incorporation of the Company filed November 10, 1998
(b)By-Laws of the Company adopted November 12, 1998
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Opinion on Legality
Not applicable
6. No Exhibit Required
Not applicable
7. Opinion on Liquidation Preference
Not applicable
8. Opinion on Tax Matters
Not applicable
9. Voting Trust Agreement and Amendments
Not applicable
10. Material Contracts
None. Not applicable
11. Statement Re Computation of Per Share Earnings
Not applicable - Computation of per share earnings can be clearly
determined from the Statement of Operations in the Company's
financial statements
12. No Exhibit Required
Not applicable
13. Annual or Quarterly Reports - Form 10-Q
Not applicable
14. Material Foreign Patents
None. Not applicable
15. Letter on Unaudited Interim Financial Information
Not applicable
16. Letter on Change in Certifying Accountant
Not applicable
17. Letter on Director Resignation
Not applicable
18. Letter on Change in Accounting Principles
Not applicable
19. Reports Furnished to Security Holders
Not applicable
20. Other Documents or Statements to Security Holders
None - Not applicable
21. Subsidiaries of Small Business Issuer
None - Not applicable
22. Published Report Regarding Matters Submitted to Vote of
Security Holders
Not applicable
23. Consent of Experts and Counsel
Consents of independent public accountants
24. Power of Attorney
Not applicable
25. Statement of Eligibility of Trustee
Not applicable
26. Invitations for Competitive Bids
Not applicable
27. Financial Data Schedule
Financial Data Schedule of ALD Services ending
JUNE 30, 1999
28. Information from Reports Furnished to State Insurance
Regulatory Authorities
Not applicable
99. Additional Exhibits
Minutes of Meeting of Board of Directors of the Company
Approval of Forward Stock Split
</TABLE>
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
________________________ALD Services, Inc.__________________________
(Registrant)
Date: July 29, 1999
By: /s/Frank Danesi, Jr.
Frank Danesi, Jr., Chairman of the Board, President and Chief
Executive Officer
ALD SERVICES, INC.
A Nevada Corporation
Exhibit 3 (a)
Articles of Incorporation of the Company
Filed November 10, 1998
<PAGE>
ARTICLES OF INCORPORATION
OF
ALD Services, Inc.
1. Name of Company:
ALD Services, Inc.
2. Resident Agent:
The resident agent of the Company is: Nevada
Internet Corporation Enterprises
3110 S. Valley View,
Suite 105
Las Vegas, Nevada
89102
3. Board of Directors:
The Company shall initially have one director (1)
who is Frank Danesi, Jr., 8787 W. Washburn Road, Las Vegas,
NV 89129. This individual shall serve as director until
their successor or successors have been elected and
qualified. The number of directors may be increased or
decreased by a duly adopted amendment to the By-Laws of the
Corporation.
4. Authorized Shares:
The aggregate number of shares which the
corporation shall have authority to issue shall consist of
25,000,000 shares of Common Stock having a $.001 par value.
The Common Stock of the Company may be issued from time to
time without prior approval by the stockholders. The Common
and/or Preferred Stock may be issued for such consideration
as may be fixed from time to time by the Board of Directors.
The Board of Directors may issue such share of Common and/or
Preferred Stock in one or more series, with such voting
powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall
be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
corporation shall not have any preference, preemptive right
or right of subscription to acquire shares of the
corporation authorized, issued, or sold, or to be
authorized, issued or sold, or to any obligations or shares
authorized or issued or to be authorized or issued, and
convertible into shares of the corporation, nor to any right
of subscription thereto, other than to the extent, if any,
the Board of Directors in its sole discretion, may determine
from time to time.
The Common Stock of the Corporation, after the
amount of the subscription price has been fully paid in, in
money, property or services, as the directors shall
determine, shall not be subject to assessment to pays the
debts of the corporation, nor for any other purpose, and no
Common Stock issued as fully paid shall ever be assessable
or assessed, and the Articles of Incorporation shall not be
amended to provide for such assessment.
<PAGE>
Incorporation Continued
6. Directors' and Officers' Liability
A director or officer of the corporation shall not
be personally liable to this corporation or its stockholders
for damages for breach of fiduciary duty as a director or
officer, but this Article shall not eliminate or limit the
liability of a director or officer for (i) acts or omissions
which involve intentional misconduct, fraud or a knowing
violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
corporation for acts or omissions prior to such repeal or
modification.
7. Indemnity
Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any such
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by the reason of the fact
that he or she, or a person with whom he or she is a legal
representative, is or was a director of the corporation, or
who is serving at the request of the corporation as a
director or officer of another corporation, or is a
representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses,
liability and loss (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in a settlement)
reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be a
contract right which may be enforced in any manner desired
by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be
paid by the corporation as incurred and in advance of the
final disposition of the action, suit, or proceeding, under
receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the corporation. Such right
of indemnification shall not be exclusive of any other right
of such directors, officers or representatives may have or
hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote
of stockholders, provision of law, or otherwise, as well as
their rights under this article.
Without limiting the application of the foregoing,
the Board of Directors may adopt By-Laws from time to time
without respect to indemnification, to provide at all times
the fullest indemnification permitted by the laws of the
State of Nevada, and may cause the corporation to purchase
or maintain insurance on behalf of any person who is or was
a director or officer
8. Amendments
Subject at all times to the express provisions of
Section 5 on the Assessment of Shares, this corporation
reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by
statute or the Articles of Incorporation or said By-Laws,
and all rights conferred upon shareholders are granted
subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those
powers conferred by statute, the Board of Directors is
expressly authorized:
(a) Subject to the By-Laws, if any,
adopted by the shareholders, to make, alter or repeal the By-
Laws of the corporation;
<PAGE>
Incorporation Continued
(b) To authorize and caused to be executed
mortgages and liens, with or without limitations as to
amount, upon the real and personal property of the
corporation;
(c) To authorize the guaranty by the corporation
of the securities, evidences of indebtedness and obligations
of other persons, corporations or business entities;
(d) To set apart out of any funds of the
corporation available for dividends a reserve or reserves
for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the
whole board, to designate one or more
committees to consist of one or more directors of the of the
corporation, which, to the extent provided on the resolution
or in the By-Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the
management of the affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees
shall have name and names as may be stated in the By-Laws of
the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall
be exercised by the Board of Directors except as otherwise
herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand this
Friday, October 30, 1998, hereby declaring and certifying
that the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 106
Las Vegas, Nevada 89102
Signature: /s/Thomas C. Cook, Esq.
State of Nevada )
County of Clark )
This instrument was acknowledged before me on
October 30 ,1998, by Thomas C. Cook.
/s/Matthew J. Blevins
Notary Public Signature
Certificate of Acceptance of Appointment as Resident Agent:
I, Ted D. Campbell, II, as a principal of Nevada Internet
Corporation Enterprises, Inc. (NICE), hereby accept
appointment of NICE as the resident agent for the above
referenced company.
Signature: /s/Ted D. Campbell, II
ALD SERVICES, INC.
A Nevada Corporation
Exhibit 3 (b)
By-Laws of the Company Adopted November 12, 1998
<PAGE>
BYLAWS
OF
ALD Services, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of
Nevada shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors may
designate or as the business of the Corporation may require
from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
November in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. 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, unless
otherwise prescribed by statute, as the place for the
holding of such meeting. If no designation is made, the
place of the meeting will be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, 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 his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be
closed for at least ten (10) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the
Board of Directors may fix in advance a date as the record
date for any such determination of shareholders, such date
in any case to be not more than fifty (50) days and, in case
of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring
such determination of shareholders is to be taken. If the
stock transfer books are not closed and no record date is
fixed for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend
is adopted, as the case may be, shall be the record date for
such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders
has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. 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 such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may 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 all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors
shall be responsible for the control and management of the
affairs, property and interests of the Corporation and may
exercise all powers of the Corporation, except as are in the
Articles of Incorporation or by statute expressly conferred
upon or reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
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 notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which all persons
participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the Board
of Directors, and may be paid a stated salary as director or
a fixed sum for attendance at each meeting of the Board of
Directors or both. No such payment shall preclude any
director from serving the Corporation in any other capacity
and receiving compensation therefor.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
SECTION 16. 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 taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file 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.
ARTICLE IV
OFFICERS
SECTION 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
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, including a Chairman of
the Board. 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
be directors or shareholders of the Corporation.
SECTION 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 conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary of
the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and
the acceptance of such resignation shall not be necessary to
make it effective.
SECTION 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, and such appointment shall be
terminable at will.
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is adjudged guilty of willful
misfeasance or malfeasance in the performance of his/her
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as
being for the best interests of the Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize 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.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. 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.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. 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 canceled and no new
certificate shall be issued until the former certificate for
a like number of shares shall have been surrendered and
canceled, except that in the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 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/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/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
shares. The person in whose name shares stand on the books
of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes. Provided, however, that
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer
shall be made a part of the Bylaws so long as said agreement
is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the
first day of January and end on the thirty first day of
December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by law and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal
which shall be circular in form and shall have inscribed
thereon the name of the Corporation and the state of
incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any shareholder or director of
the Corporation under the provisions of these Bylaws or
under the provisions of the Articles of Incorporation or
under the provisions of the applicable Business Corporation
Act, 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.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the Board of Directors at any
regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by
the Board of Directors of the Corporation on the 12th day of
November, 1998.
/s/Frank Danesi, Jr.
Secretary
ALD SERVICES, INC.
A Nevada Corporation
Exhibit 23
Consents of Independent Public Accountants
<PAGE>
James E. Slayton, CPA
3867 Market Street
Suite 208
Akron, Ohio 44333
To Whom It May Concern: September 24, 1999
The firm of James E, Slayton, Certified Public Accountant consents to the
inclusion Of my report of June 29, 1999, on the Financial Statements of ALD
Services, Inc. from the inception date of November 10, 1998 through June 30,
1999, in any filings that are necessary now or in the near future to be
filed with the U. S. Securities and Exchange Commission.
Professionally,
/s/James E. Slayton, CPA
Ohio License ID# 04-1-15582
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 740
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 740
<PP&E> 10000
<DEPRECIATION> 0
<TOTAL-ASSETS> 11000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 2106
<OTHER-SE> (1256)
<TOTAL-LIABILITY-AND-EQUITY> 11000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 2575
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2575)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2575)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2575)
<EPS-BASIC> (0.000)
<EPS-DILUTED> (0.000)
</TABLE>
ALD SERVICES, INC.
A Nevada Corporation
Exhibit 99
Minutes of Meeting of Board of Directors of the Company
Approval of Forward Stock Split
<PAGE>
WAIVER OF NOTICE OF SPECIAL MEETING OF
BOARD OF DIRECTORS
OF
ALD SERVICES, INC.
We, the undersigned, being all of the Directors of the Corporation, hereby
agree and consent that the special meeting of the Board of Directors of the
Corporation be held on June 9, 1999, at 8787 Washburn Road, Las Vegas,
Nevada, as designated hereunder, and do hereby waive all notice whatsoever
of such meeting and of any adjournment or adjournments thereof.
We do further agree and consent that any and all lawful business may be
transacted at such meeting or at any adjournment or adjournments thereof as
may be deemed advisable by the Directors present thereat. Any business
transacted at such meeting or at any adjournment or adjournments thereof
shall be as valid and legal and of the same force and effect as if such
meeting or adjourned meeting were held after notice.
Place of Meeting: 8787 Washburn Road, Las Vegas, Nevada
Date of Meeting : June 9, 1999
Time of Meeting : 1:30 p.m.
Dated: June 9, 1999
/s/Frank Danesi
Director
<PAGE>
MINUTES OF SPECIAL MEETING OF
BOARD OF DIRECTORS
OF
ALD SERVICES, INC.
The special meeting of the Board of Directors of the Corporation was held
on June 30, 1999 at 8787 Washburn Road, Las Vegas, Nevada, as set forth in
the written Waiver of Notice, signed by all the Directors, fixing such time
and place and prefixed to the minutes of this Meeting.
The were present the following:
FRANK DANESI, JR.
being all of the directors of the corporation.
The meeting was called to order by Frank Danesi. The Chairman then
presented to the meeting a proposal to split forward the issued and
outstanding shares of common stock of the Corporation on a 20:1 basis. It
was pointed out that the Corporation is seeking listing for public
quotation of its common stock on the National Association of Securities
Dealers, Inc.'s Over-The-Counter Bulletin Board, and the Corporation
currently has only 10,450 free trading shares on its records. A discussion
followed. Upon motion duly made, seconded, and unanimously carried, it was
RESOLVED, that the common stock of the Corporation be, and hereby is, split
forward by a ratio of 20 to 1; and it was further
RESOLVED, that the Officers be, and hereby are, directed to notify Pacific
Stock Transfer Company, the Corporation's transfer agent, of the forward
split, and supply Pacific Stock Transfer Company with an updated
shareholder list, reflecting the forward split; and it was further
RESOLVED, that, pursuant to NRS 78.250, the original stock certificates
(numbers 101 through 133) be cancelled, and new certificates reflecting the
forward stock split be issued, and the shareholders be ordered to surrender
their original certificates and exchange them for new certificates within
thirty (30) days of the date of their notification.
<PAGE>
There being no further business to come before the meeting, upon motion
duly made, seconded and unanimously carried it was adjourned.
/s/Frank Danesi, Jr.
Secretary
