UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under section 12(b) or (g) of the Securities Exchange Act of 1934
Commission File Number:
TRIAD INDUSTRIES, INC.
formerly known as Helathcare Resource Managment, Inc.
(Name of small business issuer in its charter)
NEVADA 88-0422528
(States of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
16395 W. Bernardo Dr., Suite 232 San Diego, CA 92127 92127
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (858) 618-1710
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
To be so registered each class is to be registered
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $.001 per share
(Title of class)
(Title of class)
At December 31, 1998, the aggregate market value of the voting stock
held by non-affiliates was $880,000.00. At September 30, 1999, the aggregate
market value of the voting stock held by non-affiliates was $1,125,000.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Issuer had 5,256,716 and 5,593,822 of December 31, 1998 and March 31, 1999,
June 30, 1999, and September 31, 1999, respectively.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference
and the part of the form 10-SB (e.g., part I, part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders;
(2) any proxy or other information statement; and (3) Any prospectus filed
pursuant to rule 424 (b) or (c) under the Securities Act of 1933: None
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
FORM 10 - SB
TABLE OF CONTENTS
PAGE
PART I
ITEM 1. Description of Business . . . . . . . . . . . . . . . 3
ITEM 2. Management's Discussion and Analysis or Plan of Operation . . . 5
ITEM 3. Description of Property . . . . . . . . . . . . . . . . . . . . 9
ITEM 4. Security Ownership of Certain Beneficial Owners and Management . 10
ITEM 5. Directors, Executive Officers, Promoters and Control Persons . . 11
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 12
ITEM 7. Certain Relationships and Related Transactions . . . . . . . . 13
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . . . . 13
PART II
ITEM 1. Market Price of and Dividends on Registrant's Common Equity and
Other Shareholder Matters . . . . . . . . . . . . . . . . . . . 14
ITEM 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . 15
ITEM 3. Changes in and Disagreements with Accountants . . . . . . . 15
ITEM 4. Recent Sales of Unregistered Securities . . . . . . . . . 15
ITEM 5. Indemnification of Directors and Officers . . . . . . . 15
PART F / S
Financial Statements .. . . . . . . . . . . . . . . . . . . . . . . 16
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . A-1
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . . . . . . A-2
Signatures . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . S-1
- -2-
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Managemenet, Inc.
FORM 10 - SB
PART I
ITEM 1. Description of Business
Triad Industries, Inc., fomerly known as Healthcare Resource Management, Inc.
(the "Company") was incorporated under the
laws of the State of Nevada, on October 3, 1997. The Company was
originally known as International Telescript Industries. The Company
is a successor to another company and merged with the predecessor entity
of October 21, 1997. On that date the Company acquired all the outstanding
shares of Interstate Care Systems, Inc., for 3,734,500 shares of its common
stock. In conjunction with that transaction, the Company changed its name
to HealthCare Resources Management, Inc. On March 15, 1998 the Company
completed a one for nine (1:9) reverse split. As of December 31, 1998
there were 5,256,716 shares of common stock outstanding.
On March 15, 1999 at a Special Meeting of Shareholders, the Company
(1) reversed its outstanding common stock outstanding from 5,256,716
on a one for ten basis to 526,672 shares outstanding and (2) approved
an Agreement and Plan of Reorganization whereby the Company acquired
100% of the capital stock of RB Capital and Equities, Inc., a Nevada
Corporation, and its subsidiary Gam Properties, Inc., in exchange for
5,043,148 shares of common stock and 700,000 shares of $1.00 preferred
stock for Miramar Road Associates, and (3) approved an Amendment to the
Articles of Incorporation changing the corporate name to Triad Industries,
Inc.
The Company owns five subsidiaries:
1- RB Capital and Equities, Inc., a Nevada corporation, which is a
financial service corporation that operates a merger and acquisition
consulting business and does corporate filings and capital reorganization
business for small emerging private and public client corporation. 100%
owned.
2- Miramar Road Associates, LLC., a California Limited Liability Company,
that owns and operates a 48,000 square foot commercial building located at
6920 Miramar Rd., Suite 102 San Diego, CA 92121. 100% owned.
3- Gam Properties, Inc., a California corporation, that owns and rents
apartments:
Seven units located at 4592 Bancroft, San Diego, CA 92117.
Four units located at 2016-18 and 2015-17 Hornblend and Balboa,
San Diego, CA 92109.
One unit located at 3635 3rd Ave, San Diego, CA 92103.
4- HRM, Inc., a newly formed Nevada corporation, that was capitalized with
the Healthcare Resource Management assets after the Triad transaction.
Inactive in the healthcare industry at present. 100% owned.
5- Triad Reality, a newly formed California corporation, not yet
operating as a consolidating real estate company. 100% owned.
Services
RB Capital & Equities, Inc. 100% owned
Services provided by the Company for client companies. The Company
prepares S-1, S-4, and S-18 Registration Statements, 15c2-11, Private
Placement Regulation D 504, 505, 506, and other reports such as 12q,
10SB, 10K, 10KSB, 10G, 8K, Standard and Poors filings, Blue Sky listings,
Annual Reports, NASDAQ filings, National Quotation Bureau listing forms.
In addition RB Capital and Equities, Inc., prepares Plans of Reorganizations
368(a)(1)(a)(b) and (c) and change of domicile forms. The Company also
prepares Articles of Incorporation, Officer and Director filings, S-3
federal and state. Prepares business plans, general accounting, bookkeeping,
arranges auditing and legal services, done by others. Shareholders
communications, including assistance with shareholder letter, corporate
profile newsletter and press releases. The main function is the consulting
in business combinations.
3
Miramar Road Associates,LLC. 100% owned as of September 30, 1999
Miramar Road Associates, LLC., owns, and operates a 48,000 square
foot commercial center located at 6920 Miramar Rd., San Diego, CA 92121,
leasing to 47 tenants.
Gam Properties, Inc. 100% owned.
Owns and rents on a month to month basis four apartment properties of
15 units, all located in San Diego, Ca.
4592 Bancroft
2016-18 Balboa
2015-17 Hornblend
3635 3rd Ave.
2135-39 Grand Ave.
Marketing
RB Capital and Equities, Inc., has no formal marketing program. All
clients are referred by accountants, lawyers, broker/dealers and from
existing clients.
Miramar Road Associates, LLC. and Gam Properties, Inc. rent their
properties via classified advertising or Realtor referrals for its
properties. The rental income will increase on the existing properties
based on demand.
Competition
The San Diego area experiences vacancy factors of less then 5%. Therefore
management sees little or no competition in its realty business
Employees
Presently the Company has eight employees. Management will hire
additional employees only as an on needed basis and as funds are available.
In such cases compensation to management and employees will be considered in
light of prevailing wages for services to be rended.
Facilities
The Company has a statutory office at 1905 South Eastern Avenue, Las Vegas,
NV 84144. The corporate headquarters and RB Capital and Equities, Inc.,
lease a 2500 square foot office space at 16935 West Bernardo Drive, Suite
232, San Diego, CA 92127. Miramar Road Associates and Gam Properties, Inc.,
occupy 470 square feet at the Company owned building at 6920 Miramar Road,
Suite 102, San Diego, CA 92121 as a management and rental office.
Legal
The Company is not a part of any material pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has
been threatened. Gam Properties, Inc., is a named party in a lawsuit
regarding the sale of a property by others and in management's opinion the
lawsuit does not directly effect Gam Properties, Inc. The lawsuit is being
defended by former owners of Gam Properties.
4
ITEM 2. Management's Discussion and Analysis or Plan of Operation
Overview
The Company became incorporated in Nevada in October 1997. The Company
began operations as a health care company and had minimal revenue in 1997
and 1998. In 1998 the Company wrote off most of the health care assets.
In 1999, since the acquisition heretofore represented the operating
subsidiaries achieved consolidated gross income as follows:
September 30, 1999
RB Capital & Equities $439,965
Miramar Road Associates 706,808
Gam Properties 84,003
Sale of Realty 1,230,776
Healthcare Resource Management, Inc., the predecessor of Triad
Industries, Inc., was dormant in the last half of 1998. In March and
April of 1999 the Company completed its acquisition of RB Capital &
Equities, Inc., Gam Properties, Inc., and Miramar Road Associates. The
companies acquired, operating as subsidiaries, are engaged in Financial
Consulting and Services business and Real Estate businesses, as owners and
landlords on properties located in San Diego, California.
On April 6, 1999, HRM, Inc., was incorporated in Nevada, and was capitalized
by the assets of predecessor corporation, and will be operated in the
Healthcare industry in the future, as a wholly owned subsidiary. On
July 29, 1999, Triad Realty Corporation was incorporated in the State
of California, and will be used to consolidate the assets and operations
of Gam Properties and Miramar Road Associates.
The Company's current capital was provided by existing revenues and the
sale of real property. Management believes that the Company's cash
requirement can be met from existing cash flow for the next ninety days.
Management anticipates that further capital of $500,000 will be necessary
to expand is real estate holdings, however if additional revenues for
existing properties are not adequate to satisfy its capital needs, the
Company will have to explore other alternatives for funding.
In the event, outside funding is necessary; the Company will investigate
the possibility of interim financing, either debt or equity, to provide
capital. Although, management has not made any arrangements or definitive
agreements, the Company would consider private funding or the private
placements of its securities and/or public offering. If the Company
experiences a substantial delay in marketing revenues and its unable to
secure public financing from the sale of its securities or from private
lenders, the continuation of the Company as a going concern would be
seriously jeopardized.
The company is proceeding with the procurement of long tern financing on
the Miramar property that could generate approximately $200,000 and reduce
mortgage payments presently on the property. The company has also filed
under Regulation D Rule 505 a private placement offering to be offered for
sale on December 31, 1999 in the amount of $500,000. There is of course,
no guarantee that 100% of the offering will be sold within the 180-day term
of the offering.
The company also has a $50,000 unused bank line of credit.
5
Net Operating Loss
The Company has accumulated approximately $53,465 of net operating loss
carryforwards as of December 31, 1998, which may be offset against taxable
income and income taxes in future years. The use of these losses to reduce
income taxes will depend on the generation of sufficient taxable income
prior to the expiration of the net operating loss carryforwards. The
carryforwards expire in the year 2013. In the event of certain changes
in control of the Company, there will be an annual limitation on the amount
operating loss carryforwards, which can be used. No tax benefit has been
reported in the financial statements for the year ended December 31, 1998,
or for the nine months ended September 30, 1999.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information about an
Entity's Capital Structure." SFAS No. 128 provides a different method of
calculating earnings per share than is currently used in accordance with
Accounting Principles Board Opinion No. 15, "Earnings Per Share." SFAS No.
128 provides for the calculation of "Basic" and "Dilutive" earnings per share
Basic earnings per share includes no dilution and is computed by dividing
income available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share reflect
the potential dilution of securities that could share in the earnings of an
entity, similar to fully diluted earnings per share. SFAS no. 129
establishes standards for disclosing information about an entity's capital
structure. SFAS no. 128 and SFAS no. 129 are effective for financial
statements issued for periods ending after December 15, 1997. Their
implementation is not expected to have a material effect on the financial
statements.
The Financial Accounting Standards Board has also issued SFAS No. 131,
No. 130, "Reporting Comprehensive Income" and SFAS no. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 130
establishes standards for reporting and display of comprehensive income,
its components and accumulated balances. Owners and distributors to owners
define comprehensive income to include all changes in equity except those
resulting from investments. Among other disclosures, SFAS no. 130 requires
that are required to be recognized under current accounting standards as
components of comprehensive income be reported in a financial statement
that displays with the same prominence as other financial statements.
SFAS no. 131 supersedes SFAS no. 14 "Financial Reporting for Segments of
a Business Enterprise." SFAS no. 131 establishes standards on the way
that public companies report financial information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued
to the public. It also establishes standards for disclosure regarding
products and services, geographic areas and major customer. SFAS no. 131
defines operating segments as components of a company about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker in deciding how to allocate resources and in
assessing performance.
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information
for earlier years to be restated. Because of the recent issuance of the
standard, management has been unable to fully evaluate the impact, if any
the standard may have on future financial statement disclosures. Results
of operations and financial position, however, will be unaffected by
implementation of the standard.
6
Inflation
In the opinion of management, current inflation rates will not have a
material effect on the operations of the Company. Rental agreement have
cost of living increases on an annual basis.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking statements.
The Company wishes to advise readers that actual results may differ
substantially from such forward-looking statements. Forward-looking
statements involve risks and uncertainties that could cause actual results
to differ materially from those expressed in or implied by the statements,
including, but not limited to, the following: the ability of the Company to
meet its cash and working capital needs, the ability of the Company to
successfully market its product, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission.
Quarterly Trends
The Company expects revenues to grow moderately in the fourth quarter
and increase significantly in the first and second quarter of 2000, as
the real estate portfolios are refinanced and holdings are added.
Liquidity and Capital Resources
Since inception through December 31, 1998, Healthcare Resource Management,
Inc., the predecessor, funded its historical business operations by equity
transactions and revenues generated from the healthcare business. As of
December 31, 1998, the Company had current assets of $47,619, total assets
of $47,619 and liabilities of $0 with a net equity of $47,619 and shares
outstanding of 5,256,716.
Since March 15, 1999 through September 30, 1999 the consolidated
operations have been funded by equity transactions, business service
income, rental income and mortgage financing. As of September 30, 1999
the company has current assets of $2,577,920, total assets of $ 6,415,911
with liabilities of $ 3,964,115, a net equity of $ 2,451,796 and 5,568,820
shares of common stock and 700,000 shares of preferred stock outstanding.
Year 2000 Compliance
The Company is reviewing its computer systems and operations, as well
as the components for its systems, to determine the extent to which the
business will be vulnerable to potential errors and failures as a result
if the "Year 2000" problem. The year 2000 problem results from the use of
computer programs which were written using only two digits (rather than four
digits) to define applicable years. On January 1, 2000, any clock or date
recording mechanism, including date sensitive software which uses only to
represent the year, could recognize a date using "00" as the year "1900",
rather than the year "2000". This could result in system failures or
miscalculations, causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, provide
services or engage in similar activities. These failures, miscalculations
and disruptions could have a material adverse effect on our business,
operations, and financial conditions. The Company's software and hardware
components in its systems are Y2K compliant, and the Company is taking steps
to make sure its developed systems are Y2K compliant and the system
components are Y2K compliant.
7
The Company has made inquiries to its outside suppliers to ascertain if
such suppliers are Y2K compliant. At this time, management is satisfied
that such suppliers have made or are making appropriate examinations and
necessary upgrades to insure Y2K readiness. However, the Company does not
depend exclusively on one supplier, and, therefore, does not anticipate any
significant interruption in materials and supplies in the event that any
particular supplier experiences Y2K problems. Although the Company does
not anticipate any material adverse effects, it cannot guarantee that no
disruption in products or services will occur if multiple suppliers
experience Y2K problems.
The Company has not experienced and does not anticipate any
extraordinary expenses related to Y2K. The Company will continue
to monitor its internal systems and keep in close touch with its
outside suppliers to insure that its operations are not materially
affected by Y2K.
Currently, the Company does not have contingency plans in place to
deal with unanticipated Y2K disruptions if they occur. Such unanticipated
disruptions could have an adverse effect on the Company's operation.
Results of Operation
A summary of our balance sheet for the years ended December 31, 1997
and 1998 and the interim statement for September 30, 1999 are as follows:
Years Ending December 31, Nine Months Ended
1997 1998 September 30, 1999
Cash/Cash Equivalents 496 1,187 53,626
Other Current Assets 23,199 46,432 2,524,305
Other Assets - - 3,837,980
Total Assets 23,695 47,619 6,415,911
Current Liabilities - - 1,207,973
Other Liabilities - - 2,756,142
Total Liabilities - - 3,964,115
Total Shareholders
Equity 23,695 47,619 2,451,796
Total Liabilities
and Shareholders
Equity 23,695 47,619 6,415,911
8
Summary of Revenue Statement
The following summarizes the results of the Company's operations for
the years ended December 31, 1997 and 1998 and the interim period ended
September 30, 1999.
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended Years Ended Inception to
September 30 December 31 September 30
1999 1998 1997 1998 1999
Revenue 2,600,368 44,774 26,325 74,174 889,693
Cost of Goods 1,685,232 - - - 2,700,867
Gross profit 473,462 - 26,325 74,174 73,462
Operating
Expenses 1,215,599 50,084 93,244 72,468 1,381,007
Total
Expenses <1,215,599> <50,084> <93,244> <72,468> <1,381,007>
Net Gain or
<Loss> <300,412> <5,309> <66,919> <2,028> <387,529>
Loss or gain per share
Basic <.133> <.001> <.01> .0003 <.065>
Diluted <.118> <.001> <.01> <.0003> <.058>
Plan of Operation
Assuming present occupancy the real estate operation generates $50,000
per month or $600,000 as an annualized basis, the financial service business
generates $1,000,000 per year and in 1999 the Company had real estate sales
of $1,300,000. As of September 30, 1999 the Company had an accumulated
earning deficit of $ 387,529. The Company expects losses arising from
interest expenses and depreciation some losses that will be lowered as
properties are traded or sold.
The Company is proceeding with a sale of securities pursuant to
Regulation D Rule 505 for $500,000. The use of these funds will be to
reduce mortgage debt, additional properties, and provide working capital.
The Company has secured at $50,000 bank line of credit to be used in the
future.
ITEM 3. Description of Property
Triad Industries, Inc.,formerly known as Healthcare Resource Managment, Inc.
and its subsidiary RB Capital and Equities, Inc.,
occupy a leased 2500 square foot office located at 16935 West Bernardo Drive,
Suite 232, San Diego, CA 92127 and Miramar Road Associates and Gam
Properties, Inc., occupy an office of 470 square feet at 6920 Miramar
Road, Suite 105, San Diego, CA 92121 as a property management and rental
office.
The Company owns and operates a 48,000 square foot commercial complex of
four buildings on a 2.5 acres of land on a major thoroughfare at 6920
Miramar Road, in San Diego, CA. The building is 100% occupied and leased
to forty-seven (47) tenants and generates approximately $40,000 per month
in gross income.
9
The issuer also owns 4 apartment buildings located at 4592 Bancroft Avenue,
2016-18 Balboa, 2015-17 Hornblend , 3635 3rd Avenue, and 2135-39 Grand
Avenue, all in the city of San Diego, CA that generate $10,000 per month
in gross revenues.
It is the intent of the Company to expand its real property portfolio by
using equity securities.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of the Company's
knowledge, as of September 30, 1999, with respect to each director and
officer and management as a group and any holder owning more than 5% of
the outstanding common stock.
Name and Position Title of Amount of Percentage
Address Class Shares
Gary DeGano President
819 Nantasket Court Director Common 156,450 3%
San Diego, CA 92109
Linda M. Bryson Vice President Common 180,000 3.2%
9980 Scripps Vista Way Director
#96
San Diego, CA 92131
Michael Kelleher Secretary Common 132,900 2.3%
5209 Hewlett Drive Treasurer
San Diego, CA 92115 Director
James B. Crowel Director Common 196,723 3.5%
PO Box 15711
Long Beach, CA 90815
Terry Worthylake Director Common 112,500 2%
4440 North Rancho Drive
Suite 170
Las Vegas, NV
Dave Czoske Director Common 10,000 .018%
6920 Miramar Road
Suite 102
San Diego, CA 92121
Management as a Group 788,573 14%
American Health Systems, Inc. 1,120,000 20%
46 Corporate Park
Suite 100
Irvine, CA 92606
10
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
Name and Address Age Position
Gary DeGano 59 President/Director
16935 West Bernardo Drive President Triad Realty
Suite 232
San Diego, CA 92127
Linda M. Bryson 41 Vice President/Director
16935 West Bernardo Drive President RB Capital & Equities
Suite 232
San Diego, CA 92127
Michael Kelleher 25 Secretary/Director
16935 West Bernardo Drive Controller
Suite 232 Director
San Diego, CA 92127
Dave Czoske 56 Director
6920 Miramar Road President, GAM Properties, Inc.
Suite 100
San Diego, CA 92121
James B. Crowell 60 Director
PO Box 15711 President, HRM, Inc.
Long Beach, CA 90815
Terry Worthylake 64 Director
4440 North Rancho Drive
Las Vegas
Gary DeGano, President
Mr. DeGano is President of Miramar Road Associates. He has served for
over twenty-six years in the mortgage banking, escrow and real estate
finance industries. Co-founded a full service mortgage banking firm
that provides sources of real estate loan funding to builders, mortgage
brokers, and the general real estate sales community, directly responsible
for developing programs, processing and quality control systems, loans
servicing and foreclosures. President and Chief Executive Officer of Sun
Harbor Financial Resources, a publicly held holding company that directed
mortgage lending and escrow operations.
Linda M. Bryson, Vice President
Since 1996, Ms. Bryson has been the President of RB Capital and
Equities, Inc., a corporation in the financial services field. She has
served on the board of Spa International, In., and is currently the Director
of Human Resources for Bellissima Day Spa.
11
Michael Kelleher, Secretary/Treasurer
Mr. Kelleher received his BS in accounting from San Diego State University.
He is currently the Secretary/Treasurer of RB Capital and Equities, a
corporation in the financial services field and the President of Escondido
Capital, Inc., an investment corporation.
Dave Czoske, Director
Mr. Czoske is President of Gam Properties. He has more than 15 years
experience in the real estate business. Mr. Czoske has extensive
experience in the area of relocation. At one time Mr. Czoske ran the
relocation department of three North County Realtors in which he specialized
in relocating incoming corporate executives. His responsibilities with Gam
Properties beyond the day to day operations include advertising and showing
properties, negotiating leases as well as all maintenance for several
residential and commercial properties.
James B. Crowell, Director
Mr. Crowell is the president of HRM has served as a Director, Vice President
and COO of Med-Search, Inc. As COO he was responsible for the day to day
operations of a Southern California IPA that contracted with 8 managed care
organizations. From 1982 to 1992 Mr. Crowell was President if PPO Services,
Inc., a consulting firm, that was instrumental in developing several
managed care delivery systems including Pacific Physician's Network,
Associated Providers Network and Southern California Health Plan. From 1979
to 1982 Mr. Crowell served as Director of Marketing for CompreCare, a
Federally Qualified HMO. From 1976 to 1979 Mr. Crowell served as a
consultant to Blue Cross of Southern California were he was responsible
for the development of managed care programs. Mr. Crowell has a Ph.D.
in Healthcare Administration, an MBA in Finance and his BA in Political
Science.
Terry Worthylake, Director
Mr. Worthylake is the chairman of HRM, prior to the formation of the
company he served as a Director and President of Med-Search, Inc., a
public company, that acquired and managed medical practices, and IPA's.
The Company contracted with 8 HMO's and several PPO's through a network
of over 1500 physicians. From 1987, until the firm was acquired by
Med-Search in 1993, Mr. Worthylake was the President of Interstate Care
Systems a company that developed into an 80-hospital, 7000-physician PHO
serving over 600,000 beneficiaries. From 1982 to 1984 he was the Executive
Vice President of Benefit Panel Services during its initial development
into a 20-hospital 800-physician PPO. From 1980 to 1982 Mr. Worthylake
was Director of the Med Network Program, a national PPL. From 1978 to
1980 Mr. Worthylake was the founder and CEO of Sam Mateo Services, a
management services organization that provided services to medical
practices in the San Francisco Bay Area. Mr. Worthylake has a MBA
in Healthcare Management and a BA in Economics.
ITEM 6. Executive Compensation
Gary DeGano
Mr. DeGano receives $60,000 per year, payable $3000 in cash
plus $2000 in stock per month.
Linda M. Bryson
Ms. Bryson receives $48,000 per year.
12
Michael Kelleher
Mr. Kelleher receives $36,000 per year.
Dave Cassock
Mr. Cassock receives $26,400 a year.
James B. Crowell
Mr. Crowell receives ten (10) percent of the profit participation of HRM, Inc.
Directors recare Management and a BA in Economics
ITEM 7. Certain Relationships and Related Transactions
The following people receive shares in exchange for shares owned in
companies owned that were participants in the March 15, 1999 business
combination with Healthcare Resources Management, the predecessor of the
issuer.
Gary DeGano 156,450
Linda M. Bryson 180,000
Michael Kelleher 132,900
Dave Czoske 10,000
Mr. Crowell and Worthylake received 112,500 shares each as a result
of the business combination.
American Health System, Inc., received 1,120,000 shares in exchange of
the stock of RB Capital and Equities acquisition of the issuer in March
of 1999. The same company issued $700,000 in exchange for a note issued
in the Miramar Road Associate acquisition.
ITEM 8. Description of Securities
The Company is authorized to issue 50,000,000 shares of Common Stock,
par value $.001 per share, of which 5,256,716 were issued and outstanding
as of December 31, 1998 that were reversed on March 15, 1999 and 5,593,822
shares were outstanding on March 31, June 30, and September 30, 1999. In
addition the corporation is authorized to issue 50,000,000 shares of
preferred stock par value $1.00 that may be issued in series at stated
value, or which zero were issued as of December 31, 1998 and March 31,
1999 and 700,000 shares were issued and outstanding as of June 30 and
September 30, 1999.
All shares of Common Stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. All shares of Common Stock
entitle the holder thereof to (i) one non-cumulative vote for each share
held of record on all matters submitted to a vote of the stockholders;
(ii) to participate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally available
therefore; and (iii) to participate pro rata in any distribution of assets
distribution upon liquidation of the Company. Stockholders of the Company
have no preemptive rights to acquire additional shares of Common Stock or
any other securities. The Common Stock is not subject to redemption and
carries no subscription or conversion rights. All outstanding shares of
Common Stock are fully paid and non-assessable.
The preferred shares issued (700,000 shares) were issued at par of $1.00
per shares, are cumulative, callable and non-voting.
13
PART II
ITEM 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
The shares of Triad Industries, Inc., formerly known as Healthcare Resource
Managment, Inc., the Registrant, trade on the OTC
Bulletin Board under the symbol "TRDD" with a Standard and Poors Cusip
# 89579C 10 7. As of September 30, 1999 there were 722 shareholders of
record. The recent high bids and low bids, from the National Quotation
Bureau, were:
High Low
December 31, 1998 $.25 $.125
March 31, 1999 $.50 $.25
June 30, 1999 $.25 $.1875
September 30, 1999 $.1875 $.125
There are five broker-dealers listed as traders of the Company stock.
Hill Thompson Frankel
Sharp Security Paragon
Wien Securities
These quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions
The Company's shares will be subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act"), commonly referred to as the "penny stock" rule. Section
15(g) sets forth-certain requirements for transactions in penny stocks and
title 15g-9(d)(1) incorporates the definition of penny stock that is found
in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security that
has a market price less the $5.00 per share, subject to certain exceptions.
Rule 3a51-1 provides that any equity security is considered to be penny
stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission;
authorized for quotation from the NASDAQ stock Market; issued by a
registered investment company; excluded from the definition on the basis
of price (at least $5.00 per share) or the issuer's net tangible assets;
or exempted from the definition by the Commission. If the Company's shares
are deemed to be a penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers who sell penny
stocks to persons other than established customers and accredited investors,
who generally are persons with assets in excess of $1,000,000 or annual
income exceeding $200,000, or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such security and must have
received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock. A broker-dealer
must also discolse the commissions payble to both the broker-dealer
registered representative, and current quotations for the securities.
Finally, monthly statements must be sent disclosing recent price
information for the penny stocks held in account and information
on the limited market in penny stocks. Consequently, these rules
may restrict the ability of broker-dealers to trade and/or maintain
a market in the Company's Common Stock and may affect the ability to
shareholders to sell their shares.
14
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash
dividends or make distributions in the foreseeable future. The Company
currently intends to retain and invest future earnings to finance its
operations.
ITEM 2. Legal Proceedings
The Company is not a part of any material pending legal proceedings and no
such action by, or to the best of its knowledge, against the Company has
been threatened. Gam Properties, Inc., is a named party in a lawsuit
regarding the sale of a property by others and in management's opinion
the lawsuit does not directly effect Gam Properties, Inc. The lawsuit is
being defended by former owners of Gam Properties.
ITEM 3. Changes in and Disagreements with Accountants
There have been no changes in or disagreements with accountants.
ITEM 4. Recent Sales of Unregistered Securities
Shares totaling 5,068,150 were issued to 159 shareholders in exchange for
100% of the common stock of RB Capital and Equities and Gam Properties.
700,000 shares of preferred stock were issued in exchange for a 99% interest
in Miramar Road Associates.
ITEM 5. Indemnification of Directors and Officers
The By-laws of the Company provide for indemnification of the Company's
Officers and Directors against liabilities arising due to certain acts
performed on behalf of the Company. Because indemnification for liabilities
arising under the Securities Act may not be permitted to Directors, Officers
or persons controlling the Company, pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities
Commission such indemnification is against public policy as expressed in
is therefore unforceable.
Transfer Agent
The transfer agent and registrant of the Company is Signature Stock
Transfer 14675 Midway Road, Suite 221, Dallas, TX 75244.
15
PART F / S
The Company's financial statements for the fiscal year ended
December 31, 1997 and 1998 and June 30 and September 30, 1999
have been examined to the extent indicated in their reports by
Armando C. Ibarra, independent certified public accountant, and
have been prepared in accordance with generally accepted accounting
principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein in response
to Item 15 of this Form 10-SB.
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Managememt, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
ARMANDO C. IBARRA
CERTIFED PUBLIC ACCOUNTANTS
(A Professional Corporation)
Triad Industries, Inc.
formerly knowm as Healthcare Resource Management, Inc.
RB Courtyard, Suite 232
16935 W. Bernardo Drive
San Diego, CA 92126
We have reviewed the accompanying balance sheet of Triad Industries, Inc.
formerly known as Healthcare Resource Management, Inc.,
as of September 30, 1999 and the related statement of income, changes to
stockholders' equity, and cash flows for the year- then ended, in accordance
with Statements on Standards for Accounting Review Services issued by the
American Institute of Certified Public Accountants. All information included
in these financial statements is the representation of the management of
Triad Industries, Inc.
A review consists principally of inquiries of company personnel and
analytical procedures applied to financial data. It is substantially less
in scope than an audit in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we do not express
such an opinion.
Based on our review, we are not aware of any modifications that should be
made to the accompanying financial statements in order for them to be in
conformity with generally accepted accounting principles.
Our review was made for the purpose of expressing limited assurance that
there are no material modifications that should be made to the financial
statements in order for them to be in conformity with generally accepted
accounting principles. The information included in the accompanying
schedules of selling and administrative expenses is presented only
for supplementary analysis purposes. Such information has been subjected
to the inquiry and analytical procedures applied in the review of the basic
financial and we are not aware of any material modifications that should be
made to it.
ARMANDO C. IBARRA, C.P.A. - APC
December 15, 1999
637 Third Avenue, Suite H, Chula Vista, CA 91910
Tel: (619) 422-1348 Fax: (619) 422-1465
TRIAD INDUSTRIES, INC.
formetly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
BALANCE SHEET
September 30 December 31
CURRENT ASSET 1999 1998
(unaudited)
Cash and Cash Equivalents $ 53,626 1,187
Accounts Receivable 99,403 -
Contracts Receivable 118,629 -
Deferred Tax Asset - 11,426
Impound Account 4,062 -
Property Held for Sale 1,345,350 -
Note Receivable 249,000 15,006
Stock Subscription Receivable - 20,000
Allowance for Doubtful
Accounts <49,271> -
Marketable Securities 751,132 -
Client Gift Certificates 6,000 -
Total Current Assets 2,577,931 47,619
FIXED ASSETS
Office Equipment 6,718 -
Tenant Improvements 147,684 -
Property and Equipment 1,506 -
Building 3,065,693 -
Accumulated Depreciation <94,069> -
Land 327,613 -
Total Fixed Assets 3,455,145 -
OTHER ASSETS
Investment of the Company 25,000 -
Preferred Stock 250,000 -
Loan Fees 143,779 -
Accumulated Amortization <35,944> -
Total Other Assets 382,834 -
TOTAL ASSETS $ 6,415,911 47,619
CURRENT LIABILTIES
Accounts Payable $ 14,067 -
Deferred Income 77,157 -
Loan Payable 126,953 -
Income Tax 6,250 -
Property Tax Payable 13,238 -
Investment Property Security
Deposit 10,498 -
Investment Property Mortgage 918,894 -
Security Deposit 40,911 -
Total Current Liabilities 1,207,973 -
LONG TERM LIABILITIES
Lease Payable 2,142 -
Mortgage Payable 2,754,000 -
Total Long Term
Liabilities 2,756,142 -
Total Liabilities 3,964,115 -
STOCKHOLDER'S EQUITY
Preferred Stock; $0.10 par value,
50,000,000 shares authorized
700,000 shares issued
and outstanding. 700,000 -
Common stock; $0.001 par value,
100,000,000 shares authorized
5,593,822 shares issued
and outstanding. 5,593 5,257
Paid in Capital 2,947,798 129,429
Stock Subscription Receivable <62,500> -
Retained Earnings <568,818> <87,067>
Current Income <300,462> -
Total Stock Holders Equity 2,451,796 47,619
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 6,415,911 47,619
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
(unaudited)
INCOME STATEMENT Cumulative
from
Nine Months Ended Years Ended October 15, 1997
September 30, September 30, December 31 (Inception) to
1999 1998 1998 1997 September 30,1999
(unaudited) (unaudited)
REVENUE
Consulting $ 268,345 44,774 74,174 26,325 368,844
Sale of
Securities 171,617 - - - 171,617
Rental Income 346,522 - - - 346,522
Vending Revenues 2,710 - - - 2,710
Sale of Asset 1,369,500 - - - 1,369,500
Total Revenues 2,158,695 44,771 74,174 26,325 2,259,194
Cost of Securities
Sold 109,018 - - - 109,018
Cost of Assets
Sold 1,576,214 - - - 1,576,214
Gross Profit 473,462 - - - 473,462
OPERATING EXPENSES
Accounting 10,704 40 195 1,075 11,974
Advertising - - 94 4,988 5,082
Answering Services - - 873 1,044 1,917
Automobile 2,124 - - 6,921 9,045
Bad Debt 5,637 - - 7,953 13,590
Bank Charges 827 111 184 270 1,281
Commissions 76,294 - - - 76,294
Consulting 122,525 36,525 48,160 22,430 193,115
Contracting
Services - - - 576 576
Computer
Maintenance - - - 431 431
Delivery - - 17 212 229
Depreciation and
Amortization 129,387 - - - 129,387
Donations - - - 20 20
Discount on
Trust Deed 104,634 - - - 104,634
Dues and
Subscriptions 1,820 - - 77 1,897
Entertainment and
Meals - - - 1,368 1,368
Equipment Rental 4,982 - - 1,023 6,005
Fees and Services - 432 747 859 1,606
Filing Fees 10,595 - - - 10,595
Insurance 11,996 - - - 11,996
Insurance
Employees - - - 2,418 2,418
Interest 258,719 - - 289 259,008
Legal Services 9,080 696 696 95 9,871
Management - - - 8,997 8,997
Management Fees106,541 - - - 106,541
Miscellaneous - - - 679 679
Moving - - 100 - 100
Office Expenses 21,419 - 35 427 21,881
Office Supplies - - 1,405 2,861 4,266
Outside Services 42,694 - - - 42,694
Printing and
Reproduction - - 31 187 218
Professional
Fees 56,300 - - - 56,300
Postage 2,976 - 501 95 3,572
Rent 17,551 3,039 4,915 12,700 35,166
Rent
Storage Space - - - 1,400 1,400
Repairs and
Maintenance 27,729 - 65 - 27,794
Salaries 88,569 - - - 88,569
Services - - 588 - 588
Stock Transfer
Fees 9,997 - - - 9,997
Taxes - Other 29,845 - - 645 30,490
Telephone 5,913 - 1,702 4,565 12,180
Title Fees 2,443 - - - 2,443
Travel and
Lodging 10,578 8,222 11,566 6,357 28,501
Utilities 43,711 - - 2,291 46,002
Total Operating
Expenses 1,215,599 50,084 72,164 93,240 1,381,007
Net Loss <742,136> <5,309> 2,028 <66,919> <807,027>
OTHER REVENUES
Income Tax
Benefit - - <304> 11,730 11,426
Interest Income 674 - - - 674
Mortgage
Refinance 441,000 - - - 441,111
Total Other
Income 441,674 - <304> 11,730 441,674
Total Income/
(Loss) $ <300,462> - <304> 11,730 <365,353>
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
(unaudited)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD OCTOBER 15, 1997 TO SEPTEMBER 30, 1999 (UNAUDITED)
Deficit
Accumulated
Additional During the
Preferred Stock Common Stock Paid in Development
Shares Amount Shares Amount Capital Stage
Balance as
of January
1, 1997 - - 5,567,377 $ 5,567 $ 191,960 53,035
Business
Combination
10-97 - - 3,734,500 3,735 <140,815> -
Paid in
Capital - - - - 52,039 -
Audit
Adjustment - - - - - <86,637>
Operating Loss
December 31,
1997 - - - - - <55,791>
Balance
December 31,
1997 - - 9,301,877 $ 9,302 $ 103,184 <$ 88,791>
Balance as of
January 1,
1998 - - 9,301,877 9,302 103,184 <88,791>
1 for 9
stock split
March 31,
1998 - - <8,245,461> <8,245> 8,245 -
Common shares
issued
March 31,
1998 - - 2,200,300 2,200 - -
Common shares
issued
July 1998 - - 2,000,000 2,000 - -
Operating Income
December 31,
1998 - - - - - 1,724
Balance December 31,
1998 - - 5,256,716 $ 5,257 $ 129,429<$ 87,067>
Balance as of
December 31,
1999 - - 5,256,716$ 5,256,716 $ 129,429 <87,067>
March 15, 1999
1:10 reverse
split - - <4,731,044> <4,731> 4,731 -
March 15, 1999
For purchase of Gam
And RB Capital &
Equities - - 5,068,150 5,068 1,966,610 -
Issued 700,000 $1.00 par
Value preferred stock for
the purchase of Miramar
Road Associates,
LLC. 700,000 700,000 - - 41,607 -
Current
Income - - - - - <300,462>
Balance
September 30,
1999 700,000 700,000 5,593,822 5,593 2,142,378 <387,529>
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
(unaudited)
STATEMENT OF CASH FLOWS
Cumulative
from
Nine Months Ended Years Ended October 15, 1997
September 30, December 31, (Inception) to
1999 1998 1997 September 30, 1999
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income <300,462> 1,724 <66,919> <365,657>
Marketable Securities <87,529> - - <87,529>
Accounts Receivable <2,862> 7,369 - 4,507
Note Receivable <249,000> <10,906> - 259,906
Current Accounts Payable 21,531 - - 21,531
Impound Accounts <4,061> - - <4,061>
Investment Property <1,345,250> - - <1,345,250>
Loan Payable 89,193 - - 89,193
Client Gift Certificates <6,000> - - <6,000>
Deferred Tax Asset - 304 <66,919> <66,615>
Net Cash (Used) by
Operating Activities <1,884,540> <1,509> <66,919> <1,952,968>
CASH FLOWS FROM INVESTING ACTIVITIES
Tenant Improvement <147,684> - - <147,684>
Property & Equipment <2,506> - - <2,506>
Building <3,065,693> - - <3,065,693>
Accumulated Amortization 64,450 - - 64,937
Loan Fees <143,779> - - <143,779>
Accumulated Depreciation 62,471 - - 62,471
Land <327,613> - - <327,613>
Net Cash provided by
Investing Activities <3,230,275> - - <3,559,869>
NET CASH FROM FINANCING ACTIVITIES
Common Stock 3,857 - 3,735 7,592
Preferred Stock 700,000 - - 700,000
Mortgage Payable 3,672,894 - - 3,672,894
Security Deposit 51,410 - - 51,410
Paid In Capital 1,044,064 - 52,039 1,098,082
Lease Payable <1,537> - - <1,537>
Stock Subscription
Receivable 20,000 - - 20,000
Contributions by
Investors 2,200 - - 2,200
Net Cash provided by
Financing Activities <5,492,888> 2,220 55,774 <5,434,673>
CASH BEGINNING
OF PERIOD 1,286 496 11,641 25,560
NET CASH INCREASE
FOR PERIOD 48,257 - - 48,257
CASH AT END
OF PERIOD 49,543 1,187 496 51,226
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
(unaudited)
Notes to Consolidated Financial Statements
1. THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES
The Company was originally incorporated in New York as International
Telescript in 1987 and traded under the symbol "TELC". The Company
ceased trading in 1988. In October 1997 the business base of Interstate
Care Systems, a four-year-old Nevada healthcare management corporation,
was acquired through a structured acquisition. The principles of Interstate
assumed management control of the Company, redomiciled it in Nevada and
changed the name to Healthcare Management Resources, Inc., to better reflect
the business. The Company made the required filings and resumed trading on
the OTC Bulletin Board as "HRCL". On the 15th of March 1999 the Company
reversed split its outstanding stock (1 for 10), acquired 100% of the
capital stock of RB Capital & Equities, Inc., a Nevada corporation in
exchange for authorized but unissued common stock and changed its name
to Triad Industries, Inc. The Company now trades under the symbol "TRDD"
on the OTC Bulletin Board.
Operations. The Company operates through its subsidiaries and is in the
healthcare, financial services & real estate business.
Principles of Consolidation. The consolidated financial statement includes
the accounts of Triad, the parent Company, Healthcare Management Resources,
a Nevada corporation, RB Capital & Equities, a Nevada corporation, GAM
Properties, a California corporation, Triad Realty, a California corporation
and Miramar Associates, L.L.C., a California L.L.C. All subsidiaries are
wholly owned except Miramar Associates L.L.C., which is 99% owned.
Basis of Presentation. The accompanying financials have been prepared on an
unaudited, pro-forma basis since the reorganization was accomplished in
March of 1999.
Property. Property is stated at cost. Additions, renovations and
improvements are capitalized. Maintenance and repairs, which do not
extend asset lives, are expensed as incurred. Depreciation is provided
on a straight-line basis over the estimated useful lines ranging from
27.5 years for commercial rental properties, 5 years for tenant agreements,
and 5.7 years on furniture and equipment.
Assets Held for Sale. Assets held for sales or trade are presented at the
estimated realizable value net of costs of sale.
Marketable Securities. Marketable Securities are carried at market value.
Loan Fees. Loan fees are carried at cost and amortized over the terms of
the loans.
Concentration of Credit Risk. The Company maintains credit with various
financial institutions. Management performs periodic evaluations of the
relative credit standing of the financial institutions. The Company has
not sustained any material credit losses for these instruments. The
carrying values reflected in the balance sheets at March 31, 1999 reasonable
approximate the fair values of cash, accounts payable, and credit
obligations. In making such assessment, the Company, has utilized
discounted case is, estimated, and quoted market prices as appropriate.
2. PROPERTY
The Company owns a forty-eight thousand square foot commercial building
located at 6920-6910 A&B & 6914 Miramar Road San Diego, CA
Land $ 327,613
Buildings 3,065,693
Furniture 1,507
Tenant Improvements 147,684
$ 3,542,499
3. LONG TERM DEBT - MIRAMAR BUILDING
First Trust Deed 2/2000 $ 1,800,000
Second Trust Deed 11/2000 380,000
Third Trust Deed 7/2000 315,000
Forth Trust Deed 7/2000 259,000
$ 2,754,000
The above loans are collateralized by the office building. The loan
agreements provide for monthly payments of interest with principle due
at the above dates. Management has negotiated with the current lender
a short-term extension of these maturity dates and is attempting to
obtain longer term financing. Accordingly, the debt has been classified
as long-term. Management has discovered a lien of approximately $400,000
on the office building, which related to the debt of a stockholder and
former officer the Company had a contingent liability for this debt and
paid it off on September 20, 1999.
On September 20, 1999 the Company acquired the one- percent partner
minority interest on the Miramar Property and paid off $192,000 of the
outstanding mortgage liability.
TRIAD INDUSTRIES, INC.
formerly known as Healthcare Resource Management, Inc.
Consolidated Statement of Financial Condition
Nine Months Ended
September 30, 1999
(unaudited)
Notes to Consolidated Financial Statements
Continued
4. PROPERTY HELD FOR SALE
Location Mkt Debt
2016-18 Balboa 4 Units $ 420,000 $ 307,367
2015-17 Hornblend
2135-39 Grand Ave. Tri-Plex 355,350 233,156
4592 Brancroft 7 Units 390,000 264,855
3635 3rd Ave. Condo 180,000 113,516
$ 1,345,350 $ 918,894
5. STOCK
As of December 31, 1998 there were 5,256,720 shares of common stock
outstanding. On March 15, 1999 the Company reversed split the 5,592,822,
shares on a one for ten (1:10) leaving 525,672 shares outstanding. At the
shareholders meeting held March 15, 1999 the stockholders approved the
acquisition of RB Capital and Equities, Inc., a Nevada corporation and
its subsidiaries for 5,068,150 shares of common stock and 700,000 shares
of preferred stock.
On September 30, 1999 there were 5,593,822 shares of common stock and
700,000 shares of preferred stock outstanding.
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
FINANCIAL STATEMENT
DECEMBER 31, 1998
CONTENTS
Independent Auditors' Report ...........3
Balance Sheet ..........................4
Income Statements ......................5
Statements of Stockholders' Equity .....6
Statements of Cash Flows ...............7
Notes to the Financial Statements.......8
ARMANDO C. IBARRA
CERTIFIER PUBLIC ACCOUNTANTS
(A Professional Corporation)
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Triad Industries, Inc.
formerly known as
Healthcare Resources Management, Inc.
16935 W. Bernardo Drive
San Diego, CA 92126
We have audited the accompanying balance sheet of Traid Industries, Inc formerly
known as Healthcare Resources
Management, Inc. (a Nevada corporation) as of December 31, 1998 and the
related statement of operations, stockholders' equity and cash flows for
the year ended December 31, 1998- These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted out audits in accordance with generally accepted auditing
standards, Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Healthcare Resources
Management, Inc. as of December 31, 1998, and the results of its operations
and its cash flows for the year ended December 31, 1998 in conformity with
generally accepted accounting principles-
ARMANDO C. IBARRA, C.P.A. - APC
Chula Vista, California
December 8, 1999
637 Third Avenue, Suite H, Chula Vista, CA 91910
Tel: (619) 411-1348 Fax: (619) 422-1465
Traid Industries, Inxc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Current Assets
Cash $ 1,187
Notes receivable 15,006
Deferred tax asset 11,426
Stock subscription receivable 20,000
Total Current Assets $ 47,619
TOTAL ASSETS 47,619
LIABILITIES & STOCKHOLDERS' EQUITY
Common stock, $.001 par value.
50,000,000 shares authorized,
5,256,579 shares issued and
outstanding $ 5,257
Additional paid-in capital 129,429
Retained earnings (87,067)
TOTAL STOCKHOLDERS'EQUITY 47,619
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 47,619
See Auditors Report and Notes to the Financial Statement
4
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Income Statement
For the twelve months ended December 31, 1998
REVENUES
Revenues $ 74,174
Total Revenues 74,174
GENERAL & ADMINISTRATIVE EXPENSES 72,146
Net Income (Loss) Before Taxes 2,029
Income Tax Expense (304)
NET INCOME 1,724
BASIS EARNING (LOSS) PER SHARE $ 0.00
WEIGHTED AVERAGE NUMBER OF
COMMON SRARES OUTSTANDING 8,501,002
See Auditors Report and Notes to the Financial Statement
5
Triad Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Schedule of General and Administrative expenses
For the twelve months ended December 31, 1998
Accounting $ 195
Advertising 94
Answering services 873
Bank charges 184
Consulting 48,160
Delivery 17
Fees & services 747
Legal services 696
Moving 100
Miscellaneous 272
Office expense 35
Office supplies 1,405
Printing and Reproduction 31
Postage 501
Rent 4,915
Repairs & maintenance 65
Services 599
Travel and lodging 11,566
Telephone 1,702
Total General &
Administrative expenses $ 72,146
See Auditor's Report and Notes to the Financial Statement
6
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Statement of Stockholders' Equity
Additional
December 31, 1998 Common Common Paid-In Retained Total
Shares Stock Capital Earning
Balance, January 1,
1998 9,301,877 9,302 103,184 (88,791) 23,695
1 for 9 stock
split March 31,
1998 (8,245,461) (9,245) 8,245 - 0
Common shares
issued Match 31,
1998 2,200,300 2,200 - - 2,200
Common shares
issued July
1998 2,000,000 2,000 18,000 - 20,000
Operating Income
December 31, 1998 - - - 1,724 1,724
Balance, December
31, 1998 $5,256,716 $5,257 $129,429 ($87,067) $47,619
See Auditors Report and Notes to the Financial Statement
7
Triad Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Statement of Cash Flow
December 31, 1998
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income 1,724
Increase in note receivable (10,906)
decrease in accounting receivable 7,369
decrease in deferred tax asset 304
Net Cash provided (used) by operating activities (1,509)
CASH-FLOWS FROM INVESTING ACTIVITIES
Net cash used by investing activities 0
CASH FLOWS FROM FINANCING
Contributions by investors 2,200
Net cash provided by financing activities 2,200
Net increase (decrease) in cash 691
Cash at beginning of year 496
Cash at end of year 1,187
See Auditors Report and Notes to the Financial Statement
8
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE I - Significant Accounting Policies
Nature of Operations:
Healthcare Resources Management, Inc. (the "Company"), a Nevada corporation,
was incorporated on October 3, 1997. (The Company was originally known as
International Telescript Industries)- (The Company is a successor to another
company as the Company merged with a predecessor entity on October 21, 1997;
(See Note 4). The operations of the Company are in the health care
consulting field.
Property, Equipment and Depreciation:
Property and equipment is recorded at cost and is depreciated over the
estimated lives of approximately five years using the straight-fine method.
Cash and Cash Equivalents: The Company does not have a policy for cash
equivalents at this time.
Issuance of Shares Equivalents: Valuation of shares for services is based
on the fair market value of services.
Income (Loss) Per Share: The computation of income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the period presented.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Income Tax: The Company records its income tax provision in accordance
with Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes"'. (See Note 3).
9
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE 2 - Basis of presentation and considerations related to continued
existence (going concern)
The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the twelve months ended December 31, 1998.
The Company's management intends to raise additional operating funds through
equity and/or debt offerings.
NOTE 3 - Income Taxes
The Company records its income tax provision in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
which requires the use of the liability method of accounting for deferred
income taxes.
At December 31, 1998, the Company his a tax net operating loss carryforward
of $64,891 (tax benefits resulting from losses for tax purposes have been
recorded). At December 3 1, 1998, the Company has $11,426 of net tax benefit.
NOTE 4 - Subsequent Event
In March 1999, Healthcare Resources Management, Inc., rectified a plan of
organization, whereby, Healthcare Resources Management, Inc., will acquire
100% of the common stork of RB Capital & Equities, Inc. for 3,948,150
shares of the post-split common stock of Healthcare Resources Management,
Inc.
10
Triad Industries, Inc
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
FINANCIAL STATEMENT
DECEMBER 31, 1997
CONTENTS
Independent Auditors' Report ........................... 3
Balance Sheet ............................................. 4
Income Statements ....................................... 5
Statements of Stockholders' Equity ................................ 7
Statements of Cash Flows ................................... 8
Notes to the Financial Statements .......................... 9
ARMANDO C. IBARRA
CERTIFIED PUBLIC ACCOUNTANTS
(A Professional Corporation)
INDEPENDENT AUDIT0R'S REPORT
To the Board of Directors
Healthcare Resources Management, Inc.
16935 W. Bernardo Drive
San Diego, CA 92126
We have audited the accompanying balance sheet of Healthcare Resources
Management, Inc., (a Nevada corporation) as of December 31, 1997 and
the related statement of operations, stockholders' equity
and cash flows for the year ended December 31, 1997. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards, Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Healthcare
Resources Management, Inc. as of December 31, 1997, and the results of
its operations and its cash flows for the year ended December 31, 1997
in conformity with generally accepted accounting principles.
ARMANDO C. IBARRA, C.P.A. - APC
Chula Vista, California
December 8, 1999
637 Third Avenue, Suite H, Chula Vista, CA 91910
Tel (619) 4224348 Fax: (619) 422-1465
Triad Industries, Inc
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
BALANCE SHEET
DECEMBER 31,1997
ASSETS
Current Assets $ 496
Accounts receivable 7,369
Notes receivable 4,100
Deferred tax asset 11,730
Total Current Assets 23,695
TOTAL ASSETS $ 23,695
LIABILITIES & STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 50,000,000
shares authorized; 9,301,877 shares issued
and outstanding $ 9,302
Additional paid-in capital 103,184
Retained earnings (88,791)
TOTAL STOCKHOLDERS' EQUITY 23,695
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 23,695
See Auditors Report and Notes to the Financial Statement
Triad Industris, Inc
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Income Statement
For the twelve months ended December 31.1997
REVENUES
Revenues $ 26,325
Total Revenues 26,325
GENERAL & ADMINISTRATIVE EXPENSES 93,244
Income (Loss) Before Taxes (66,919)
Income Tax Benefit 11,730
NET INCOME (LOSS) (55,189)
BASIS EARNING (LOSS) PER SHARE $ (0.01)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARE OUTSTANDING 6,501,002
See Auditors Report and Notes to the Financial Statement
5
Traid Industris, Inc
Formerly known as
HEALTHCARE RESOURCES MANAGEMEENT INC.
Schedule of General and Administrative expenses
For the twelve months ended December 31, 1997
Accounting $ 1,075
Advertising 4,989
Answering services 1,044
Auto expenses 6,921
Bad debts 7,953
Bank charges 270
Consulting 22,430
Contracting services 576
Computcr maintenance 431
Delivery 212
Donations 20
Dues & subscriptions 77
Entertainment & meals 1,368
Equipment rental 1,023
Fees & services 859
Insurance - employees 2,418
Interest 299
Legal services 95
Management 8,997
Miscellaneous 679
Office expense 427
Office supplies 2,861
Printing and Reproduction 178
Postage 95
Rent 12,700
Rent - Storage space 1,400
Taxes - other 645
Travel and lodging 6,357
Telephone 4,565
Utilities 2,201
Total General &
Administrative expenses 93,244
See Auditors Report and Notes to the Financial Statement
Traid Industris, Inc
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Statement of Stockholders' Equity
Additional
December 31, 1997 Common Common Paid-in Retained Total
Shares Stock Capital Earning
Balance, January 1,
1997 5,567,377 5,567 191,960 51,035 250,562
Business Combination
10/97 3,734,500 3,735 (140,815) - (137,080)
Paid in Capital - - - 52,039 52,039
Audit adjustment - - - (86,637) (96,637)
Operating Loss
December 31, 1997 - - - (55,189) (55,189)
Balance, December 31,
1997 $9,301,877 $9,302 $103,194 ($88,791) $23,695
See Auditors Report and Notes to the Financial Statement
7
Traid Industries, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
Statement of Cash Flow
December 31, 1997
CASH FLOWS FROM OPERATLNG ACTIMEES
Net Income (loss) (66,919)
Net Cash provided (used) by operating activities (66,919)
CASH FLOWS-FROM IMSTING ACITWTIES
Net cash used by investing activities 0
CASH FLOWS FINANCING ACTIVITIES
Paid in capital 52,039
Proceeds from the sale of common stock 3,735
Net cash provided by financing activities 55,774
Net increase (decrease) in cash (11,145)
Cash at beginning of year 11,641
Cash at end of year $ 496
See Auditors Report and Notes to the Financial Statement
8
Triad Industris, Inc.
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31,1997
NOTE I - Significant Accounting Policies
Nature of Operations:
Healthcare Resources Management, Inc. (the "Company"), a Nevada
corporation, was incorporated on October 3, 1997. (The Company was oroginally
known as International Telescript Industries). (The Company is a successor
to another company as the Company merged with a predecessor entity on
October 21, 1997; (See Note 4). The operations of the Company are in the
health care consulting field.
Property, Equipment and Depreciation: Property and equipment is recorded
at cost and is depreciated over the estimated lives of approximately five
years using the straight-line method.
Cash and Cash Equivalents:
The Company does not have a policy for cash equivalents at this time.
Issuance of Shares Equivalents: Valuation of shares for services is based
on the fair market value of services.
Income (Loss) Per Share. The computation of income (loss) per share of
common stock is based on the weighted average number of shares outstanding
during the period presented.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Income Tax:
The Company records its income tax provision in accordance with Statement of
Financial Accounting Standards No- 109, "Accounting for Income Taxes". (See
Note 3)
Reclassifications: Certain items in prior year financial statements have
been reclassified to conform to the current year's presentation.
9
Triad Industris, Inc
formerly known as
HEALTHCARE RESOURCES MANAGEMENT, INC.
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31,1997
NOTE 2 - Basis of presentation and considerations related to continued
existence (going concern)
The Company's financial statements have been presented on the basis that
it is a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the twelve months ended December 31, 1997
The Company's management intends to raise additional operating funds
through equity and/of debt offerings.
NOTE 3 - Income Taxes
The Company records its income tax provision in accordance with Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
which requires the use of the liability method of accounting for deferred
income taxes.
At December 31, 1997, the Company has a tax net operating loss carryforward
of $66,919 (tax benefits resulting from losses for tax purposes have been
recorded). At December 3 1. 1997, the Company has $11,730 of net tax benefit.
NOTE 4 - Audit Adjustments
Management agreed to adjust intangibles, absolete equipment, other assets
and liabilities with a net charge to retained earnings.
NOTE 5 - Subsequent Event
In March 1999, Healthcare Resources Management, Inc., rectified a plan of
reorganization, whereby, Healthcare Resources Management, Inc., will acquire
100% of the common stock of RB Capital & Equities, Inc. for 3,948, 150
shares of the post-split common stock of Healthcare Resources Management,
Inc.
10
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement.
A. Articles of Incorporation
B. Amendments
C. By-Laws
D. Acquisition Agreements
E. Financial Statements
September 30, 1999
December 1997 and December 1998
F. Subsidiaries
1. RB Capital and Equities
a. Articles of Incorporation
2. Gam Properties, Inc.
a. Articles of Incorporation
3. Miramar Road Associates
a. LLC
4. HRM, Inc.
a. Articles of Incorporation
5. Triad Realty Corporation
a. Articles of Incorporation
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act
of 1934, the registrant caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly organized.
TRIAD INDUSTRIES, INC.
(Registrant)
Date: November 15, 1999 By:____________________________________
Gary DeGano, President
By:___________________________________
Linda M. Bryson, Vice President,
By: ___________________________________
Michael Kelleher, Secretary
FILED
In the Office of the
Secretary of State
STATE OF NEVADA
DEC 1997
No. 22 903-97
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(after Issuance of Stock)
Filed by: .
INTERNATINAL TELESCRIPT INDUSTRIES
I
We the undersigned President and Secretary of International
Telescript Industries do hereby certify:
That the Board of Directors of said corporation at a meeting
duly convened, held on the 2nd day of December, 1997, adopted
a resolution to amend the original articles as follows:
Article 1. Name of Corporation, is hereby amended to read as
follows:
Healthcare Resource Management, Inc.
The number of shares f the corporation outstanding and entitled
to vote on an
amendment to the Articles of Incorporation is 9,301,877, that
the said change(s) and
amendment have been consented to and approved by a majority vote
of the stockholders
holding at least a majority of each class of stock outstanding
and entitled to vote thereon.
President
Secretary
State of California
County of Los Angeles SS.
On December 29, 1997 personally appeared before me, a
Notary Public, James B. Crowell who acknowledged that they executed
the above instrument.
SHERRI FOX Sherri Fox
Comm,#1148168 Signature of Notary
NOTARY PUBLIC -CALIFORNIA
Articles of Incorporation
State of Nevada
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 15 1997
No. C22903-97
IMPORTANT: Read instructions on reverse side before
completing this form
1. NAME OF CORPORATION: INTERNATIONAL TELESCRIPT INDUSTRIES
2. RESIDENT AGENT:
Name of Resident Agent: PACIFIC CORPORATE SERVICES
Street Address: 7631 BERMUDA ROAD, LAS VEGAS, NEVADA 89123
3. SHARES
Number of shares with par value: 50,000,000
Par Value: $0.001
Number of shares without par value: NONE
4. GOVERNING BOARD: 3 TO 9 DIRECTORS
The FIRST BOARD OF DIRECTORS shall consist of 3 members
and the names and addresses as follows:
PETER BROWN 20929 BENTURA BOULVARD, WOODLAND HILLS, CA 91364
DAVID GAY 384 AVOCADO STREET, APT. 2, COSTA MESA, CA 92627
ANGIE ANAPO; 1135 NORMAN PLACE, LOS ANGELES, CA 90049
5. PURPOSE The purpose of the corporation
shall be: TO CONDUCT ANY LEGAL BUSINESS
6. OTHER MATTERS. Number of pages attached 0
7. SINGTURES OF INCORPORATORS: The names and addresses of
each of the incorporators signing the article
PETER BROWN 20929 VENTURA BOULVARD, WOODLAND HILLS, CA 91364
ANGIE ANAPO; 1135 NORMAN PLACE, LOS ANGELES, CA 90046
PETER BROWN ANGIE ANAPOl
SIGNATURE SIGNATURE
JEANNE HIGH TOBY J. MAZZE
NOTARY NOTARY
ARTICLES OF INCORPORATION
20444,44
ENDORS
FILED
APR 29 1999
In the office of the Secretary of State
of the State of California
BILL JONES, Secretary of State
I
The name of this corporation is TRAID REALTY CORPORATION.
II
The purpose of the corporation is to engage in ant lawful act or activity
for which a corporation may be organized under the GENERAL
CORPORATION LAW of California other than the banking business,
the trust company business or the practice of a profession permitted to
be incorporated by the California Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Linda M. Bryson
16935 W. Bernardo Dr., #232
San Diego, California 92127
IV
This corporation is authorized to issue only one class of shares and
stock; and the total number of shares which this corporation is
authorized to issue is 5,000,000.
Linda M. Bryson, Incorporator
FILED # C-8345-99
APR 0 61999
Articles of Incorporation
for
HRM, INC.
Know all men by these presents:
That the undersigned, have this day voluntarily associated
ourselves together for the purpose of
forming a corporation under and pursuant to the provisions
of Nevada Revised Statutes 7 8.010 to
Nevada Revised Statutes 78.090 inclusive, as amended,
and certify that;
1. The name of the corporation is HRM, INC.
2. Offices for the transaction of any business of the
corporation, and where meetings of the board of
Directors and Stockholders may be held, may be established
and maintained in any part of the State of Nevada, or in any
other state, territory, or possession of the United States.
3. The nature of the business is to engage in
any lawful activity.
4. The capital stock shall consist of:
25,000,000 shares of common stock, $0.001 par value.
5. The members of the governing board of the corporation shall
be styled directors, of which there shall be one or more, with
the exact number to be fixed by the by-laws of the corporation,
provided the number so fixed by the by-laws may be increased
or decreased from time to time. Directors of the corporation
need not be stockholders. The FIRST BOARD OF DIRECTORS shall
consist of THREE director(s) and the names and addresses
are as follows:
(1) TERRY L. WORTHYLAKE, 7636 VALLEY GREEN DR., #201,
LAS VEGAS, NV 89129
(2) JAMES B. CROWELL, 2006 STANLEY PL., SIGNAL HILL, CA 92127
(2) MICHAEL KELLEHER, 6935 W. BERNARDO DR., #232,
SAN DIEGO, CA 92127
6. This corporation shall have perpetual existence.
6. This corporation shall have a President , Secretary, a treasurer, and
a resident agent, to be chosen by the
Board of Directors. Any person may hold two or more offices.
8. The Resident Agent of this corporation shall be:
RITE, INC., 1905 S. Eastern Ave., Las Vegas, NV 89104
9. The stock of this corporation, after the fixed consideration
thereof has been paid or performed, shall not be subject to
assessment, and no individual stockholder shall be liable
for the debts and liabilities of the Corporation. The Articles
of Incorporation shall never be amended as to the aforesaid provisions.
10. No Director or-Officer of this Corporation shall be
personally liable to the Corporation or to any of its
stockholders for damages for breach of fiduciary duty
as a director or officer involving any act or commission
of any such director or office provided, however, that
the foregoing provision shall not eliminate or limit the
liability of a director or officer for acts of omissions
which involve intentional misconduct, fraud or a knowing
violation of law, or the payment of dividends in violation
of Section 78.300 of the Nevada Revised Statutes. Any repeal
or modification of this Article by the Stockholders 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.
SIGNATURE OF INCORPORATOR:
FOR
HRM, INC.
I, the undersigned, being the incorporator for
he purpose of forming a corporation pursuant to the general
corporation law of the State of Nevada, do make and file these
articles of Incorporation, hereby declaring and certifying that
the facts within stated are true, and accordingly have hereunto
set my hand this 6th day of April 1999
Dolores J. Passaretti
Signature
Dolores J. Passaretti, 1905 S. Eastern Ave., Las Vegas, NV 89104
State of Nevada )
County of Clark)
On the 6th of April, 1999 personally known to me to
be the person whose names are subscribed within document
and acknowledged to me that they executed the same in their
authorized capacity.
Sarah Lambert, Notary
Signature
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCOPORATION
OF
HEALTHCARE RESOURCES MANGEMENT, INC.
The undersigned President and Secretary
of HEALTHCARE RESOURCES MANGEMENT, INC., a Nevada
corporation, pursuant to the provisions of
Section 78.385 and 78.390, of the Nevada Revised
Statutes, for the purpose of amending the Articles
of Incorporation of the said Corporation, do
certify as follows:
That the Board of Directors of the said
corporation, at a meeting duly convened and held
on the 15th day of March, 1999, adopted resolutions
to amend the Articles of Incorporation, as follows:
ARTICLE I shall be amended as follows:
ARTICLE I - NAME
The name of the Corporation shall be
TRIAD INDUSTRIES, INC.
The forgoing amendment to the Articles of
Incorporation were duly adopted by the written
consent of the shareholders of the Corporation,
pursuant to Section 78.320 of the Nevada Revised
Statute, on March 15th, 1999.
The number of shares of Common Stock of the
Corporation outstanding and entitles to vote on the
forgoing amendment to the Articles of Incorporation
on March 15, 1999 were 5,256,716 shares and the said
amendments were approved and consented to by
4,3000,000 shares, being voted in person or by
proxy, which represented more that a 50% majority
of the issued and outstanding shares of the Common
Stock of the Corporation.
The undersigned President and Secretary of
the Corporation hereby declare that the forgoing
Certificate of Amendment to Articles of Incorporation
is true and correct to the best of their knowledge
and belief.
In witness whereof, this certificate has
been executed by the undersigned on March 15th 1999.
____________________________ ___________________________________
Secretary President
Michael Kelleher Gary De Gano
ARTICLES OF INCORPORATIGN
OF
GAM PROPERTIES, INC.
I
The name of the corporation is
GAM PROPERTIES, INC.
II
"The purpose of this corporation is to
engage in any lawful act or activity for
which a corporation may be organized under
the General Corporation Law of California
other than the banking business, the trust
company business or the practice of a
profession permitted to be incorporated by
the California, Corporations Code.
IIII
The name and address in the State of
California of this
Corporation's initial agent for the
service of process is:
.MICHAEL H. de DOMENICO 11322 Red Cedar,
San Diego, Ca. 92131
IV
This corporation is authorized to issue
only one class of shares of stock; on
and the total number of shares, which this
corporation is authorized to issue is 20,000.
DATED: May 10,1979
Michael H. de DOMENICO
Name of incorporator
Michael If, de Domenico
I
I hereby declare that I am the person who
executed the foregoing Articles of Incorporation,
which execution if my act and deed.
ARTICLES OF INCORPORATION
OF
COMBINED COMMUNICATIONS'CORPORATION
The undersigned, to form a corporation
under Chapter 78 of
the Nevada Revised Statutes, certifies that:
1. NAME:
The name of the corporation is:
COMBINED COMMUNICATIONS CORPORATION
2. OFFICE:
The principal office of the corporation
in the State of Nevada is to be located
at 530 South 4th Street, Las Vegas, Nevada 89101.
The corporation may also maintain an office
or offices at such other places within or.
outside the State of Nevada, as it may from
time to time determine desirable - Corporate
business of every kind and nature may be
conducted, and meetings of Directors and
Stockholders held outside the State of Nevada,
the same as in the State of Nevada.
3. PURPOSE:
The corporation is organized to engage in
any lawful activity as shall be appropriate
under the laws of the State of Nevada.
4. CAPITAL STOCK
The total authorized capital stock of the
corporation shall consist of 500,000 shares
of Common Stock, having a par value of $.01
er share.
5. DIRECTORS
The members of the governing board of the
corporation shall be styled Directors and
the number thereof shall not be less than
the number of stockholders or three, whichever
is less. The number of Directors may from time
to time be increased or decreased in such
manner as shall be provided by the By-Laws of
the corporation. Directors need not be
shareholders, but shall be of full age and at
least one shall be a citizen of the United
States. The initial Board of Directors shall
consist of two (2),who shall hold office until
successors are duly elected and qualified. The
name and post office address of each member of
the initial Board of Directors are as follows:
EVELYN C. KUEBLER 1091 Shadowridge Drive, 1117
Vista, California 92083
ROBERT W. KUEBLER 1091 Shadowridge Drive, #117
Vista, CA 92083
6. NON ASSESSABLE STOCK:
The capital stock of, the corporation
after the amount of the
subscription price or par, value, has been
paid in money, property or services, as the
Board of Directors shall determine, shall-not
be subject to assessment to pay the debts of the
corporation, nor for any other purpose, and no
stock issued as fully paid up shall ever be assessable
or assessed; and the Articles of Incorporation shall
not be amended in this particular.
7. INCORPORATOR:
The name and address, of the Incorporator
signing these Articles of Incorporation is as follows:
EVELYN C. KUEBLER
1091 Shadowridge Drive, 1117
Vista, California 92083
8. TERM:
I
The corporation shall have perpetual existence.
Executed this 11th day of February 1987.
Evelyn C. Kuebler
FILED
STATE OF NEVADA
CERTIFICATE OF AMENDMENT
OCT 2 11997 TO
No. C1056-87 THE ARTICLES OF INCORPORATION
OF
COMBINED COMMUNCATIONS CORPORATION
The undersigned President and Secretary of Combined
Communications, Corporation, a Nevada corporation,
pursuant to the provisions of Section 78.385 and 78.390,
of the Nevada Revised Statutes, --for --- the purpose of
amending the Articles of Incorporation of the said
Corporation, do certify as follows:
That the Board of Directors of the said corporation, at a
meeting duly convened and held on the 17th day of
October, 1997, adopted resolutions to amend the Articles
of Incorporation, as follows:
ARTICLE I shall be amended as follows:
ARTICLE I - NAME
The name of the Corporation shall be: R B Capital & Equities, Inc.
The forgoing amendment to the Articles of Incorporation were
duly adopted by the written consent of the shareholders of the
Corporation, pursuant to Section 78.320 of the Nevada Revised
Statute, on October 17, 1997.
The number of shares of Common Stock of the Corporation
outstanding and entitles to vote on the forgoing amendment
to the Articles of Incorporation on October 17, 1997 were
4,359,443 shares and the said amendments were approved
and consented to by 3,160,886 shares, being voted in person
or by proxy, which represented more that a 50% majority of
the issued and outstanding shares of the Common Stock of the
Corporation.
The undersigned President and Secretary of the Corporation
hereby declare that the forgoing Certificate of Amendment
to Articles of Incorporation is true and correct to the best of
their knowledge and belief.
In witness whereof, this certificate has been executed by the
undersigned on October 17, 1997
Gary De Gano, Secretary
Patrick M. Flynn, President
BILL JONES
SECRETARY OF STATE
LIMITED LIABILITY COMPANY
ARTICLES OF ORGANIZATION
IMPORTANT - Read the instructions before
completing the form.
This document is presented for filing pursuant
to Section 17050 of the California Corporations Code.
1. Limited liability company name: Miramar
Road Associates, LLC
2. Latest date (month/day/year) on which the
limited liability company is to dissolve: September 1,2027
3. The purpose of the limited liability company is
to engage in any lawful act or activity for which a
limited liability
company may be organized under the Beverly-Killea Limited
Liability Company Act.
4. Enter the name of initial agent for service of process
and check the appropriate provision below:
Todd H. Smith
Which is
X] an individual residing in California.
Proceed to Item 5.
a corporation which has filed a certificate pursuant
to Section 1505 of the California Corporations
Code. Skip Item 5 and proceed to Item 6.
5. If the initial agent for service of process is an
individual, enter a business or residential street
address in California:
Street address: 6920 Miramar Road, Suite 102
City: San Diego State: CALIFORNIA Zip Code: 92121
6. The limited liability company will be
managed by : (check one)
X one manager ] more than one manager
limited liability company members
7. If other matters are to be included in the
Articles of Organization attach one or more separate pages.
Number of pages attached, if any: None
8. It is hereby declared that I am the person who
For Secretary of State Use
Executed this instrument, which execution is
My act and deed.
Todd H. Smith
Signature of organizer
FILED
In the office of the Secretary of State
of the State of California
October 23, 1997
TELESCRIPT INDUSTRIES CORPORATION
BY-LAWS
TELESCRIPT INDUSTRIES CORPORATION
ARTICLE 1.
Stockholders '
Section 1. ANNUAL MEETING; The annual meeting of the
stockholders shall be held at the office of the corporation in
the City of New York, on the first day of December of each
year, or if such day be a Saturday, Sunday or a legal holiday,
then on the next succeeding day not a Saturday, Sunday or
legal holiday, at three o'clock in the afternoon, for the purpose
of electing directors and for the transaction of such other
business as may properly be brought before the meeting.
Section 2. SPECIAL MEETING. Special meetings of the
stockholders may be held upon call of the President or
of the holders of twenty-five per cent of the total amount
of shares of stock issued and outstanding and entitled to
vote, at such time and at such places within the State of
New York, as may be stated in the call.
Section 3. NOTICE OF MEETINGS: Notice of the time
and place of every meeting of stockholders shall be
delivered personally mailed at least ten days, but not more
than forty days previous thereto, to each stockholder of
record entitled to vote, at his post-office address appearing
upon the books of the corporation. Such further notice shall
be given as may be required by law. Meetings may be held
without notice, if all stockholders entitled to vote are present,
or if notice is waived by those not present.
Section 4. QUORUM: The holders of record of a majority of the
shares of stock issued and outstanding and entitled to vote,
present in person-or by proxy, shall, except as otherwise provided
by law, constitute a quorum of all meetings of the stockholders; if
there be no such quorum, the holders of a majority of shares of
stock so present or represented may adjourn the meeting from time
to time until a quorum shall have been obtained.
Section 5. WAIVER OF NOTICE: Whenever any notice whatever is
required to be given by these by-laves, or the articles of incorporation
of this corporation, or any of the corporation laws of the State
of New York , 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 thereto.
Section 6. ORGANIZATION OF MEETINGS: Meetings of the
stockholders shall be presided over by the president, or if he
is not present, by a vice-president, or if neither the president
nor a vice-president is present, by a chairman to be chosen at
the meeting. The secretary of the corporation, or in his absence
an assistant secretary, shall act as secretary of the meeting, if
present.
Section 7. VOTING INSPECTORS: At a meeting of stockholders
for the election of directors, the chairman of the meeting shall
appoint two inspectors of election to serve as provided by law.
No member of the board of directors or candidate for member
of the board of directors shall be appointed an inspector.
I
ARTICLE 11.
Directors
Section 1, NUMBER, QUORUM, TERM, VACANCIES,
REMOVAL. The board of directors of the corporation shall
consist of such number of persons (not less than three nor
more than seven) as may be elected by the stockholders.
Directors need not be stockholders. A majority of the
directors shall constitute a quorum. If any vacancy or vacancies
occur in the board of directors caused by death, resignation,
retirement, disqualification or removal from office of any directors
or otherwise, a majority of the directors then in office may elect
a successor or successors and the director or directors so
elected shall hold office until the next annual election of directors
and until their successors shall be duly elected and qualified.
Each director shall hold office until the election of his successor,
unless sooner removed.
Section 2. MEETINGS, NOTICE. The board of directors shall
meet only within the State of New York at such places and times
as may be fixed by the board. Regular meetings of the board of
directors shall be held at such time as may from time to time be
fixed by resolution of the board of directors and such meetings
may be hold without notice. Special meetings may be held at
any time upon the call of any two directors, or of the president,
by oral, telephoned, radioed, cabled, or written notice, duly served
on or sent or mailed to, each director not less than two days before
such meeting. A meeting of the board of directors may be held without
notice immediately after the annual meeting of stockholders at the
same place at which such meeting was held. Meetings may be
held at any time without notice if all directors are present, or if
those not present waive notice of the meeting in writing.
Section 3. RESIGNATION AND REMOVAL: Any director may
resign at any time by giving written notice to the president of
the corporation. Such resignation shall take effect at the time
specified therein; and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make
it effective. Any and all of the directors of the corporation may be
removed at any time by the vote of the holders of record of
two-third of the shares of stock of the corporation issued and
outstanding at a meeting of the stockholders.
Section 4. POWERS: Subject to the provisions of law and the
certificate of incorporation, the directors of the corporation shall
have the general management and control of the business and
affairs of the corporation and shall exercise all the powers that
may be exercised or performed by the corporation. In furtherance
and not in limitation of such powers, the board of directors shall
have the following powers:
( 1 ) The board of directors may in its discretion designate from
its number an executive committee of not less than two members
which shall have and may exercise in the intervals between
meetings of the board of directors., the powers there of which
may lawfully be delegated in respect of the management of the
business and the affairs of the corporation. The board of directors
may, also, in its discretion designate from its number a finance
committee and other committees and delegate thereto such of
the powers of the board of directors as may be lawfully delegated,
to be exercised when the board is not in session.
(2) The board of directors shall have power from time to time to fix
the amount, if any of the surplus or net profits of the corporation to
be reserved as working capital or for any other purpose and to
determine whether any, or if any, what, part of the surplus shall be
declared in dividends and paid to the stockholders.
(3) Except as otherwise expressly provided by law of the board of
directors directors shall have power to sell, hypothecate, mortgage,
pledge or. otherwise dispose of all or any part of the corporate
assets or property.
ART I CLE III.
Officers
Section l. EXECUTIVE OFFICERS: The executive officers of
the corporation shall be a president, a vice-president, a treasurer
and a secretary, all of whom shall be elected annually
by the directors, and shall hold office during such period
at the pleasure of the directors. Any two offices or more
may be held by one person. All vacancies occurring
among any of the above officers shalI be filled by directors.
Any officer may be removed at any time by the affirmative
vote of a majority of the directors at a special meeting of the
directors called for the purpose.
Section 2. SUBORDINATE OFFICERS: The board may appoint
such other officers and agents with such powers and duties as
it shall deem necessary.
Section 3. PRESIDENT. The president shall preside at all
meetings of the stockholders and directors. He shall, while
the directors are not in session, have general management
and control of the business and affairs of the corporation.
Section 4. VICE-PRESIDENT: The vice-president shall in
the absence or disabiIity of the president exercise the
powers and perform the duties of the president and he
shall exercise such other powers and perform Such other
duties as shall be prescribed by the directors.
Section 5. SECRETARY: The secretary shall attend all
sessions of the board of directors and all meetings of the
stockholders and record al I votes i n the minutes of the
meetings i n a book to be kept f or that purpose and
shall perform like duties for the standing committees
when required. He shall give or cause to be given notice
of all meetings of the duties as shall be prescribed by
the board of directors and the president, under whose
supervision he shall be.
He shall keep in his custody the sea] of the corporation
and, when authorized by the board of directors, affix same
to any instruments requiring it. When so affixed, it shall be
attested by the secretary of treasurer or the assistant
secretary. He shall have charge of the certificate books
and stock books, and such other books and papers as
the board may direct, and he shall perform all other duties
incident of the office of secretary.
Section 6. ASSISTANT SECRETARIES: the assistant secretaries
shall, in the order of their seniority absence or disability of the
and in the
secretary, perform the duties and exercise the powers of the secretary
and shalI perform such other duties as the president or the board of
directors shall prescribe.
Section 7. TREASURER: The treasurer shall have the custody
of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in book
belonging to the corporation and shall deposit all monies and
other valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by
the board of directors.
He shall disburse the funds of the corporation as may be ordered
by the board of directors, making proper vouchers for such
disbursement, and shall render to the president and directors
at the regular meetings of the board, or whenever they may
require it, an account of all his transactions as treasurer of the
financial condition of the corporation.
He shall give the corporation a bond, if required by the board
of directors, in a sum and with one or more sureties satisfactory
to the board, for the faithful performance of the duties of his
office and f or the restoration to the corporation in cash, on his
death, resignation, retirement or removal from office, or all books,
papers, vouchers, monies, and other properties of whatever kind
in his possession or under his control belonging to the corporation.
Section 8. ASSISTANT TREASURERS: The assistant treasurers,
in the order of their seniority and in the absence or disability of the
treasurer, shall perform the duties and exercise the powers of the
treasurer and shell perform such other duties at this board of directors
shall prescribe
Section 9. APPOINTMENT OF ADDITIONAL OFFICERS: The
board may appoint such other officers and agents as it shall
deem necessary, who she] I hold their off ice f or such terms
and shalI exercise such powers and perform such duties as shall
be determined from time to time by the boar of directors.
In case of the absence of any officer of the corporation, or for
any other reason the board may deem sufficient, the board of
directors may delogate for the time being, the powers or duties,
or any of them, of such officer t any other officer, or to any
director, provided a majority of the entire board concurs therein.
Section 10. RES I GNAT I ONS AND REMOVALS: Any officer of
the corporation may resign at any time by giving written notice to
the corporation, or to the board of directors, or to the chairman of
the board or to the president, or to the secretary of the corporation.
Any such resignation shall take effect at the time specified therein,
or if the time be not specified therein, upon its acceptance by the
board of directors.
Section 11. SALARIES: The salaries of all officers shall be fixed
by the board of directors., and the fact that any officer is a director,
shall not preclude him from receiving d salary or from voting
upon the resolution providing the same.
ARTICLE IV.
Certificates of Stock
Section 1. TRANSFER: EXECUTION: The interest of each
stockholder of the corporation shall be evidenced by certificates
for shares of stock in such form as the board of directors from
time to time may prescribe. The shares of stock shall be
transferred on the books of the corporation by duly authorized
officers or agents of the corporation at the direction of the holder
thereof or by his duly authorized representative, upon surrender
for cancelIation of certificates f or the same number of shares, with
an assignment and power of transfer endorsed thereon or attached
thereto, duly executed, with much proof of the authenticity of the
signature as the corporation or its duly authorized officers or agents
may reasonably require.
The certificates of stock shall be signed by the president or
vice-president and by the secretary or , the treasurer, an assistant
secretary or an assistant treasurer, and countersigned and
registered in such manner, if and, as the board of directors by
resolution may prescribe; provided, however, that where such
certificates are signed by a transfer agent or an assistant transfer
agent or by a transfer clerk acting on behalf of the corporation
and a registrar, the signature of any such president, vice-president,
secretary, treasurer, assistant secretary or assistant treasurer
may be facsimiIe. In case any officer or officers who shalI have
signed, or whose facsimile signature or signatures shall have been
used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death,
resignation or otherwise, before such certificate or certificates
shall have been delivered by the corporation such certificate or
certificates may nevertheless be adopted by the corporation and
be issued and delivered as though the person or persons who
signed such certificate or certificates or whose facsimile signature
or signatures shall have been used thereon had not ceased to be
such officer or officers of the corporation.
Section 2. CLOSING BOOKS: RECORD DATE: The board of
directors shall have power to close the stock transfer books of
the corporation f or a period not exceeding forty days preceding
the date of any meeting of the stockholders or the date for
payment of any dividend or the date for the allotment of rights
or the date when any change or conversion or exchange of stock
shall go into effect; provided, however, that in lieu of closing the
stock transfer books, the board of directors may fix in advance a
date and hour, not exceeding forty days preceding the date of
any meeting of stockholders or the date f or the payment of any
dividend, or the date for the allotment of rights, or the date when
any change or conversion or exchange of stock shalI go into effect,
as a record date f or the determination of the stockholders entitled
to notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividend, or to any allotment of rights, or to
exercise any rights with respect to any such change, conversion or
exchange of stock, and in Such case only such stockholders as shall
be stockholders of record on the date and hour so fixed shall be
entitled to such notice of, and to vote at, such meetings, or -to
receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any stock on the books of the
corporation after any such record date so fixed.
ARTICLE V.
Offices
Section 1. OFFICES: The principal office of the corporation shall
be in the City of New York in the State of New York. The
corporation also may have offices at such other places both
within and without the State as the board of directors from time
to time may designate.
ARTICLE VI.
Miscellaneous Provisions
Section 1, VOTING ON STOCK: Unless otherwise specifically
authorized by the board of directors, all stock owned by the
corporation, other then stock of the corporation, shall be voted
in person or by proxy by the president of the corporation on
behalf of the corporation.
Section 2. CORPORATE SEAL: A seal with the words
TELESCRIPT INDUSTRIES CORPORATION Corporate
Seal, New York, 1957, upon it shall be the common corporate
seal of the corporation and shall be in the custody of the
secretary. The form impressed on the margin hereof is adopted
as the said corporate seal.
Section 3. LOST CERTIFICATES: Any person claiming a
certificate of stock to be Iost or destroyed shalI make an
affidavit or affirmation of that and advertise the same in such
manner as the board of directors may require; and the
board of directors, in its discretion, may require the owner
of the lost or destroyed certificate, or his legal representative,
to give the corporation a bond, in such sum as it may direct,
to indemnify the corporation against any claim that may be
made against the corporation on account of the alleged loss
of any such certificate.
Section 4. CHECKS, NOTES, ETC.: Checks and notes of the
corporation shall be signed and checks, notes, drafts, bills of
exchange and orders for the payment of money shall be
determined by the board.
Section 5. FUNDS: The funds of the corporation shall be
deposited in such bank or trust company, and checks drawn
against such fund shall be signed in such manner as may
be determined from time to time by the directors.
Section 6. NOTICE AND WAIVER OF NOTICE. Any notice
required to be given by these by-laws may be given by mailing
or telegraphing the same to the person entitled thereto at his
address as shown on the corporation' s books, and such notice
shall be deemed to be given at the time of such
mailing or telegraphing. Any notice required to be given by these
by-laws may be waived by the person entitled to such notice.
Section 7. DIRECTORS' STATEMENTS: The board of directors
shall, when calIed upon by the holders of ten per cent ( 10%)
of the share of outstanding stock, furnish a full and clear statement
of the business and condition of the corporation.
Section 8. REGISTERED STOCKHOLDERS: The corporation
shall be entitled to treat the holder of record of any share or
shares of stock as the .holder in fact thereof; and, accordingly,
shall not be bound or responsible for any equitable or other claim
to, or interest in, such share on the part of any other person, whether
or not it shalI have express or other notice thereof save as expressly
provided by the laws of the State of Now York.
I Section 9. POWER OF DIRECTORS TO AMEND, ETC.: The board
of directors shall have power to make, amend and repeal the by-laws
of the corporation, by vote of a majority of all the directors, at
any regular
or special meeting of the board.
Section 10. POWER OF STOCKHOLDERS TO AMEND, ETC. : The
stockholders may make, alter, amend and repeal the by-laws of the
corporation, at any annual meeting or at a special meeting called for
the purposes, and all by-laws made by the directors may be altered
or repealed by the stockholders.
BY-LAWS
OF
HEALTHCARE RESOURCE MANAGEMENT
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section I. I. Registered Office - The registered office of this
corporation shall be in the County of Clark , State of Nevada.
Section 1.2. Other Offices - The corporation may also have offices
at such other places both within and without the State of Nevada as the
Board of Directors may from time to time determine or the business of
the corporation may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2. 1. Place - All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place within
or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within
or without the State of Nevada as shall be stated 'in the notice of the
meeting, or in a duly executed waiver of notice thereof.
Section 2.2. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 1998 shall be held on the 15thdav of April each
year if not a legal holiday and. if a legal holiday, then on the next secular
day
following, or at such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be brought before the meeting.
Section 2.3. Special Meetings - Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary
by resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of
the corporation issued and outstanding and entitled to vote. Such request
shall state the purpose of the proposed meeting.
Section 2.4. Notices of Meeting - Notices of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an
Assistant Secretary or by such other person or persons as the directors
shall designate. Such notice shall state the purpose or purposes for which
the meeting is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to
a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall being to run from the date
upon which such notice is deposited 'in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of
such notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.
Section 2.5. Purpose of Meetings - Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.6. Quorum - The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of
the stockholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until
a quorum shall be present or represented. 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
notified.
Section 2.7. Voting - When a quorum is present or represented at any meeting,
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall be sufficient to elect directors or to
decide any questions brought before such meeting, unless the question is
one upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is in which case such express provision shall
govern and control the decision of require such question.
Section 2.8. Share Voting - Each stockholder of record of the
corporation shall be entitled at each meeting of stockholders to
one vote for each share of stock standing in his name on the
books of the corporation. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before the meeting
shall be by ballot.
Section 2.9. Proxy - At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in writing
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument shall
otherwise provide. No proxy or power of attorney to vote shall be used to
vote at a meeting of the stockholders unless it shall have been filed with the
secretary of the meeting when required by the inspectors of election. All
questions regarding the qualification of voters, the validity of proxies
and the
acceptance -or rejection of votes shall be decided by the inspectors of
election who shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer of the meeting
Section 2.10. Written Consent in Lieu of Meeting - Any action which may
be taken by the vote of the stockholders at a meeting may be taken without
a meeting if authorized by the written consent of stockholders holding at
least a majority of the voting power, unless the provisions of the statutes
or of the Articles of Incorporation require a greater proportion of voting
power to authorize such action in which case such greater proportion of
written consents shall be required.
ARTICLE THREE
DIRECTORS
Section 3.3 Powers - The business of the corporation shall
be managed by its Board of Directors which may exercise all
such powers of the corporation and do all such lawful acts
and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
stockholders.
Section 3.2. Number of Directors - The number of directors which
shall constitute the whole board shall be seven (7). The number of
directors may from time to time be increased or decreased to not less
than one nor more than fifteen by action of the Board of Directors.
The directors shall be elected at the annual meeting of the stockholders
and except as provided in Section 2 of this Article, each director
elected shall hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 3.3. Vacancies - Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by
a majority of the remaining directors, though less than a quorum, or by
a sole remaining, director, and each director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
stockholders. The holders of a two-thirds of the outstanding shares of
stock entitled to vote may at any time peremptorily terminate the term of
office of all or any of the directors by vote at a meeting called for such
purpose or by a written statement filed with the secretary or, in his absence
with any other officer. Such removal shall be effective immediately, even
if successors are not elected simultaneously and the vacancies on the Board
of Directors resulting therefrom shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or
if the authorized number of directors be increased, or if the stockholders
fail at any annual or special meeting of stockholders at which any director
or directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to fill
any vacancy or vacancies not filled by the directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at
a future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. 1. Place - Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meetings
shall be held at the registered office of the corporation. Special meetings
of the Board may be held either at a place so designated or at the registered
office.
Section 4.2. First Meeting - The first meeting of each newly elected Board
of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 4.3. Regular Meeting - Regular meetings of the Board of Directors
may be held without call or notice at such time and at such place as shall
from time to time be fixed and determined by the Board of Directors.
Section 4.4. Special Meetings - Special Meetings of the Board of
Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by
mail or by other form of written communication, charges prepaid,
addressed to him at address as it is shown upon the records or is not
readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed,
it shall be deposited in the United States mail or delivered to the
telegraph company at lease forty-eight (48) hours prior to the time of
the holding of the meeting. In case such notice is delivered as above
provided, it shall be so delivered at lease twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing
or delivery as above provided shall be due, legal and personal notice to
such director.
Section 4.5. Notice - Notice of the time and place of holding an
adjourned meeting need not be given to the
absent directors if the time and place be fixed at the meeting adjourned.
Section 4.6. Waiver - The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be
as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice, or a consent to holding such meeting, or an approval of the
minutes thereof. All such waivers, consents or approvals shall be
filed with the corporate records or made a part of the minutes of the meeting
Section 4.7. Quorum - A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.
Section4.8. Adjournment - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors
present at any directors meeting, either regular or special, may adjourn
from time to time until the time fixed for the next regular meeting of the
Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5. 1. Power to Designate - The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees
of the Board of Directors, each committee to consist of one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may
have power to authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by the Board of Directors.
The members of any such committee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum. unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members shall
constitute a quorum for the transaction of business, and the act of a majority
of the members or alternate members at any meeting at which there is a
quorum shall be the act of the committee.
Section 5.2. Regular Minutes - The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors.
Section 5.3. Written Consent - Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may
be, and such written consent is filed with the minutes of proceedings of the
Board or committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6. 1. Compensation - The directors may be paid their expenses
of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or
a stated salary as director. No such payment shall preclude any director
from serving the corporation in any other capacity and receiving
compensation therefor. Members of special or standing committees
may be allowed like reimbursement and compensation for attending
committee meetings.
ARTICLE SEVEN
NOTICES
Section 7. 1. Notice - Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.
Section 7.2. Consent - Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing
on the records of the meeting or filed with the secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part in
the deliberations at such meeting without objection, the doings of such
meetings shall be as valid as if had at a meeting regularly called and noticed,
and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no
objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was
present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity
or defect therein waived by a writing signed by all parties having the
night to vote at such meeting- and such consent or approval of
stockholders may be by proxy or attorney, but all such proxies and
powers of attorney must be in writing.
Section 7.3. Waiver of Notice - Whenever any notice whatever
is required to be given under the provisions of the statutes, of the
Articles of Incorporation or of these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8. 1. Appointment of Officers - The officers of the corporation
shall be chosen by the Board of Directors and shall be a President, a
Secretary and a Treasurer. Any person may hold two or more offices.
Section 8.2. Time of Appointment - The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose
a Chairman of the Board who shall be a director, and shall choose a
President, a Secretary and a Treasurer, none of whom need be directors.
Section 8.3. Additional Officers - The Board of Directors may
appoint a Vice Chairman of the Board, Vice-Presidents and one
or more Assistant Secretaries and Assistant Treasurers and such other
officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform
such duties as shall be determined from time to time by the Board of Directors.
Section 8.4. Salaries - The salaries and compensation of all officers of the
corporation shall be fixed by the Board of Directors.
Section 8.5. Vacancies - The officers of the corporation shall hold office
at the pleasure of the Board of Directors. Any officer elected or appointed
by the Board of Directors may be removed at any time by the Board of
Directors. -Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
Section 8.6. Chairman of the Board - The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and
shall see that all orders and resolutions of the Board of Directors are
carried into effect.
Section 8.7. Vice-Chairman - The Vice-Chairman shall, in the absence
or disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform such other
duties as the Board of Directors may from time to time prescribe.
Section 8.8. President - The President shall be the chief executive
officer of the corporation and shall have active management of the
business of the corporation. He shall execute on behalf of the
corporation all instruments requiring such execution except to the
extent the signing and execution thereof shall be expressly designated
by the Board of Directors to some other officer or agent of the corporation.
Section 8.9. Vice-President - The Vice-President shall act under the
direction of the President and in the absence or disability of the
President shall perform the duties and exercise the powers of the
President. They shall perform such other duties and have such other
powers as the President or the Board of Direct ors may from time
to time prescribe. The Board of Directors may designate one or
more Executive Vice- Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of t
he President shall descend to the Vice-Presidents in such specified order
of seniority.
Section 8.10. Secretary - The Secretary shall act under the direction
of the President. Subject to the direction of the President he shall
attend all meetings of the Board of Directors and all meetings of
the stockholders and record the proceedings. He shall perform like
duties for the standing committees when required. He shall give, or
cause to be given. notice of all meetings of the stockholders and
special meetings of the Board of Directors, and shall perform such
other duties as may be prescribed by the President or the Board of
Directors.
Section 8.11. Assistant Secretaries - The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they
shall, in the absence or disability of the Secretary, perform the duties and
exercise the powers of the Secretary. They shall perform such other
duties and have such other powers as the President or the Board of Directors
may from time to time prescribe.
Section 8.12. Treasurer - The Treasurer shall act under the direction
of the President. Subject to the direction of the President he shall
have custody of the corporate funds and securities and shall keep
full and accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered
by the President or the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the President and the
Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions
as Treasurer and of the financial condition of the corporation.
Section 8.13. Surety - If required by the Board of Directors, he
shall give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the
restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 8.14. Assistant Treasurer - The Assistant Treasurer in the
order of their seniority, unless otherwise determined by the President
or the Board of Directors, shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer.
They shall perform such other duties and have such other powers as
the President or the Board of Directors may from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9. 1. Share Certificates - Every stockholder shall be entitled to
have a certificate signed by the President or a Vice-President and the
Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned
by him in the corporation. If the corporation shall be authorized to issue
more than once class of stock or more than one series of any class,
the designations, preferences and relative, participating, optional or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set forth
in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.
Section 9.2. Transfer Agents - If a certificate is signed (a) by a transfer
agent other than the corporation or its employees or (b) by a registrar
other than the corporation or its employees. the signatures of the officers
of the corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate
shall cease to be such officer before such certificate is issued, such
certificate may be issued with the same effect as though the person had
not ceased to be such officer. The seal of the corporation, or a facsimile
thereof, may, but need not be, affixed to certificates of stock.
Section 9.3. Lost or Stolen Certificates - The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged
to have been lost or destroyed upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost or destroyed.
When authorizing such issue of a new certificate or certificates, the Board
of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost
or destroyed.
Section 9.4. Share Transfers - Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority
to transfer, it shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable to the corporation
regarding transfer and ownership of shares have been complied with, to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 9.5. Voting Shareholder - The Board of Directors may fix
in advance a date not exceeding sixty (60) days nor less than ten
(10) days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as a record date
for the determination of the stockholders entitled to notice of and to
vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such dividend, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholder
of record on the date so fixed, shall be entitled to notice of and to vote at
such meeting, or any adjournment thereof, or to receive payment of such
dividend. or to receive such allotment of rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid.
Section 9.6.Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to
be the exclusive owner for all purposes including voting and dividends,
and the corporation shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as other
wise provided by the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1. Dividends - Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors
at any regular or special meeting, pursuant to law. Dividends may
be paid in cash, in property or in shares of the capital stock, subject
to the provisions of the Articles of Incorporation.
Section 10.2. Reserves - Before payment of any dividend, there may be
set aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet contingencies,
or for equalizing dividends or for repairing or maintaining any property
of the corporation or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
Section 10.3. Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.4. Fiscal Year - The fiscal yew of the corporation shall be
fixed by resolution of the Board of Directors.
Section 10.5. Corporate Seal - The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution
of the Board of Directors. If a corporate seal is adopted, it shall have
inscribed thereon the name of the Corporation and the words
"Corporate Seals" and "Nevada". The seal may be used by
causing, it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil or criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the fullest extent legally
permissible under the General Corporation Law of the State of Nevada
from time to time against all expenses, liability and loss (including
attorneys' fees, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. The
expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an under-taking 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 is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person.
Such right of indemnification shall not be exclusive of any other right
which 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.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director
or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as
its representative in a partnership, joint venture, trust or other
enterprise against any liability asserted against such person and
incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further
Bylaws with respect to indemnification and may amend these
and such Bylaws to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Nevada.
ARTICLE TWELVE
AMENDMENTS
Section 12.1. By Shareholder - The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to
vote at any annual or special meeting of the stockholders, provided
notice of intention to amend shall have been contained in the notice
of the meeting.
Section 12.2. By Board of Directors - The Board of Directors by a majority
vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders
may from time to time specify particular provisions of the Bylaws
which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED this 2nd day of December 1997.
Terry Worthylake
Secretary
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of Healthcare
Resource Management and that The foregoing Bylaws
consisting of 11 pages, constitute the code of Bylaws of
Healthcare Resource Management, as duly adopted at a
regular meeting of the Board of Directors of the corporation
held December 2, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 2nd
day of, December, 1997
Terry Worthylake
Secretary
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AGREEMENT & PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization is entered into this 28 day
of February, 1999, by and between Healthcare Resource Management,
Inc., a Nevada corporation, with offices at 4440 North Ranch Drive,
Suite 170, Las Vegas, Nevada 89130 hereinafter referred to as "HRMI"
and RB Capital & Equities, Inc., a Nevada corporation, with offices at
16935 West Bernardo Drive, Suite 232, San Diego, California 92127,
hereinafter referred to as "RI3CE" are the parties hereto.
RECITALS
A. Healthcare Resources Management, Inc., is a publicly traded
Nevada corporation, having an authorized capital of 100,000,000
hares of $.001 par value of which 5,256,716 shares are outstanding.
B. Healthcare Resources Management, Inc. has a net worth of less
than $ 75,000. RB Capital & Equities, Inc., is a publicly held
Nevada corporation with 50,000,000 authorized $.001 par value
common stock of which 1,211,063 are outstanding.
C. The parties believe it to be in their mutual best interests for
Healthcare to acquire RB Capital & Equities as a subsidiary
pursuant to rule 368 (A)(1)(B) of the Internal
Revenue Code of 1986, as amended.
E. The parties desire to finalize the Agreement & Plan of Reorganization.
NOW THEREFORE, IN CONSIDERATION OF THEIR
MUTUAL PROMISES
COVENANTS SET FORTH HEREINAFTER, THE PARTIES
AGREE AS FOLLOW
1 . Condition precedent to finalization of plan:
A- HRMI will agree to reverse its present
outstanding common stock on a One for Ten
basis, 5,256,716 to 525,672.
2. Purchase: HRMI agrees to acquire 100% of the
common capital stock of RBCE in
exchange for post split common shares.
3. Exchange: HRMI agrees to issue Three Million
Six Hundred Thirty- Three Thousand, One Hundred
Eighty Three (3,633,183) shares of $.001 par value post
split shares for 100% of the common stock of RBCE
pursuant to Internal Revenues
Rule 836 (A)(1)(B) 1986, as amended. Said venture will be made
contemporaneously with the receipt of the share of RBCE. This
exchange is valid
for not less than 80% of the said shares.
4. Business Purpose: The purpose of this
transaction to provide HRMJ with an
operating subsidiary.
5. Intent: It is the intent of the parties hereto that HRMI
will change its name to Triad Industries, Inc. and that said
company will become a consolidating parent holding corporation.
6.Exempt Transaction: All parties acknowledge
and agree that any transfer of securities pursuant to this
Agreement will constitute an exempt isolated transaction
and that the securities received in such transfer or exchange
shall not be registered under federal or state securities law.
7. Transfer of Securities: All Parties acknowledge and agree
that the common stock of HRMI received by RBCE shall be
distributed directly to the shareholders of
RBCE in compliance with Rule 368 (A)(1)(B).
8. Unregistered Securities: The Parties acknowledge that the
shares of HRMI to be transferred to the RI3CE shareholders will
be registered securities and may not be
transferred by the shareholders unless subsequently
registered or an exemption from registration is available.
The certificates representing the shares issued to RBCE
shareholders will bear a legend to the effect that the shares
have not been registered and cannot be transferred unless
registered and an exemption is available.
9. Default: In the event any party defaults in performing
any of its duties or obligations under the Plan or Reorganization,
the party responsible for such default shall pay all costs
by any other party in enforcing its rights under this
Agreement or in obtaining damages for such default,
including costs of court and reasonable attorney fees, whether
incurred through legal action or otherwise and
whether incurred before or after judgement.
10. Notices: Any notice or correspondence required
or permitted to be given under this Agreement may be given
personally to an individual party or to an officer or
registered agent of a corporate party or may be given by
depositing such notice or correspondence in the U.S. mail,
postage prepaid, certified or registered, return
receipt requested, addressed to the parties at the following addresses:
Healthcare Resources Management, Inc.
4440 North Rancho Drive, Suite 170
Las Vegas, Nevada 89130
RB Capital & Equities, Inc.
16935 W. Bernardo Dr., Suite 232
San Diego, California 92127
Any notice given by mail shall be deemed to be delivered on the date
such notice is deposited in the U. S. mail. Any party may change its
address for purposes of this Agreement by giving written notice to
the other parties as provided above.
11. Binding: This Agreement shall be binding upon the parties
hereto and upon their respective heirs, representatives, successors
and assigns.
12. Governing Law: This Agreement shall be governed by
and construed under the laws of the State of Nevada.
13. Authority: The officers executing this Agreement
on behalf of corporate parties represent that they have
been authorized to execute this Agreement pursuant to
resolutions of the Boards of Directors of their respective
corporations.
14. Signatures: This Agreement and Plan of
Reorganization may be signed in counterparts.
IN WITNESS WHEREOF, the parties have executed this Plan of
Reorganization as of the day and year first written above.
HEALTHCARE RESOURCES RB CAPITAL & EQUITIES, INC.
MANAGEMENT, INC.
James B. Crowell Linda M. Bryson
President President
Dave Czoke Michael Kelleher
Secretary Secretary
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(after issuance of stock)
Filed
No. C22903-97
HEALTHCARE RESOURCES MANAGE.MENT, INC.
We the undersigned President and Secretary of Healthcare
Resources Management, Inc., do hereby certify:
That the Board of Directors of said corporation at a
meeting duly convened held on the 23rd day of March,
1998, adopted a resolution to amend the Articles of
the Incorporation
as follows:
Shares: (number of shares the corporation is
authorized to issue):
The aggregate number of shares which this Corporation
shall have authority to issue is 100,000,000 common
shares, par value $.001, and 50,000,000 preferred shares,
$0.001par value. One million (1,000,000) of the preferred
shares shall be designated as Class A Preferred shares and
shall have super voting power wherein each Class A Preferred
Shareholder shall receive 100 votes per share held and shall
have non-dilution rights and one million (1,000,000) of the
preferred shares shall be designated as Class B Preferred
Shares and shall have conversion rights wherein each Class
B Preferred Share may be converted into 10 shares of common
stock."
The number of shares of the corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation is 9,301,877; that the said change(s) and
amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each
class of stock outsstanding and entitled to vote thereon
James B. Crowell
President
State of California
County of Orange
On 4-23-98, personally appeared before me, a Notary Public,
James B. Crowell, who acknowledged that they executed the above
Instrument.
C. Ensign
Signature of Notary
