<PAGE>2
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB
General Form for Registration of Securities of Small
Business Issuers
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
E-REX, INC.
(Exact name of Small Business Issuer in its charter)
NEVADA 88-0292890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
1916 Pike Place, Suite 1405, Seattle, WA 98101
(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code: (206) 521-2090
Securities to be registered pursuant to Section 12(b) of the Act:
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
Forward-Looking Statements and Associated Risk. This Registration
Statement contains forward-looking statements including statements
regarding, among other items, the Company's growth strategies, and
anticipated trends in the Company's business and demographics. These
forward-looking statements are based largely on the Company's
expectations and are subject to a number of risks and uncertainties,
certain of which are beyond the Company's control. Actual results
could differ materially from these forward-looking statements as a
result of the factors described in this section "Risk Factors,"
including among others, regulatory or economic influences.
<PAGE>3
ITEM 1. DESCRIPTION OF BUSINESS
A. E-Rex, Inc. (the "Company"), a Nevada corporation, was incorporated
on August 26, 1986 as P.R. Stocks, Inc. On February 26, 1992, the
Company changed its name to National Health & Safety Corporation. On
November 12, 1992, the Company changed its name to Medgain
International Corporation. On June 20, 1994 the Company changed its
name to E-Rex, Inc.
On February 20, 1999 the Company entered into a merger agreement with
Plantech Communications Systems, Inc. ("Plantech"), a privately held British
Columbia, Canada, Corporation. Plantech was a development stage enterprise
in the software, computer and internet area. From its inception in 1992
Plantech had no revenues.
Under the terms of the merger agreement, Plantech shareholders received one
share of the Company's common stock for each outstanding share of Plantech
stock. The Company issued 8,137,616 shares of its common stock in exchange
for all the Plantech common shares outstanding as of February 20, 1999.
Plantech's results of operations are included in the Company's statement of
operations from the date of merger, February 20, 1999, forward. The
following table sets forth certain results of operations for the periods
presented as if the Plantech business combination had been consummated on the
same terms at the Plantech inception in 1992.
Inception
Jan. 1, 1999 (8/26/86)
to Feb. 20, to Dec. 31,
1999 1998
Revenues $ - $ -
Net <loss> $ <230,954> $ <616,086>
Corporate Operations. The Company is a development stage enterprise
in the computer software, hardware and internet areas.
Product. The Company shall market the "Dragonfly," a portable, multi-
function color printer, copier, fax and scanner with internet and e-
mail. The unit features a touch screen and is designed to operate
with the ease and simplicity of a copy machine for all phases of its
operation. The Dragonfly incorporates Sun Microsystems Java and Jini
technology and represents the first generation of "smart" products
combining the internet with new technology, competitive pricing and
shorter production time. By building on the network connectivity
provided by Java, the product supports a diverse range of connectivity
options, ranging from satellite uplink to ordinary and cellular modems
and Ethernet networks.
Pricing of the Company's product has not yet been determined.
The Company is presently completing the initial prototypes of the
"Dragonfly" after two "Dragonfly" mock-up prototypes were successfully
demonstrated at the Java One conference at the Moscone Centre in San
Francisco sponsored by Sun MicroSystems. The Company is currently
negotiating a technology and licensing agreement with Sun Microsystems.
The approximate time frame including testing of these prototypes will
be 2-3 months simultaneously negotiating with interested financial
parties to secure the necessary capital for commencement operations.
As soon as the initial prototypes are fully operational, demonstrations
with major OEM corporations will be arranged.
Marketing. The Company intends to market its products directly
through the internet and print media, as well as through other avenues,
during the second half of 1999.
Manufacturing. The Company does not intend to establish its own
manufacturing plant. The production plan entails coordination and
liaison with existing manufacturing facilities. The Company will
provide quality control personnel at these plants and will also
maintain research and development facilities in North America.
Research and Development. The Company utilized the subcontract's
fully equipped mechanical and electrical research and testing
facilities at British Columbia Institute of Technology.
<PAGE>4
Competition. There is significant competition in the computer
software, hardware and internet industries. The Company competes with
established companies and other entities (many of which possess
substantially greater resources than the Company). Almost all
of the companies with which the Company competes are substantially
larger, have more substantial histories, backgrounds, experience and
records of successful operations, greater financial, technical,
marketing and other resources, more employees and more extensive
facilities than the Company now has, or will have in the foreseeable
future. It is also likely that other competitors will emerge in the
near future. There is no assurance that the Company will compete
successfully with other established computer software and internet
companies. The Company shall compete on the basis of quality and
price. Inability to compete successfully might result in increased
costs, reduced yields and additional risks to the investors herein.
Dependence on One or a Few Major Customers. The Company does not
expect that any single customer will account for more than ten percent
of its business.
Employees. The Company currently employs no full time persons or part
time persons. The Company shall employ individuals as required. The
Company subcontracts as required
Seasonal Nature of Business Activities. The Company's business
activities are not seasonal.
Item 2. Management's Discussion and Analysis or Plan of Operation
Trends and Uncertainties. Demand for the Company's products and
services will be dependent on, among other things, market acceptance of
the Company's concept, its proposed operations and general economic
conditions that are cyclical in nature. Inasmuch as a major portion of
the Company's activities will be the receipt of revenues from the sales
of its products and services, the Company's business operations, upon
commencement, may be adversely affected by the Company's inability to
obtain the necessary financing, competitors and prolonged recessionary
periods.
Capital and Source of Liquidity. The Company requires substantial
capital in order to meet its ongoing corporate obligations and in order
to continue and expand its current and strategic business plans.
Initial working capital has been primarily obtained through advances
from the Company's chief executive officer.
The Company does not anticipate receipt of any revenues from its
products and services in the short term.
The Company received proceeds from the sale of Common Stock of $41,666
for the six months ended June 30, 1999 resulting in net cash provided
by financing activities of $41,666.
The Company conducted no financing activities for the six months ended
June 30, 1998.
The Company had no investing activities for the six months ended June
30, 1999.
The Company had no investing activities for the six months ended June
30, 1998.
Results of Operations. Since inception, the Company has not received
any revenues from operations. For the six months ended June 30, 1999,
the Company had a net loss of $305,802. The Company had a
depreciation expense of $210 and issued common stock valued at $2,600
for services for the six month period ended June 30, 1999. The
Company had an increase in accounts payable to $98,407 and a decrease
in other expenses of $12,925 resulting in net cash used in operating
activities of ($217,509).
General and administrative expenses were $80,069 and consisted
primarily of accounting and audit fees of $20,208, written off-business
combination costs of $10,785, legal fees and disbursements of $13,043,
rent of $6,814, wages of $25,836, management fees of $1,646, travel
expenses of $3,540, trade shows and exhibitions of $6,995, transfer
agent fees of $2,350, office supplies of $1,385 and an adjustment item
<PAGE>5
of ($12,533) due to the Company's inability to obtain detailed
information regarding some of the above items for the six months ended
June 30, 1999. Research and development expenses were $224,269 for the
six months ended June 30, 1999.
For the six months ended June 30, 1998, the Company had a net loss of
$8,850. General and administrative expenses were $8,850 and consisted
primarily of accounting and audit fees of $1,500, legal fees and
disbursements of $1,500, telecommunications of $1,500, office supplies
of $300, automobile expenses of $500, business promotion and
entertainment of $500 and miscellaneous expenses of $3,050 for the six
months ended June 30, 1998.
Plan of Operation. The Company is not delinquent in any of its
obligations even though the Company has generated no operating
revenues. However, the Company continues its efforts to raise
capital. The Company does not currently have sufficient capital to
continue operations for the next twelve months and will have to raise
additional capital to meet its business objectives as well as 1934 Act
reporting requirements. The Company intends to pursue its business
plan and meet its reporting requirements utilizing cash made available
from advances by Dr. Bauer, its chief executive officer and the private
and future public sale of its securities. The Company's management is
of the opinion that revenues from the sales of its securities will be
sufficient to pay its expenses until its business operations create
revenue.
The Company is presently completing the initial prototypes of the
"Dragonfly" after two "Dragonfly" mock-up prototypes were successfully
demonstrated at the Java One conference at the Moscone Centre in San
Francisco sponsored by Sun MicroSystems.
The approximate time frame including testing of these prototypes will
be 2-3 months simultaneously negotiating with interested financial
parties to secure the necessary capital for operations.
As soon as the initial prototypes are fully operational, demonstrations
with major OEM corporations will be arranged.
The Company will not establish its own manufacturing plant, however, it
will provide quality control personnel at these plants and will also
maintain research and development facilities to secure development of
products presently in the planning stage. The Company does not expect
to purchase any significant plant or equipment within the next twelve
months.
Other than described above, the Company does not expect significant
changes in the number of employees during the next twelve months.
On a long-term basis, the Company's liquidity is dependent on
commencement of operations, revenue generation, additional infusions of
capital and potential debt financing. Company management believes
that additional capital and debt financing in the short term will allow
it to commence its business plan and thereafter result in revenue and
greater liquidity in the long term. However, there can be no assurance
that the Company will be able to obtain the needed additional equity or
debt financing in the future.
Year 2000 Compliance Issues. The Company has established a plan to
address Year 2000 issues. Successful implementation of this plan is
expected to mitigate any extraordinary expenses related to the Year
2000 issue. The Company has a reasonable basis to conclude that the
Year 2000 issue will not materially affect future financial results, or
cause reported financial information not to be necessarily indicative
of future operating results or future financial conditions. The plan is
that the Company has or is installing all new information technology
systems, including computer hardware and software which are Year 2000
compliant. This is the first generation of equipment and software for
the Company since it has just recently begun operations. The cost of
complying with any Year 2000 issues is deemed to be immaterial due to
the state of development the Company is currently in. Additionally
all contractors will be required to prove compliance to relevant Year
2000 issues prior to commencing work for or with the Company.
<PAGE>6
The Company plans to contact all material customers, vendors, suppliers
and non-information technology suppliers (if any) regarding their Year
2000 state of readiness. This process will be conducted over the next
six to nine months. No assurance can be given that the Year 2000
compliance plan will be completed successfully by the Year 2000. The
Company's current contingency plan is simplistic and involves operating
on a manual basis for a short period of time without interruption of
service or quality.
Successful and timely completion of the Year 2000 project is based on
management's best estimates derived from various assumptions of future
events. These events are inherently uncertain, including the progress
and results of vendors, suppliers and customers Year 2000 readiness.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company's executive and northern research facility is located in
downtown Squamish, a 45 minute drive from North Vancouver. Located in
the Mountain View Building, these facilities include 1,700 square feet
of space including several development stations, an extensive 1,200
book technical library and a hardware prototyping station. The
facilities also include general office space, a high speed internet
connection and a multi-platform network testbed. These facilities are
leased on an annual basis at the monthly lease rate of $700.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are currently 14,805,832 Common Shares outstanding. The
following tabulates holdings of shares and other securities of the
Company by each person who, subject to the above, at the date of this
prospectus, holds of record or is known by Management to own
beneficially more than 5.0% of the Common Shares and, in addition, by
all directors and officers of the Company individually and as a group.
Each named beneficial owner has sole voting and investment power with
respect to the shares set forth opposite his name.
Shareholdings at Date of
This Prospectus
<TABLE>
<CAPTION>
Percentage of
Number & Class(1) Outstanding
Name and Address of Shares Common Shares
<S> <C> <C>
Adolf (Adi) Bauer 7,977,616 53.88%
Suite 102, 145 West 15th Street
North Vancouver, B.C. V7M 1R9
Paul MacPherson 112,000 .76%
P.O. Box 603, Guelph
Ontario, Canada N1H 6L3
Steven E. Owlett 1,100,000 7.43%
P.O. 1032
Wellsboro, PA 16901
Rod Patterson 20,000 .14%
#805 - 1250 Bute Street
Vancouver, British Columbia V6E-1Z9
Officers and Directors as a Group
(4 persons) 9,209,616 62.20%
(1) Dr. A.F. Bauer is CEO, President and a Director of the Company.
(2) Steven E. Owlett is General Counsel and a Director of the Company.
(3) Paul R. MacPherson is a Director of the Company
(4) Rod Patterson is CFO and Secretary of the Company.
(1)Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, beneficial ownership of a security consists of sole or shared
voting power (including the power to vote or direct the voting) and/or
sole or shared investment power (including the power to dispose or
direct the disposition) with respect to a security whether through a
contract, arrangement, understanding, relationship or otherwise.
Unless otherwise indicated, each person indicated above has sole power
to vote, or dispose or direct the disposition of all shares
beneficially owned, subject to applicable unity property laws.
<PAGE>7
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Board of Directors. The following persons listed below have been
retained to provide services as director until the qualification and
election of his successor. All holders of Common Stock will have the
right to vote for Directors of the Company. The Board of Directors has
primary responsibility for adopting and reviewing implementation of the
business plan of the Company, supervising the development business
plan, review of the officers' performance of specific business
functions. The Board is responsible for monitoring management, and
from time to time, to revise the strategic and operational plans of the
Company. Directors receive no cash compensation or fees for their
services rendered in such capacity. The directors will serve until the
next annual meeting scheduled for the fourth quarter of 1999.
The Executive Officers and Directors are:
</TABLE>
<TABLE>
<CAPTION>
Name Position Term(s) of Office
<S> <C> <C>
Adolph (Adi) Bauer President, Director February 20, 1999
To present
Paul Macpherson Director February 20, 1999
To present
Rod Patterson Chief Financial Officer February 20, 1999
Secretary To present
Steve Owlett Director February 20, 1999
To present
</TABLE>
Mr. Bauer will devote approximately 100% of his time to the business
until circumstances justify additional commitments of time. Mr.
Patterson will devote approximately 20% of his time to the business.
Resumes:
Adolf (Adi) Bauer. Dr. Bauer is currently the Chief Executive Officer
and a Director of the Company. Dr. Bauer incorporated Plantech
Communications Systems, Inc., a computer software company in January
1992 and served as its president and chief executive officer until its
merger into the Company in February 1999. Dr. Bauer received his
Austrian Federal Diploma in mechanical engineering (Dr. Eng.) from
Technische Hochschule (University), Vienna, Austria in 1948.
Over the past forty years, Dr. Bauer has engaged in management and
consulting assignments on a self-employment basis on multi-billion
dollar engineering and construction projects in Europe, North America,
South America, Australia, the Far East and the Middle East. These
projects were completed for entities such as Bechtel, Inc.,
International Consulting Firm, D.M.J.M./A.T.E. Joint Venture (1979-
1981), Trans Canada Pipelines (1982-1983) and Canadian Hi-Tech Control
Systems Ltd. (1981).
Paul MacPherson. Mr. MacPherson is a Director of the Company. From
1977 to present, Mr. MacPherson has been President of Valcom, Ltd., a
company engaged in computer software design and testing. Mr.
MacPherson was a Director of Lanvista Corporation from 1990 to 1997.
From 1990 to 1998, Mr. MacPherson was a member of Air Industries
Association of Canada Small and Medium Siz Companies Policy Committee.
Mr. MacPherson graduated with a B.A. in Social Studies from McMaster
University in 1957. Mr. MacPherson graduated with a M.B.A. in
Business Adminstration from the University of Western Ontario in 1963.
Rod Patterson. Mr. Patterson is Chief Financial Officer and Secretary of
the Company. Rod Patterson. Mr. Patterson has over 25 years as a General
Public Accountant. He has previously served as Secretary-Treasurer of a
School Board for five years, and as a Cost Accountant for a large steel
warehousing and distribution plant having annual sales in excess of $50
million. In addition, he has worked with a Chartered Bank as Branch
Accountant. He has worked for Plantech for the last five years as an
administrative manager/ financial officer. He has worked as an independent
accountant for a number of corporations for twelve years. Background in
accounting, taxation, and Canadian and US securities law.
<PAGE>8
Steven E. Owlett, Esquire. Mr. Owlett is a Director of the Company, From
1987 to present, Mr. Owlett has worked as an attorney at Spencer, Gleason &
Hebe. His practice includes all phases of general practice, including
municipal, enviRodmental, natural resources, workmens compensation, criminal
and domestic litigation and appellate. Since May 1992 to present, Mr.
Owlett has worked as a part-time consultant emphasizing enviRodmental law and
natural resources. Mr. Owlett received a Bachelor of Arts degree in
enviRodmental science from Franklin & Marshall College in 1980. In 1986,
Mr. Owlett received a Juris Doctor degree from the Northwestern School of Law
where he was on the EnviRodmental Law Review and received a Certificate of
Achievement in EnviRodmental/Natural Resources Law.
Remuneration. No salaries have been paid to executive officers and
there are currently no proposed employment arrangements.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of June 30, 1999 the Company had approximately $65,000 in advances
due to Dr. Bauer, its chief executive officer and director.
The Company entered into a oral contract for design and integration
work with Valcom, Ltd., an entity controlled by Mr. MacPherson, a
director of the Company. Valcom, Ltd. shall supply five prototypes of
the Dragonfly. The work is to be done on an ongoing basis. To date,
the Company has paid $50,000Canadian ($31,336US) on account.
ITEM 8. DESCRIPTION OF SECURITIES
Qualification. The following statements constitute brief summaries of
the Company's Certificate of Incorporation and Bylaws, as amended.
Such summaries do not purport to be complete and are qualified in their
entirety by reference to the full text of the Certificate of
Incorporation and Bylaws.
Common Stock. The Company's articles of incorporation authorize it to
issue up to 100,000,000 Common Shares, $.001 par value per Common
Share. All outstanding Common Shares are, and the Common Shares offered
hereby will be when legally issued, fully paid and non-assessable.
Liquidation Rights. Upon liquidation or dissolution, each outstanding
Common Share will be entitled to share equally in the assets of the
Company legally available for distribution to shareholders after the
payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the
rights of the Board of Directors to declare dividends out of any funds
legally available therefor. The Company has not paid dividends to date
and it is not anticipated that any dividends will be paid in the
foreseeable future. The Board of Directors initially may follow a
policy of retaining earnings, if any, to finance the future growth of
the Company. Accordingly, future dividends, if any, will depend upon,
among other considerations, the Company's need for working capital and
its financial conditions at the time.
Voting Rights. Holders of Common Shares of the Company are entitled
to cast one vote for each share held at all shareholders meetings for
all purposes.
Other Rights. Common Shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional Common Shares in the event of a subsequent
offering.
Transfer Agent. Nevada Agency and Trust Company acts as the
Company's transfer agent.
<PAGE>9
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
EQUITY AND RELATED STOCKHOLDER MATTERS
The Company Common Stock is listed for trading under the symbol "EREX"
in the over-the-counter market on the OTC Bulletin Board maintained by
the NASD.
The following table sets forth the range of high and low bid quotations
for the Company's common stock for each quarter since the Company
commenced trading on June 17, 1998, as reported on the NASD Bulletin
Board, by Herzog, Pinson, Alexander, Frankel, Wein Securities, Sharp,
Acap, Hill Thompson, Meyerson, Knight, Andrew Garrett and NAIB, the
Company's market makers. The quotations represent inter-dealer
prices without retail markup, markdown or commission, and may not
necessarily represent actual transactions.
<TABLE>
<CAPTION>
Quarter Ended High Bid Low Bid
<S> <C> <C>
6/30/98 .04 .04
9/30/98 .04 .04
12/30/98 .30 .04
3/31/99 .91 .25
6/30/99 1.50 .625
</TABLE>
The Company has never paid any cash dividends nor does it intend, at
this time, to make any cash distributions to its shareholders as
dividends in the near future.
As of June 30, 1999, the number of holders of Company's common stock
was 135.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings nor is the Company
aware of any disputes that may result in legal proceedings.
In 1993 the Company initiated legal action against a former merger
candidate, and several of its principals, primarily to recover monies
advanced to the merger candidate and not returned to the Company when
the merger was not consummated.
In October, 1997 a settlement agreement relating to the above action
was entered into. In November 1997 the Company received, net of
attorney's fees, $120,726 to settle this matter.
The Company received a Writ of Summons in Vancouver, B.C. from Gerry
Wolfe. Mr. Wolfe is suing for breach of a contract to pay him a
finders fee for raising money for Plantech. Mr. Wolfe is suing
Plantech, the Company and Dr. Bauer. Mr. Wolfe did not effectuate
proper service on all parties. Management contends Mr. Wolfe did not
raise any funds on behalf of Plantech and expects the outcome of any
litigation to be favorable to the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
During the Company's two most recent fiscal years or any later interim
period, there have been no changes in or disagreements with the
Company's principal independent accountant or a significant
subsidiary's independent accountant.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
In the fourth quarter of 1997, the Company issued 30,000 Common Shares
for services at $.001 per Common Share to the following individuals
Name Number of Shares
Suzy Frost 10,000
Curtis M. Jamison 10,000
Elliott Pearson 10,000
These issuances were made to sophisticated investors pursuant to
Section 4(2) of the Securities Act of 1933.
<PAGE>10
In November 1998, the Company issued 1,682,000 for services valued at
$.001 per Common Shares to the following individuals.
Name Number of Shares
Elliott Pearson 1,050,000
Curtis M. Jamison 500,000
Lorita Chittenden 32,000
Suzy Frost 100,000
These issuances were made to sophisticated investors pursuant to
Section 4(2) of the Securities Act of 1933.
In the December 1998 and the first quarter of 1999, the Company issued
2,009,000 Common Shares to the following individuals.
Ontor N.V. Limited 250,000
Marrick Investments Limited 250,000
Skyridge Holdings, Inc. 100,000
Bellgate Ltd. 250,000
White Star, Inc. 249,500
Cardav Finance S.A. 249,500
Algorie, Inc. 250,000
Steven E. Owlett (services) 100,000
Paul Daust (services) 300,000
Mark McDonald 10,000
These issuances were made in compliance with Rule 504, Regulation D of
the Securities Act of 1933 by Company's management. No commissions or
other remuneration was paid to anyone.
In December 1998, the Company issued an aggregate of 100,000 for
services valued at .10 per Common Share to Paul Daust.
This issuance was made to a sophisticated investor pursuant to Section
4(2) of the Securities Act of 1933.
During February 1999, the Company issued 9,977,616 to the following
individuals as part of the business combination with Plantech
Communications Systems
Dr. A.F. Bauer 7,977,616
Paul Daust 1,000,000
Steven E. Owlett, Esq. 1,000,000
These issuances were made to sophisticated investors pursuant to
Section 4(2) of the Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification. The Company shall indemnify to the fullest extent
permitted by, and in the manner permissible under the laws of the State
of Nevada, any person made, or threatened to be made, a party to an
action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he is or was a director or
officer of the Company, or served any other enterprise as director,
officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the
Company to indemnify any person, other than a director or officer, made
a party to any action, suit or proceeding by reason of the fact that
he/she is or was an employee of the Company.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by
a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceedings) is asserted by
such director, officer, or controlling person in connection with any
securities being registered, the Company will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issues.
<PAGE>11
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE CORPORATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE
AGAINST PUBLIC POLICY BY THE SECURITIES AND EXCHANGE COMMISSION AND IS
THEREFORE UNENFORCEABLE.
<PAGE>12
PART F/S
The following financial statements required by Item 310 of Regulation
S-B are furnished below:
Unaudited Balance Sheet dated June 30, 1999
Unaudited Statement of Operations for the six months ended June 30,
1999 and 1998
Unaudited Statement of Cash Flows for the six months ended June 30,
1999 and 1998
Notes to Financial Statements
Independent Auditor's Report dated May 28, 1999
Balance Sheets - March 31, 1999
Statement of Operations for the Period From Inception (August 26, 1986)
to March 31, 1999
Statement of Stockholders' Equity for the Period From Inception (August
26, 1986) to March 31, 1999
Statement of Cash Flows for the Period From Inception (August 26, 1986)
to March 31, 1999
Notes to Financial Statements
<PAGE>13
E-Rex, Inc.
(A Development Stage Company)
Balance Sheet
June 30, 1999
ASSETS
Current Assets
Cash 203
-----
Total current assets 203
Fixed Asset
Furniture and equipment 4,938
<Less> Accumulated depreciation <2,744>
Total fixed assets 2,194
Other Assets
Deposit 31,336
-------
Total other assets 31,336
-------
$33,733
=======
LIABILITIES AND STOCKHOLDERS' EQUITY <DEFICIT>
Current Liabilities
Accounts Payable $98,407
Accrued Expenses 12,925
-------
Total current liabilities 111,332
Stockholders' Equity <Deficit>
Common stock, $.001 par value,
100,000,000 shares authorized;
15,231,832 shares issued and
outstanding 15,232
Additional paid-in - capital 537,514
<Deficit> accumulated during
development stage <630,345>
--------
Total stockholders' equity <deficit> <77,599>
$ 33,733
========
See accompanying notes to financial statements.
<PAGE>14
E-Rex, Inc.
(A Development Stage Company)
Statements of Operations
For the six months ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Six Six
Months Months
Ended Ended
June 30, June 30,
1999 1998
<S> <C> <C>
Revenues $ - $ -
Expenses:
Research & Development $224,269 $ -
General and
Administrative 80,069 8,850
-------- -------
<Loss> from
operations $304,338 $ 8,850
Other Income:
Interest income - -
-------- -------
Income <loss>
before income
taxes $304,338 $ 8,850
Income taxes - -
-------- -------
NET INCOME<LOSS>
Basic EPS $ <.02> $ <.01>
Weighted average
shares outstanding 15,231,832 818,716
</TABLE>
See accompanying notes to financial statements.
<PAGE>15
E-Rex, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the six months ended June 30, 1999 and 1998
<TABLE>
<CAPTION>
Six Six
Months Months
Ended Ended
June 30, June 30,
1999 1999
<S> <C> <C>
Cash flows from/<for>
operating activities
Continuing operations
Income <loss>
from operations $(305,802) $(8,850)
Adjustments to reconcile
net income <loss> to net
cash provided <used> by
operating activities:
Depreciation Expense 210 -
Stock issued for
Services 2,600 -
Changes in operating
assets and operating
liabilities
Accounts payable 98,407 -
Other (12,925) 8,850
-------- ------
Net Cash provided<Used> by
operating Activities (217,509) -
Cash flows from/<for>
financing activities
Proceeds from issuance
of common stock 41,666 -
-------- ------
Net Cash provided by
financing activities 41,666 -
-------- ------
Net increase (decrease)
in cash (175,844) -
Cash at beginning of
Period $176,047 -
-------- ------
Cash at end of period $ 203 -
</TABLE
Supplemental cash flows information:
Cash paid during the period for:
</TABLE>
<TABLE>
<S> <C> <C>
Interest $ - $ -
Income taxes $ - $ -
Noncash financing
transactions:
Issuance of common
stock for services $ 2,600 $ -
</TABLE>
See accompanying notes to financial statements.
<PAGE>16
E-Rex, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 1999
NOTE 1 - Summary of Significant Accounting Policies
Nature of Operations
E-Rex, Inc. (the "Company"), a Nevada corporation, was incorporated on
August 26, 1986 as P.R. Stocks, Inc. On February 26, 1992, the Company
changed its name to National Health & Safety Corporation. On November
12, 1992, the Company changed its name to Medgain International
Corporation. On June 20, 1994 the Company changed its name to E-Rex,
Inc. On February 20, 1999 the Company entered into a business
combination (see Note 5). To date, the Company has had no revenues.
The Company is in the development stage.
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 normal course of
business. The Company incurred a net loss of $630,345 for the period
from inception (August 26, 1986) to June 30, 1999. This factor, among
others, raises substantial doubt as to the Company's ability to
continue as a going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no
assurance management will be successful in its endeavors.
NOTE 3 - Development stage company
A development stage company is one for which principal operations have
not commenced or principal operations have generated an insignificant
amount of revenue. Management of a development stage company devotes
most of its activities to establishing a new business. Operating
losses have been incurred through June 30, 1999, and the Company
continues to use, rather than provide, working capital in this
operation. Although management believes that it is pursuing a course
of action that will provide successful future operations, the outcome
of these matters is uncertain.
NOTE 4 - Related party transactions
As of June 30, 1999 the Company had approximately $65,000 in advances
due to it chief executive officer/director/shareholder. This amount is
included on the balance sheet in accounts payable.
The Company entered into a contract for design and integration work
with an entity controlled by one of the Company's
directors/shareholders. The $31,336 deposit on the balance sheet as of
June 30, 1999 was with this entity.
<PAGE>17
E-REX, INC.
Financial Statements
March 31, 1999
JAAK (JACK) OLESK
Certified Public Accountant
270 North Canon Drive, Suite 203
Beverly Ells, California 90210
(310) 288-0693
INDEPENDENT AUDITOR'S REPORT
To the Shareholders and Board of Directors E-Rex, Inc.
I have audited the accompanying balance sheet of E-Rex, Inc. (a development
stage company) as of March 31, 1999, and the related statements of
operations, stockholders, equity and cash flows for the three months ended
March 31, 1999, the year ended December 31, 1998, the year ended December 31,
1997 and for the period from inception (August 26, 1986) to March 31, 1999.
These financial statements are the responsibility of Company's management.
My responsibility is to express an opinion on these financial statements
based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audits provide a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of E-Rex, Inc. (a development
stage company) as of March 31, 1999, and the results of its operations and
its cash flows for the three months ended March 31, 1999, the year ended
December 31, 1998, the year ended December 31, 1997 and for the period from
inception (August 26, 1986) to March 31, 1999 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Jack Olesk, CPA
Beverly Hills, California
May 28, 1999
<PAGE>18
E-Rex, Inc.
(A Development Stage Company)
Balance Sheet
March 31, 1999
ASSETS
Current Assets $ 33,154
Cash
Total current assets 33,154
Fixed Asset
Furniture and equipment 4,938
<Less> Accumulated depreciation <2,534>
Total fixed assets 2,404
Other Assets
Deposit 31,336
Total other assets 31,336
$66,894
LIABILITIES AND STOCKHOLDERS' EQUITY <DEFICIT>
Current Liabilities
Accounts Payable $96,684
Accrued Expenses 7,000
Total current liabilities 103,684
Stockholders' Equity <Deficit>
Common stock, $.001 par value,
100,000,000 shares authorized;
14,805,832 shares issued and
outstanding 4,806
Additional paid-in - capital 502,782
<Deficit> accumulated during
development stage <554,378>
Total stockholders' equity <deficit> <36,790>
$ 66,894
See accompanying notes to financial statements.
<PAGE>19
E-Rex, Inc.
(A Development Stage Company)
Statements of Operations
For the period from inception (August 26, 1986) to March 31, 1999
<TABLE>
<CAPTION>
Three
Months Year Year Inception
Ended Ended Ended (8/26/86)
Mar. 31 Dec. 31, Dec. 31, to Mar. 31,
1999 1998 1997 1999
<S> <C> <C> <C> <C>
Revenues $ $ $ $
Expenses:
General and
Administrative 229,835 27,703 68,704 676,543
<Loss> from
operations <229,835> <27,703> <68,704> <676,543>
Other Income:
Interest income - 1,210 229 1,439
Recovery from
lawsuit - - $120,726 120,726
Income <loss>
before income
taxes <229,835> <26,493> 52,251 <554,378>
Income taxes - - - -
NET INCOME<LOSS>$<229,835> $ <26,493> $ 52,251 $<554,378>
Basic EPS $ <.03> $ <.02> $ .06 $ <.53>
Weighted average
shares outstanding7,695,421 1,178,841 803,195 1,042,857
</TABLE>
See accompanying notes to financial statements.
<PAGE>20
E-Rex, Inc.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity
For the period from inception (August 26, 1986) to March 31, 1999
<TABLE>
<CAPTION>
<Deficit>
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Common shares issued
on Aug. 26, 1986,
for $.044 per share 250,000 $250 $ 10,750 $- $11,000
Common shares issued
to the public for
$1.00 per share-1987 93,215 93 93,122 - 93,215
Deferred offering cost
offset against additional
paid-in capital-1987 - - <7,663> - <7,663>
Common shares issuance
on Feb. 4, 1992, for
$1.00 per share 166,716 167 166,549 - 166,716
Deferred offering costs
offset against additional
paid-in capital-Feb.,1992 - - <26,l25> - <26,125>
Common shares issued on
Feb. 4, 1992 for
Services 136,785 137 27,220 27,357
Common shares issued
to the public on
Feb. 3, 1993 for $4.00
per share 32,000 32 127,968 - 128,000
Deferred offering costs
offset against additional
paid-in capital-Feb.,1993 - - <74,239> - <74,239>
Common shares issued for
legal services on April
29, 1993 110,000 110 21,890 22,000
Net <loss> for period
from inception
August 28, 1986 through
December 31, 1996 - - - <350,301> <350,301>
Balance, Dec. 31,1996 788,716 $789 $ 339,472 $<350,301> $<10,040>
</TABLE>
See accompanying notes to financial statements.
<PAGE>21
E-Rex, Inc.
(A Development Stage Company)
Statements of Changes in Stockholders' Equity (Continued)
For the period from inception (August 26, 1986) to March 31, 1999
<TABLE>
<CAPTION>
<Deficit>
Accumulated
Additional During the
Common Stock Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Balance, Dec. 31, 1996 788,716 $ 789 $339,472 $<350,301> $ <10,040>
Common Shares issued
for services
Sept., 1997 30,000 30 - - 30
Net income for the year
ended Dec. 31, 1997 - - - 52,251 52,251
Balance, Dec. 31, 1997 818,716 819 339,472 <298,050> 42,241
Common shares
issued for services,
Nov., 1998 1,682,000 1,682 1,000 - 2,682
Common shares issued
in Rule 504 offering,
Nov. and Dec., 1998 1,539,500 1,539 152,410 - 153,949
Common shares issued
for services, Dec.,1998 100,000 100 9,900 - 10,000
Net <loss> for
year ended
Dec. 31, 1998 - - - <26,493> <26,493>
Balance, Dec. 31, 1998 4,140,216 4,140 502,782 <324,543> 182,379
Common shares
issued for
business combination,
February, 1999 8,137,616 8,138 - 8,138
Common shares
issued for
services during three
months ended
March 31, 1999 2,528,000 2,528 2,528
Net <loss> for three
months ended
March 31, 1999 - - - <229,835> <229,835>
Balance, March 31,
1999 14,805,832 $14,806 $502,782 $<554,378> <36,790>
</TABLE>
See accompanying notes to financial statements.
<PAGE>22
E-Rex, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the period from inception (August 26, 1986) to March 31, 1999
<TABLE>
<CAPTION>
Three
Months Year Year Inception
Ended Ended Ended (8/26/86)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
1999 1998 1997 1999
<S> <C> <C> <C> <C>
Cash flows from/<for>
operating activities
Continuing operations
income <loss>
from operations $<229,835> $<26,493> $ 52,251 $<554,378>
Adjustments to reconcile
net income <loss> to net
cash provided <used> by
operating activities
Stock issued for
Services 2,528 12,682 30 64,596
Changes in operating
assets and operating
liabilities
Accounts payable 86,549 <366> 460 96,684
Other <12,801> <16,467> - <29,268
Net Cash provided
<Used> by
operating Activities <153,559> <30,644> 52,741 <422,366>
Cash flows from/<for>
financing activities
Proceeds from issuance
of common stock,
including paid-in
capital 10,666 153,950 - 563,547
Offering costs - - - <108,027>
Net Cash provided by
financing activities 10,666 153,95 - 455,520
Net increase (decrease)
in cash <142,893> 123,306 - 455,520
Cash at beginning of
Period 176,047 52,741 - -
Cash at end of period $ 33,154 $176,047 $ 52,741 $33,154
</TABLE
Supplemental cash flows information:
Cash paid during the period for:
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
Noncash financing
transactions:
Issuance of common
stock for services $ 2,52 $ 12,682 $30 $64,596
</TABLE>
See accompanying notes to financial statements.
<PAGE>23
E-Rex, Inc.
(A Development Stage Company)
Notes to Financial Statements
March 31, 1999
NOTE 1 - Summary of Significant Accounting Policies
Nature of Operations
E-Rex, Inc. (the "Company"), a Nevada corporation, was incorporated on
August 26, 1986 as P.R. Stocks, Inc. On February 26, 1992, the Company
changed its name to National Health & Safety Corporation. On November
12, 1992, the Company changed its name to Medgain International
Corporation. On June 20, 1994 the Company changed its name to E-Rex,
Inc. On February 20, 1999 the Company entered into a business
combination (see Note 5). To date, the Company has had no revenues.
The Company is in the development stage.
Cash Equivalents
Cash equivalents consist of funds invested in money market accounts and
in investments with a maturity of three months or less when purchased.
Earnings <Loss> Per Share
The computation of earnings <loss> per share of common stock is based
on the weighted average number of shares outstanding during the period
presented.
Issuance of Shares for Services
Valuation of shares for services is based on the fair market value of
services.
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 Taxes
The Company records its income tax provision in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for
Income Taxes." (see Note 3).
Functional Currency
All amounts in the Company's financial statements and related footnotes
are stated in US dollars. The Company had no significant gains or
losses from foreign currency conversions.
Reclassification
Certain amounts in prior periods, financial statements have been
reclassified to conform to the current period presentation.
<PAGE>24
E-Rex, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
March 31, 1999
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 normal course of
business. The Company incurred a net loss of $554,378 for the period
from inception (August 26, 1986) to March 31, 1999. This factor, among
others, raises substantial doubt as to the Company's ability to
continue as a going concern.
The Company's management intends to raise additional operating funds
through equity and/or debt offerings. However, there can be no
assurance management will be successful in its endeavors.
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.
Since the Company has not generated cumulative taxable income since
inception, no provision for income taxes has been provided. At March
31, 1999, the Company did not have any significant tax net operating
loss carryforwards (tax benefits resulting from losses for tax purposes
have been fully reserved due to the uncertainty of a going concern).
At March 31, 1999, the Company did not have any significant deferred
tax liabilities or deferred tax assets.
NOTE 4 - Development stage company
A development stage company is one for which principal operations have
not commenced or principal operations have generated an insignificant
amount of revenue. Management of a development stage company devotes
most of its activities to establishing a new business. Operating
losses have been incurred through March 31, 1999, and the Company
continues to use, rather than provide, working capital in this
operation. Although management believes that it is pursuing a course
of action that will provide successful future operations, the outcome
of these matters is uncertain.
<PAGE>25
E-Rex, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
March 31, 1999
Note 5 - Business combination
On February 20, 1999 the Company entered into a merger agreement with
Plantech Communications Systems, Inc. ("Plantech"), a privately held
British Columbia, Canada, Corporation. Plantech is a development stage
enterprise in the software, computer and internet area. From inception
in 1992 to date Plantech has had no revenues.
Under the terms of the merger agreement, Plantech shareholders received
one share of the Company's common stock for each outstanding share of
Plantech stock. The Company issued 8,137,616 shares of its common
stock in exchange for all the Plantech common shares outstanding as of
February 20, 1999.
The above business combination was accounted for under the purchase
method. There was no significant difference between the purchase cost
and the fair value of net assets/liabilities acquired, thus no goodwill
or negative goodwill was recorded.
Plantech's results of operations are included in the Company's
statement of operations from the date of merger, February 20, 1999,
forward. The following table sets forth certain results of operations
for the periods presented as if the Plantech business combination had
been consummated on the same terms at the Plantech inception in 1992.
Inception
Jan. 1, 1999 (8/26/86)
to Feb. 20, to Dec. 31,
1999 1998
Revenues $ - $ -
Net <loss> $ <230,954> $ <616,086>
NOTE 6 - Recovery from lawsuit
In 1993 the Company initiated legal action against a former merger
candidate, and several of its principals, primarily to recover monies
advanced to the merger candidate and not returned to the Company when
the merger was not consummated.
In October, 1997 a settlement agreement relating to the above action
was entered in to. In November, 1997 the Company received, net of
attorney's fees, $120,726 to settle this matter.
<PAGE>26
E-Rex, Inc.
(A Development Stage Company)
Notes to Financial Statements (Continued)
March 31, 1999
NOTE 7 - Related party transactions
As of March 31, 1999 the Company had approximately $65,000 in advances
due to it chief executive officer/director/shareholder. This amount is
included on the balance sheet in accounts payable.
The Company entered into a contract for design and integration work
with an entity controlled by one of the Company's
directors/shareholders. The $31,336 deposit on the balance sheet as of
March 31, 1999 was with this entity.
<PAGE>27
PART III
ITEM 1. INDEX TO EXHIBITS
(3) Charter and By-Laws
(4) Instruments defining the rights of security holders
(10) Material Contracts
(27) Financial Data Schedule
ITEM 2. DESCRIPTION OF EXHIBITS
(3.1) Articles of Incorporation
(3.2) Bylaws
(4) Common Stock Certificate
(27) Financial Data Schedule
<PAGE>28
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
E-REX, INC.
Date: September 7, 1999 /s/ Adolf (Adi) Bauer
-------------------------
By: Adolf (Adi) Bauer, President
CERTIFICATE
STATE OF NEVADA
DEPARTMENT OF STATE
THE GREAT SEAL OF THE STATE OF NEVADA
I, WM. D. SWACKHAMER, Secretary of State of the State of Nevada, do
hereby certify that P.R. Stocks, Inc. did on the twenty-sixth day of
August, 1986, file in this office the original Articles of
Incorporation; that said Articles are now on file and of record in the
office of the Secretary of State of the State of Nevada, and further,
that said Articles contain all the statements of facts required by the
law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great
Seal of State, at my office in Carson City, Nevada, this twenty-sixth
day of August, A.D. 1986
William D. Swackhamer
Secretary of State
By Beverly J. Davenport
Deputy
<PAGE>30
FILED
In the office of the Secretary of State of the
State of Nevada
August 26, 1986
Wm. D. Swackhamer
ARTICLES OF CORPORATION
OF
P.R. STOCKS, INC.
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is: P.R. STOCKS, INC.
II. PRINCIPAL OFFICE: The location of the principal office of this
corporation within the State of Nevada is 612l Lakeside Drive, Suite
250, Reno, Nevada; this corporation may, maintain an office or offices
in such other place within or without the State of Nevada as may be
from time to time designated by the Board of Directors or by the By-
Laws of the corporation; and this corporation may, conduct all
corporation business of every kind or nature, including the holding of
any meetings of directors or shareholders, within the State of Nevada,
as well as without the State of Nevada.
III. PURPOSE: The purpose for which this corporation is formed is: To
engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be TWENTY FIVE THOUSAND DOLLARS
($25,000.00) consisting of Twenty Five Million (25,000,000) shares of
common stock with a par value of $.OO1 per share.
V. INCORPORATION: The name and post office address of the incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Cheryl Moore 6121 Lakeside Drive,
Suite 250
Reno, Nevada 89511
VI. DIRECTORS: The governing board of this corporation shall be known
as directors, and the first board shall consist of three directors.
So long as all of the shares of this corporation are owned beneficially
and of record by either one or two shareholders, the number of
directors may be fewer than three, but not fewer than the number of
shareholders. Otherwise, the number of directors shall not be fewer
than three.
Subject to the foregoing limitations, the number of directors may, at
any time or times, be increased or decreased by a duly adopted
amendment to these Articles of Incorporation, or in such manner as
provided in the By-Laws of this corporation.
The name and post office address of the directors constituting the
first Board of Directors are as follows:
NAME POST OFFICE ADDRESS
Elliott R. Pearson 350 S. Center St.,#404
Reno, NV 69501
Judy Houston 6555 Plumas, #171
Reno, NV 89509
Judith St. Venis 1435 Coupler Way, 64
Sparks, NV 89431
VII. STOCK NON-ASSESSABLE: The capital stock or the holders thereof,
after the amount of the subscription price has been paid in, shall not
be subject to any assessment whatsoever to pay the debts of the
corporation.
VIII.TERM OF EXISTENCE: This corporation shall have perpetual
existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
<PAGE>31
THE UNDERSIGNED, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation
Law of the State of Nevada, does make and file these Articles of
Incorporation, hereby declaring and certifying that facts herein stated
are true, and accordingly, has hereunto set her hand this 16 day of
August, 1986.
Cheryl Moore
STATE OF NEVADA
COUNTY OF WASHOE
On this 26 th day of August, 1986, before me, a Notary Public,
personally appeared Cheryl Moore who acknowledged she executed the
above instrument.
Charlotte L. Haave
Notary Public
Notary Public State of Nevada
SEAL
STATE OF NEVADA
DEPARTMENT OF STATE
I hereby certify that this is a true and complete copy of the document
as filed in this office.
Dated: Aug 26, 1986
Wm. D. Swackhamer
Secretary of State
By Beverly J. Davenport
<PAGE>32
FILED AT THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
FEB 26, 1992
CHERYL A. LAU
SECRETARY OF STATE
6025-86
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
P.R. STOCKS, INC.
Pursuant to the provisions of Section 78.385 of the Nevada Revised
Statutes, P.R. Stocks, Inc. adopts the following amendments to its
Articles of Incorporation:
1. The undersigned hereby certify that on July 2, 1991, a special
meeting of the Board of Directors was duly held and convened at which
there was present a quorum of the Board of Directors acting throughout
all proceedings, and at which time the following resolution was duly
adopted by the Board of Directors:
BE IT RESOLVED: That the President of the corporation, Elliott R.
Pearson, is hereby authorized and directed to obtain the written
consent of stockholders owning at least a majority of the voting power
of the outstanding stock of the corporation to call a special meeting
of the stockholders to be held on Tuesday, July 2, 1991 at 12:00 noon,
local time, at 50 West Liberty, Suite 980, Reno, Nevada 89501 for the
following purposes:
(a) To change the name of tire corporation to NATIONAL HEALTH & SAFETY
CORPORATION.
(b) To consider a vote upon a proposal to effect a reverse-split of the
common stock of the Company on the basis of one (1) share for thirty
(36) shares.
(c) To consider a vote upon a proposal to amend the Company's Articles
of Incorporation pertaining to the capitalization, which proposal
provides for an increase in the number of shares of common stock from
25,000,000 shares, to 100,000,000 shares leaving a par value of One
Mill ($0.001) per share.
2. Pursuant to the provisions of Section 78.320 of the Nevada Revised
Statutes, a majority of the stockholders holding 2,207,000 shares of
the 3,432,150 shares outstanding of P.R. Stocks, Inc. gave their
written consent that a Special meeting of the Shareholders be held on
Tuesday, July 2, 1991, at 50 West Liberty, Suite 980, Reno, Nevada
89501, at 12:00 noon, local time, and with regard thereto, the
undersigned certify as follows:
a. The proposal to amend Article I which is set forth below was adopted
by 2,207,000 shares. There were no shares voting against the proposal
and no shares abstaining from voting.
b. The proposal to effect a reverse-split of the common stock of the
Company on the basis of one (1) share for thirty (30) shares was
adopted by 2,207,000 shares. There were no shares voting against the
proposal and no shares abstained from voting.
C. The proposal to amend Article IV of the Articles of Incorporation,
which is set forth below, was adopted by 2,207,000 shares. There were
no shares voting against the proposal and no shares abstained from
voting.
1. NAME: The name of the corporation is: NATIONAL HEALTH & SAFETY
CORPORATION
IV. AUTHORIZATION OF CAPITAL STOCK: The corporation shall have the
authority to issue an aggregate of ONE HUNDRED MILLION (100,000,000)
SHARES of capital stock, with each share having a par value of One Mill
($0.001) per share. All stock when issued will be fully paid and non-
assessable. The holders of shares of the capital stock of the
corporation shall not be entitled, as such, to any pre-emptive or
preferential rights to subscribe to any unissued stock or any other
securities which the corporation may now or hereafter be authorized to
issue. Each share of capital stock shall be entitled to one vote at
stockholders' meetings, either in person or by proxy. Cumulative
voting for the election of directors and all other matters brought
before stockholders' meetings, whether they be annual or special, shall
not be permitted.
<PAGE>33
IN WITNESS WHEREOF, the undersigned hereunto affix their signatures
this 2 nd day of July, 1991.
P.R. STOCKS, INC.
By Elliott R. Pearson
Elliot R. Pearson
President
By Madlyn Greene
Madlyn Greene
Secretary
STATE OF CALF.
COUNTY OF SANTE CLARA
On this 6 th day of Sept., 1991 before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared Elliott R.
Pearson, the duly elected President, P.R. Stocks, Inc. known to me to
be the persons described in and who executed the foregoing Amendment to
the Articles of Incorporation and who acknowledged to me that they
executed the same freely and voluntarily on behalf of and in their
capacities as President of P.R. Stocks, Inc.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
Kathryn L. Praff
Notary Public in and for the State of California
My Commission Expires:
4-14-92
Official Seal
Kathryn L. Praff
Notary Public-California
Santa Clara County
My Commission Exp. Apr. 14, 1992
<PAGE>34
The following
ARTICLES OF MERGER
Change the Corporation's
Name From
NATIONAL HEALTH& SAFETY CORPORATION
TO
MEDGAIN INTERNATIONAL CORPORATION
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
NOV 12 1992
CHERYL A. LAU SECRETARY OF STATE
Refer to Page Two, Article II
ARTICLES OF MERGER
MEDGAIN INTERNATIONAL CORPORATION
(a Nevada corporation)
into
NATIONAL HEALTH & SAFETY CORPORATION
(a Nevada corporation)
(the surviving corporation)
The undersigned, for the purpose of effecting a merger of two Nevada
corporations pursuant to the laws of the State of Nevada, do hereby
declare and certify that the facts stated herein are true:
ARTICLE I
OUTLINE OF MERGER
1.01 National Health & Safety Corporation was formed as a Nevada
corporation on August 26, 1986, by filing with the Secretary of State
under the name of P.R. Stocks, Inc. The name was changed by amendment
to National Health & Safety Corporation on February 26, 1992.
1.02 MedGain International Corporation was formed as a Nevada
corporation on August 17, 1992, by filing with the Secretary of State.
1.03 Surviving Corporation. The surviving corporation in this merger
is National Health & Safety Corporation.
1.04 Approval of Stockholders. That the approval of the Plan of Merger
by the stockholders of the respective corporations is not required by
the articles of incorporations or the by-laws of either corporation.
Nevertheless, National Health & Safety Corporation held a duly noticed
meeting on September 23, 1992, at the hour of 9:00 A.M., at which there
were 155,811 shares represented by shareholders present or by proxy out
of total of 214,412 issued and outstanding. The proposal to merge
MedGain International Corporation into National Health & Safety
Corporation and change the name of the latter to MedGain International
Corporation was presented to the shareholders and was approved with
154,611 shares being voted in favor, 1,200 shares abstaining, and no
shares being voted in opposition.
1.05 Approval of Directors. That the Plan of Merger has been duly
adopted by the respective boards of directors of each of the two
corporations.
1.06 Plan of Merger. The entire plan of merger, duly executed, is on
file for examination or inspection at the registered office of the
surviving corporation, or, in the alternative, a copy of said plan will
be furnished upon request and without cost to stockholders.
ARTICLE II
NAME
Article I of the Articles of Incorportion of National Health & Safety
Corporation, as amended, are further amended to change the name of the
corporation to:
MedGain International Corporation
<PAGE>35
ARTICLE -III
EFFECTIVE DATE OF MERGER
The merger of the corporations as set out herein shall take effect upon
filing of these Articles of Merger with the Secretary of State for the
State of Nevada.
IN WITNESS WHEROF, we have hereunto set out hands this 16 th day of
October, 1992.
NATIONAL HEALTH & SAFETY CORPORATION
(A NEVADA CORPORATION)
John T. Bauman, President
James Katzaroff, Secretary
STATE OF CALIFORNIA
COUNTY OF ORANGE
On this 16 th day of October, 1992, personally appeared before me a
Notary Public, John T. Bauman, who acknowledged to met that he executed
the foregoing document.
Sue Allard
NOTARY PUBLIC
STATE OF WASHINGTON
COUNTY OF BENTON
On this 22 nd day of October, 1992, personally appeared before me a
Notary Public, James Kataroff, who acknowledged to met that he executed
the foregoing document.
Kelly M. Cox
NOTARY PUBLIC
STATE OF NEVADA
DEPARTMENT OF STATE
I hereby certify that this is a true and complete copy of the document
as filed in the office.
DATED: Nov 02 1992
CHERYL A. LAU
SECRETARY OF STATE
BY Tammy Santiago
<PAGE>36
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 20 1994
Cheryl A. Lau Secretary of State
6025-86
AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
MEDGAIN INTERNATIONAL CORPORATION
We, the undersigned, being Directors and President and Secretary of the
Corporation, pursuant to the provisions of the Nevada Revised Statutes,
do hereby adopt the following Amendment to its Articles of
Incorporation:
Article 1. (NAME). The name of the corporation is:
E-REX, INC.
The above Amendment to the Articles of Incorporation was adopted by the
Shareholders of the Corporation on March 9, 1994, by a majority vote of
the outstanding shares of the Corporation.
Dated this 14 day of June 1994.
Elliott R. Pearson
Director and President
Rex Morden
Director and Secretary
STATE OF NEVADA
COUNTY OF CLARK
On this 14 day of June, 1994, before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared Rex Morden,
the duly elected Secretary of E-REX, INC, known to me to be the person
described in and who executed the foregoing Amendment to the Articles
of Incorporation and who acknowledged to me that he executed the same
freely and voluntarily on behalf of and in his capacity as the
Secretary of E-REX, INC. I have hereunto set my hand and affixed my
official seal the day and year first above written.
Craig Fraley
Notary Pub1ic
My Commission Expires:
7/27/97
Notary Public - Nevada
Clark County
My appt exp. July 27. 1997
STATE OF NEVADA
COUNTY OF CLARK
On this 14 day of June, 1994, before me, the undersigned, a Notary
Public in and for the State of Nevada, personally appeared Elliott R.
Pearson, the duly elected President of E-REX, INC., known to me to he
the person described in and who executed the foregoing Amendment to the
Articles of Incorporation and who acknowledged to me that he executed
the same freely and voluntarily on behalf of and in his capacity as the
President of E-REX, INC. have hereunto set my hand and affixed my
official seal the day and year first above written.
Notary Public
My Commission Expires:
CRAIG FRALEY
Notary Public - Nevada
Clark County
My Appt. exp. July 27. 1997
<PAGE>37
BY-LAWS
OF
P.R. STOCKS, INC.
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as P.R. Stocks, Inc.
ARTICLE II
Offices
Section 1: The principal office of the corporation will be located at
6121 Lakeside Dr., Suite 250, Reno, Nevada 89511. The corporation may
maintain such other offices as the Board of Directors may designate
from time to time.
ARTICLE III
Stockholders
Section 1: The annual meeting of the stockholders shall be held in
December of each year, at a date and time to be specified by the Board
of Directors. Said meeting shall be for the purpose of electing
directors for the ensuing year and for the transaction of such other
business as may come before the meeting. If the election of directors
shall not be held on the day designated for the annual meeting of the
stockholders, or at any adjournment thereof, the Board of Directors
shall cause- the election to be held at a special meeting of the
stockholders as soon thereafter as possible.
Section 2: Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by Statute, may be called by the
President or by the Board of Directors and shall be called by the
President at the request of the holders of not less than one-tenth of
all the outstanding shares of the corporation entitled to vote at the
meeting.
Section 3: The Board of Directors may designate any place within or
without the State of Nevada as the site for any annual or special
stockholders meeting. A waiver of notice signed by all stockholders
entitled to vote at a meeting may designate any place, either within or
without the State of Nevada, as the site for any meeting hereinabove
authorized. If no designation is made, the place of the meeting shall
be at the principal office of the corporation in the State of Nevada.
Section 4: Written or printed notice stating the site, date and time of
the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten
(10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction and over the
signature of the President, or the Secretary, or the officer or person
calling the meeting, to each stockholder of record entitled to vote at
such meeting. If, mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the stockholder
at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
Section 5: For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment
thereof, or stockholders entitled to receive payment of any dividend,
or in order to make a determination of stockholders for any other
proper purpose, the Board of Directors of the corporation may provide
that the stock transfer books shall be closed for a stated period, not
to exceed twenty (20) days. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record
date for any such determination of stockholders, such date in any case
to be not more than sixty (60) days and, in case of a meeting of
stockholders, not less than fifteen (15) days prior to the date on
which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not
closed and no record dates fixed for the determination of stockholders
entitled to notice of or to vote, or entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for
such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been
made as provided in this section, such determination shall apply to any
adjournment thereof, except where the determination has been made
through the closing of the stock transfer books and the stated period
of closing has expired.
<PAGE>38
Section 6: The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten (10) days
before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of, and the
number of shares held by, each, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the principal
office of the corporation and shall be subject to the inspection of any
stockholder during the meeting.
Section 7: A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. if less than a majority of the
outstanding shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to time without
further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
Section 8: At all meetings of stockholders, a stockholder may vote by
proxy which shall be executed in writing by the stockholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No
proxy shall he valid after six (6) months from the date of its
execution, unless otherwise provided in the proxy or coupled with an
interest.
Section 9: Each outstanding share otherwise entitled to vote shall be
entitled to one (1) vote upon each matter submitted to a vote at a
meeting of stockholders. A majority vote of those shares present and
voting at a duly organized meeting shall suffice to defeat or enact any
proposal unless the Statutes of the State of Nevada require a greater-
than-majority vote, in which event such greater-than-majority vote
shall be required for the action to constitute the action of the
corporation.
Section 10: Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy, without
the transfer of such shares into his name. Shares standing in the name
of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without transfer
of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if
authority to do so be contained in an appropriate order of the Court by
which such receiver was appointed.
A stockholder whose shares are pledged shall be entitled -to vote such
shares until the shares are transferred into the name of the pledgee,
and thereafter the pledgee shall be entitled to vote the shares so
transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any
meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
Section 11: An action required to be taken at a meeting of the
stockholders,or any other action which may be taken at a meeting of the
stockholders, may be taken without a meeting, if a consent in writing,
setting forth the action so taken, shall be signed by a majority of the
stockholders entitled to vote with respect to the subject matter
thereof, unless a greater-than-majority vote would be required at a
duly organized meeting, in which event said greater-than-majority
stockholder approval must be obtained. Such consent shall be filed
with the minutes of the meeting.
Section 12: The following order of business shall be observed at all
meetings of the stockholders, so far as practicable:
(a) Calling the roll;
(b) Reading, correcting and approving of minutes of previous meeting;
<PAGE>39
(c) Reports of Officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE IV
Board of Directors
Section 1: The business and affairs of the corporation shall be managed
by its Board of Directors.
Section 2: As provided in the Articles of Incorporation, the Board of
Directors shall consist of at least three (3) people, and may be
increased by resolution of the Board of Directors. The directors shall
hold office until the next annual meeting of stockholders and until
their successor shall have been elected and qualified. Directors need
not be residents of the State of Nevada or stockholders of the
corporation.
Section 3: Directors shall be elected at an annual or special
stockholders' meeting by secret ballot of those stockholders present
and entitled to vote, a plurality of the vote being cast being required
to elect. Each stockholder shall be entitled to one (1) vote for each
share of stock owned. If there is but one (1) nominee for any office,
it shall be in order to move that the Secretary cast the elective
ballot to elect the nominee.
Section 4: A regular meeting of the Board of Directors shall be held
without notice, other than this By-Law, immediately after, and at the
same place as, the annual meeting of stockholders. The Board of
Directors may provide, by resolution, the day, time and place for the
holding of additional regular meetings without other notice than such
resolution. The Secretary of the corporation shall serve as Secretary
for the Board of Directors and shall issue notices for all meetings as
required by the By-Laws; shall keep a record of the minutes of the
proceedings of the meetings of directors; and shall perform such other
duties as may be properly required of him by the Board of Directors.
Section 5: Special meetings of the Board of Directors may be called
byor, at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors
may fix any place, within or without the State of Nevada, as the place
for holding any special meeting of the Board of Directors so called.
Section 6: Notice of any special meeting shall be given at least two
(2) days prior thereto by written notice delivered personally or mailed
to each director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage prepaid thereon. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any
director may waive notice of any meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of
objecting to the transaction of any business to be transacted at such
meeting. The purpose of any regular or special meeting of the Board of
Directors need not be specified in the notice or waiver of such
meeting.
Section 7: A majority of the number of directors established according
to Section 2 of this Article IV shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but
if less than such majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time without
further notice. Once a quorum has been established at a duly organized
meeting, the Board of Directors may continue to transact corporate
business until adjournment, notwithstanding the withdrawal of enough
members to leave less than a quorum.
<PAGE>40
Section 8: The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors unless the Statutes of the State of. Nevada require a
greater-than-majority vote, in which case, such greater-than-majority
vote shall be required for the act to be that of the Board of
Directors.
Section 9: Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by
election at an annual meeting or at a special meeting of the
stockholders called for that purpose.
Section 10: By resolution of the Board of Directors, the directors may
be paid their expenses, if any, of attendance at each meeting of the
Board of Directors, 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.
Section 11: A director of the corporation who is present at a meeting
of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the Secretary of the
meeting before the adjournment thereof or shall express such dissent by
written notice sent by registered mail to the Secretary of the
corporation within one (1) day after the adjournment -of the meeting.
Such right to dissent shall not apply to a director who voted in favor
of such action.
Section 12: Any action required to be taken at a meeting of the Board
of Directors, or any other action which may be taken at a meeting of
the Board of Directors, may be taken without a meeting if a written
consent thereto is signed by all the members of the Board. Such
written consent shall be filed with the minutes of the meetings of the
Board of Directors. Any meeting of the Board of Directors may be held
by conference telephone call, with minutes thereof duly prepared and
entered into the Minute Book.
ARTICLE V
Officers
Section 1: The officers of the corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Resident Agent, each of
whom shall be elected by the Board of Directors. other officers and
assistant officers may be authorized and elected or appointed by the
Board of Directors. Any two (2) or more offices may be held by the
same person.
Section 2: The officers of the corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors
held after each annual meeting of the
stockholders. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as convenient.
Each officer shall hold office until his successor shall have been duly
elected and shall have qualified or until his death or until lie shall
resign or shall be been removed in the manner hereinafter provided.
Each officer shall serve for a term of one (1) year, or until his
successor is elected and qualified.
Section 3: Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever, in its
sole judgment, the best interests of the corporation would be - served
thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.
Section 4: A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by majority vote
of the Board of Directors for the unexpired portion of the term of such
office.
Section 5: The President shall preside at all meetings of the directors
and the stockholders and shall have general charge and control over the
affairs of the corporation, subject to control by the Board of
<PAGE>41
Directors. The President shall sign or countersign all certificates,
contracts and other instruments of the corporation as authorized by the
Board of Directors and shall perform such other duties as are incident
to his office or are required of him by the Board of Directors.
Section 6: The Vice-President shall exercise the functions of the
President, in the President's absence, and shall have such powers and
duties as may be assigned to him from time to time by the Board of
Directors.
Section 7: The Secretary shall issue notices for all meetings, as
required by the By-Laws; shall keep a record of the minutes of the
proceedings of the meetings of stockholders and directors; shall have
charge of the Seal and of the corporate books; and shall make such
reports and perform such other duties as are incident to his office, or
properly required of him by the Board of Directors.
Section 8: The Treasurer shall have the custody of all monies and
securities of the corporation and shall keep regular books of account.
He shall disburse the funds of the corporation, or as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements,
and shall render to the Boad of Directors, from time to time, as may be
required of him, an account of all his transactions as Treasurer and of
the financial condition of the corporation. He shall perform all
duties incident to his office or which are properly required of him by
the Board of Directors.
Section 9: The Resident Agent shall be in charge of the corporation's
registered office, upon whom process against the corporation may be
served, and shall perform all duties required of him by statute.
Section 10: The salaries of all officers shall be fixed by the Board of
Directors, and may be changed from time to time by a majority vote of
the Board of Directors.
ARTICLE VI
Agreements and Finances
Section 1: The Board of Directors may authorize any officer or
officers, or agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the corporation,
and such authority may be general or confined to specific instances.
Section 2: No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority
may be general or confined to specific instances.
Section 3: All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of
the corporation shall be signed by such duly authorized officer or
officers, or agent or agents of the corporation and in such manner as
shall from time to time be determined by resolution of the Board of
Directors.
Section 4: All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLES VII
Certificate of Shares
Section 1: Certificates representing shares of the corporation shall
be in such form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the Secretary.
All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for
transfer shall be cancelled and no new certificate shall be issued
until the former certificate for a like number of shares shall have
been surrendered and cancelled, except in case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon such terms
and indemnity to the corporation as the Board of Directors may
prescribe.
<PAGE>42
Section 2: Transfer of shares of the corporation shall be made only on
the stock transfer books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney authorized by
power of attorney duly executed and filed with the Secretary of the
corporation, and only on full surrender for cancellation of the
certificate for such shares. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be
the owner thereof for all purposes, unless otherwise notified by such
person in writing.
ARTICLE VIII
Fiscal Year
Section 1: The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE IX
Seal
Section 1: 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 Seal" 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 X
Amendments
Section 1: These By-Laws 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 2: The Board of Directors, by a majority vote of the entire
Board of Directors, present at any meeting, may amend these By-Laws,
including By-Laws adopted by the stockholders.
ARTICLE XI
Indemnification of Directors and Officers
Section 1: Every person who was or is a party to, or is threatened to
be made a part to, or is involved in any action, suit or proceedings,
whether civil, 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 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 laws of the State of
Nevada, against all expenses, liability and loss, including attorneys'
fees, judgments, fines and amounts paid or to be paid in settlement,
reasonably incurred or suffered by him in connection therewith, all
pursuant to NRS 78.151. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such
person.
Section 2: This indemnification is intended to provide at all times
the fullest indemnification permitted by the laws of the State of
Nevada and the corporation may 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.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of P.R. Stocks, Inc. and that
the foregoing By-Laws, consisting of ten (10) pages, constitutes the
Code of P.R. Stocks, Inc., as duly adopted by the Board of Directors of
the Corporation, effective this 17th day of September, 1986.
<PAGE>43
IN WITNESS WHEREOF, I have hereunto subscribed my name this 17th day of
September, 1986.
Judith St. Denis
NUMBER SHARES
E-REX, INC.
Incorporated Under the Laws of the State of Nevada
Common Stock Par Value $.001 CUSIP
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID and NONASSESSABLE Shares of E-Rex, Inc., transferable only
on the books of the Corporation by the holder hereof in person or by
duly authorized attorney upon surrender of this Certificate properly
endorsed. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Secretary President
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 203
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 203
<PP&E> 4,938
<DEPRECIATION> 2,744
<TOTAL-ASSETS> 33,733
<CURRENT-LIABILITIES> 111,332
<BONDS> 0
<COMMON> 15,232
0
0
<OTHER-SE> (92,831)
<TOTAL-LIABILITY-AND-EQUITY> 33,733
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 304,338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (304,338)
<INCOME-TAX> 0
<INCOME-CONTINUING> (304,338)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (304,338)
<EPS-BASIC> (.02)
<EPS-DILUTED> (.02)
</TABLE>
