As filed with the Securities and Exchange Commission on August ___, 1999
Commission File No. 34-
U.S. 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
ORION RESEARCH GROUP, INC.
(Exact name of small business registrant as specified in its charter)
Nevada 88-0372579
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
504 Mueller Lane, Minden NV 89423 775.782.4003
(Address and telephone number of principal executive offices)
Securities to be registered under Section 12(b) of the Act:
Name of exchange on which Name of exchange of which
Title of each class to be so registered each class is to be registered
NONE NOT APPLICABLE
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value of $0.01 per share
Herman Herbig, 504 Muller Lane, Minden NV 89423 (702) 782-4003
(Name, address and telephone number of agent for service)
Copies to:
Richard Braucher, Esq.
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
<PAGE>
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Orion Research Group, Inc. (herein "Orion") was incorporated on December 5, 1996
under the laws of the State of Nevada. In December, 1996, pursuant to
subscription agreements, Orion sold 250,000 shares of its common stock to 25
investors for $2,500.00 cash. Orion had not yet engaged in any business
operations. The business purpose of Orion was, and remains, to seek out and
obtain an acquisition, merger or outright sale transaction, whereby its
shareholders would benefit.
Orion's management has decided to voluntarily file this registration statement
with the SEC and cause Orion to become subject to the SEC's reporting
requirements under the Securities Act of 1934. These actions are being taken:
(1) so that Orion's financial information will be equally available to all
interested parties and investors; (2) to meet certain listing requirements for
publicly traded securities; and (3) in order that Orion might be potentially
more attractive to a private business that has an interest in becoming a
reporting company be means of merging or otherwise affiliating itself with
Orion.
Proposed Business
Orion intends to locate and combine with an existing, privately-held company,
which is profitable, or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. However, Orion does not
intend to combine with a private company that may be deemed to be an investment
company subject to the Investment Company Act of 1940. A combination may be
structured as a merger, consolidation, exchange of Orion's common stock for
stock or assets or any other form that will result in the combined enterprise's
becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, Orion anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should Orion
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Orion's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Orion's ability to
continue to seek such combination opportunities before any successful
combination can be consummated. In that event, Orion's common stock will become
worthless and holders of Orion's common stock will receive a nominal
distribution, if any, upon Orion's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, Orion's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. Orion's management does not intend to pursue any
combination proposal beyond the preliminary negotiation stage with any
combination candidate that does not furnish Orion with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. In the event such a combination candidate is engaged in a high
technology business, Orion may obtain reports from independent organizations of
recognized standing covering the technology being developed and/or used by the
candidate. Orion's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that Orion will have sufficient funds to obtain such reports when
considering combination proposals or candidates. To the extent Orion is unable
to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of Orion's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civi1 action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
2
<PAGE>
Orion's officers and directors will make these determinations by asking
pertinent questions of the management and/or owners of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination negotiations or proceedings. However, the officers
and directors of Orion will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention that puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
Orion has no employees.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
The following discussion and analysis should be read in conjunction with Orion's
financial statements and the notes associated with them as set forth elsewhere
in this document. This discussion should not be construed to imply that the
results discussed herein will necessarily continue into the future or that any
conclusion reached herein will necessarily be indicative of actual operating
results in the future. This discussion represents only the best present
assessment by the management of Orion.
Caution Regarding Forward-Looking Information
This registration statement contains certain forward-looking statements and
information relating to Orion that are based on the beliefs of Orion or its
management as well as assumptions made by and information currently available to
Orion or its management. When used in this document, the words "anticipate",
"believe", "estimate", "expect" and "intend" and similar expressions, as they
relate to Orion or its management, are intended to identify forward-looking
statements. Such statements reflect the current view of Orion or its management
regarding future events and are subject to certain risks, uncertainties and
assumptions, including the risks and uncertainties noted. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions
prove incorrect, actual results may vary materially from those described herein
as anticipated, believed, estimated, expected or intended. In each instance, the
forward-looking information should be considered in light of the accompanying
meaningful cautionary statements herein.
Company's History
Orion Research Group, Inc. was incorporated on December 5, 1996 under the laws
of the State of Nevada. In December, 1996, pursuant to subscription agreements,
Orion sold 250,000 shares of its restricted, unregistered common stock to 25
investors for $2,500.00 cash. All of the investors are still shareholders of
Orion,
Discussion of Financial Condition
Orion currently has no revenues, no operations and owns no assets. Orion will
remain illiquid until such time as a business combination transaction occurs, if
ever. No prediction of the future financial condition of Orion can be made.
Due to the lack of sustaining operations from inception, Orion is considered in
the development stage and, as such, has generated no significant operating
revenues and has incurred cumulative operating losses of $2455. Accordingly,
Orion is dependent upon its current management and/or significant shareholders
to provide sufficient working capital to preserve the integrity of the
corporation during this phase.
Orion's independent auditor, Barry L. Friedman, P.C., CPA, expressed, in its
opinion on Orion's audited financial statements, doubt about Orion's ability to
continue as a going concern. Reference is made to Note 3 to the financial
statements of Orion included elsewhere in this registration statement.
Plan of Business
General
Orion intends to locate and combine with an existing, privately-held company
which is profitable or, in management's view, has growth potential, irrespective
of the industry in which it is engaged. However, Orion does not intend to
combine with a private company that may be deemed to be an investment company
subject to the Investment Company Act of 1940. A combination may be structured
as a merger, consolidation, exchange of Orion's common stock for stock or
assets, or any other form that will result in the combined enterprises becoming
a publicly-held corporation.
3
<PAGE>
Pending negotiation and consummation of a combination, Orion anticipates that it
will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should Orion
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Orion's management pursues one or more combination opportunities beyond the
preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Orion's ability to
continue to seek such combination opportunities before any successful
combination can be consummated. In that event, Orion's common stock will become
worthless and holders of Orion's common stock will receive a nominal
distribution, if any, upon Orion's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, Orion's management intends to consider
only combination candidates that are profitable or, in management's view, have
growth potential. Orion's management does not intend to pursue any combination
proposal beyond the preliminary negotiation stage with any combination candidate
that does not furnish Orion with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. In the event such a
combination candidate is engaged in a high technology business, Orion may obtain
reports from independent organizations of recognized standing covering the
technology being developed and/or used by the candidate. Orion's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that Orion will have
sufficient funds to obtain such reports when considering combination proposals
or candidates. To the extent that Orion is unable to obtain the advice or
reports from experts, the risks of any combined enterprise's being unsuccessful
will be increased. Furthermore, to the knowledge of Orion's officers and
directors, neither the candidate nor any of its directors, executive officers,
principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities, whether
as issuer, underwriter, broker, dealer, or investment advisor, may be the
subject of any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful transactions in
securities; or
(3) will have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
Orion's officers and directors will make these determinations by asking
pertinent questions of the management and/or owners of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination negotiations or proceedings. However, Orion's
officers and directors will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention which puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
ITEM 3
DESCRIPTION OF PROPERTY
Orion has no properties or assets of any kind.
4
<PAGE>
<TABLE>
<CAPTION>
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of July 15, 1999 with
regard to the beneficial ownership of the common stock by (i) each person known
to Orion to be the beneficial owner of 5% or more of its outstanding shares of
common stock; (ii) by the officers and directors of Orion individually and (iii)
by the officers and directors as a group.
- ---------------------------------------------------------------------------------------------
Name & Address of Owner Number of Shares Owned Percent of Outstanding
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
The Business Advantage, Inc. 225,000(A) 90%
504 Muller Lane
Minden, Nevada 89423
- ---------------------------------------------------------------------------------------------
Herman G. Herbig 1,750 1%
504 Muller Lane
Minden NV 89423
- ---------------------------------------------------------------------------------------------
All Directors & Officers 226,750(A) 91%
as a Group (one person)
- ---------------------------------------------------------------------------------------------
</TABLE>
(A) The Business Advantage, Inc. is owned by Herman G. Herbig and the shares
owned by that corporation are included in the total indicated for all directors
and officers as a group. Both that corporation and Mr. Herbig are affiliates of
Orion.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Orion has only one director and officer, Herman G. Herbig, who is 45 years old.
Mr. Herbig has been the President, Secretary and only director of Orion since
its formation in December 1996.
Mr. Herbig has been a licensed and practicing attorney in Minden and Las Vegas,
Nevada, specializing in estate planning, taxation, corporate law and probate
law, since 1988. He is also an accountant. From 1991 until 1995, he was the
Public Administrator for Douglas County, Nevada, an elected public official
responsible for the administration of decedents' estates on behalf of the
county.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors a have been elected and qualified. Officers are elected
or appointed by the Board of Directors and serve until resignation, death,
removal by the Board or until their successors are elected and qualified.
No director or officer of Orion has been the subject of any order, judgment, or
decree of any court or any regulatory agency enjoining him from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities nor has any such person
been the subject of an order of state authority barring or suspending the right
of such a person to be engaged in such activities or to be associated with such
activities.
No director or officer of Orion has been convected in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently proceeding. No director or officer of Orion is the subject of any
legal proceeding involving Orion or the performance of his duties as such
director or officer.
ITEM 6
EXECUTIVE COMPENSATION
None of the officers and directors of Orion are being currently compensated or
were compensated in any way for their service to Orion during the fiscal years
ended December 31, 1997 and 1998.
5
<PAGE>
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8
DESCRIPTION OF SECURITIES
Orion's Articles of Incorporation authorizes the issuance of 2,500,000 shares of
common stock, with a par value of $0.01 per share. There is no preferred stock
authorized. Orion currently has 25 shareholders. Holders of common stock are
entitled to one vote for each share owned on each matter submitted to a vote of
the shareholders but do not have cumulative voting rights. Currently there are
250,000 shares of common stock issued and outstanding. Orion's Board of
Directors has the legal authority to issue the remaining unissued authorized
shares (2,250,000 in number), without shareholder approval, for any purpose
deemed to be in the best interest of Orion.
All the shares of the common stock which are now outstanding are fully paid,
validly issued and nonassessable. Holders of the common stock currently have
preemptive rights to subscribe for or to purchase any additional securities
issued by Orion. Upon liquidation, dissolution or winding up of Orion, the
holders of common stock are entitled to share ratably in the distribution of
assets after payment of debts and expenses. There are no conversion, sinking
fund or redemption provisions, or similar restrictions with respect to the
common stock.
Holders of the common stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
PART II
ITEM 1
MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Orion, upon approval of this registration statement by the SEC, will file for
trading on the OTC Electronic Bulletin Board which is sponsored by the National
Association of Securities Dealers ("NASD"). The OTC Electronic Bulletin Board is
a network of securities dealers who buy and sell stock. The dealers are
connected by a computer network which provides current information on current
"bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for Orion's common
stock. As of July 15, 1999 Orion had 25 stockholders. Currently only 23,250 of
the 250,000 shares issued and outstanding can be freely traded. 226,750
outstanding shares are deemed to be "restricted securities" within the meaning
of Rule 144 promulgated under the Securities Act and may be publicly resold only
if registered under the Securities Act in the future or sold in accordance with
an eligible exemption from registration, such as Rule 144. All of these
restricted shares are owned by affiliates of Orion.
In general, under Rule 144 as currently in effect, a person (including an
affiliate of Orion) who beneficially has owned restricted securities that were
acquired from Orion for at least one year prior to an intended sale date is
entitled to sell within any three-month period a number of shares that does not
exceed the greater of the following:
(a) one percent of the number of shares of common stock then outstanding; or
(b) the average weekly reported trading volume of the common stock during the
four calendar weeks immediately preceding the date on which notice of such sale
is filed with the SEC, provided that manner of sale and notice requirements and
requirements as to the availability of current public information concerning
Orion are satisfied.
Under Rule 144(k), a person who has not been an affiliate of Orion for at least
three months preceding the intended sale date and who beneficially has owned
restricted securities acquired from Orion for at least two years prior to the
sale date, would be entitled to sell the shares without volume limitations,
manner of sale provisions, or notification requirements.
Shares owned by persons who, under the Securities Act, are deemed to be
affiliates of Orion are subject to volume limitations, manner of sale
provisions, notification requirements, and requirements as to the availability
of current public information regarding Orion, regardless of how long the shares
have been owned. As defined in Rule 144, an affiliate of an issuer is a person
that directly or indirectly through the use of one or more intermediaries,
controls, or is controlled by, or is under common control with, the issuer.
6
<PAGE>
Herman G. Herbig is an affiliate of Orion because he is the only officer and
director of Orion and because he owns The Business Advantage, Inc. If Mr. Herbig
resigned and he and The Business Advantage, Inc. sold all of the currently
restricted stock in Orion that they now own in a private transaction and,
thereby, ceased to be affiliates of Orion, those shares of Orion's common stock
would become freely marketable under Rule 144(k) three months thereafter. The
Business Advantage, Inc. is an affiliate of Orion because it owns more than ten
percent of Orion's outstanding shares and because it is owned and controlled by
Mr. Herbig. To sell shares of Orion that it currently owns in the public
market, it would have to comply with all of the restrictions of Rule 144.
Orion has no outstanding options and no plans under which options or similar
instruments could be issued. Orion has no current plans to register any of its
securities under the Securities Act of 1933 for sale by security holders. There
is no current public offering of equity or debt. If the Board of Directors seeks
to raise additional capital in the near future it would attempt to sell
unregistered, restricted stock in a private placement. Because the current
stockholders have preemptive rights, any such offering would have to be made
first to them.
Orion's transfer agent is Securities Transfer Corporation, 16910 Dallas Parkway,
Suite 100, Dallas, Texas 75248.
DIVIDEND POLICY
Orion has never paid or declared a cash dividend on its common stock and does
not intend to pay cash dividends in the foreseeable future. The payment by Orion
of dividends, if any, on its common stock in the future is subject to the
discretion of the Board of Directors and will depend on Orion's earnings,
financial condition, capital requirements and other relevant factors.
Item 2
LEGAL PROCEEDINGS
Orion is not a party to any pending litigation nor is it aware of any threatened
or potential legal proceeding.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE None
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES None
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Orion's bylaws provide that Orion will indemnify its directors and officers to
the full extent authorized or permitted under Nevada law. The bylaws also allow
reimbursement for certain costs of legal defense.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of Orion. Orion has been advised
that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and unenforceable.
PART - FINANCIAL STATEMENTS
EXPERTS
The audited financial statements and notes of Orion included in this
registration statement have been examined by Barry L. Friedman, P.C., CPA, to
the extent and for the periods indicated in the report with respect thereto, and
are included in reliance upon the authority of said firm as experts in auditing
and accounting.
Page 7
<PAGE>
ORION RESEARCH GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
June 30, 1999
December 31, 1998
<PAGE>
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
PAGE
----
ACCOUNTANT'S LETTER 1
BALANCE SHEET - ASSETS 2
BALANCE SHEET - LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4-5
STATEMENT OF STOCKHOLDERS' EQUITY 6
STATEMENT OF CASH FLOWS 7-8
NOTES TO FINANCIAL STATEMENTS 9-13
<PAGE>
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive OFFICE (702) 361-8414
Las Vegas, NV 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors August 23, 1999
Orion Research Group, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of Orion Research Group,
Inc. (A Development Stage Company), as of June 30, 1999, and December 31, 1998,
and the related statements of stockholders' equity for June 30, 1999, and
December 31, 1998, and statements of operation and cash flows for the three
months ending June 30, 1999, and June 30, 1998, for the six months ended June
30, 1999, and June 30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period December 5, 1996 (inception), to June 30,
1999. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Orion Research
Group, Inc. (A Development Stage Company), as of June 30, 1999, and December 31,
1998, and the related statements of stockholders' equity for June 30, 1999, and
December 31, 1998, and statements of operation and cash flows for the three
months ending June 30, 1999, and June 30, 1998, for the six months ended June
30, 1999, and June 30, 1998, and the two years ended December 31, 1998, and
December 31, 1997, and the period December 5, 1996 (inception), to June 30,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
1
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
6 Mos Ending Year Ended
June 30,1999 Dec.31,1998
----------------- ---------------
<S> <C> <C>
CURRENT ASSETS
CASH $ 0 $ 45
----------------- ---------------
TOTAL CURRENT ASSETS $ 0 $ 45
----------------- ---------------
OTHER ASSETS
ORGANIZATION COSTS (NET) $ 846 $ 1,021
----------------- ---------------
TOTAL OTHER ASSETS TOTAL ASSETS $ 846 $ 1,021
----------------- ---------------
TOTAL ASSETS $ 846 $ 1,066
----------------- ---------------
</TABLE>
See accompanying notes to financial statements and audit report
- 2 -
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
6 Mos Ending Year Ended
June 30,1999 Dec.31,1998
---------------- ----------------
<S> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #5) $ 800 $ 0
---------------- ----------------
TOTAL CURRENT LIABILITIES $ 800 $ 0
---------------- ----------------
STOCKHOLDERS EQUITY (Note #4)
Common stock, $.01 par value
authorized 2,500,000 shares
issued and outstanding at
December 31, 1998 - 250,000 shares $ 2,500
June 30, 1999 - 250,000 shares $ 2,500
Additional paid in Capital 0 0
Accumulated loss -2,454 -1,434
TOTAL STOCKHOLDERS' EQUITY $ 46 $ 1,066
---------------- ---------------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 846 $ 1,066
---------------- ----------------
</TABLE>
See accompanying notes to financial statements and audit report
- 3 -
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
3 Mos Ended 3 Mos Ended 6 Mos.Ended 6 Mos.Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
--------------- ---------------- -------------- -------------
<S> <C> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0 $ 0
--------------- ---------------- -------------- -------------
EXPENSES
General, Selling
and Administrative $ 845 $ 0 $ 845 $ 0
Amortization 175 175 175 175
-------------- ---------------- --------------- -------------
Total Expenses $ 1,020 $ 175 $ 1,020 $ 175
-------------- ---------------- --------------- -------------
Net Profit/Loss (-) $ -1,020 $ -175 $ -1,020 $ -175
-------------- ---------------- --------------- -------------
Net Profit/Loss(-)
per weighted
share (Note #2) $ -.0040 $ -.0007 $ -.0040 $ -.0007
--------------- -------------- --------------- ------------
Weighted average
number of common
shares outstanding 250,000 250,000 250,000 250,000
--------------- ---------------- --------------- -------------
</TABLE>
See accompanying notes to financial statements and audit report
- 4 -
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS (Continued)
Dec. 5,1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1998 1997 1999
-------------- -------------- -------------
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 0
-------------- -------------- -------------
EXPENSES
General, Selling
and Administrative $ 285 $ 420 $ 1,550
Amortization 350 350 904
---------------- --------------- -------------
Total Expenses $ 635 $ 770 $ 2,454
---------------- --------------- -------------
Net Profit/Loss (-) $ -635 $ -770 $ -2,454
---------------- --------------- -------------
Net Profit/Loss(-)
per weighted
share (Note #2) $ -.0025 $ -.0031 $ -.0098
---------------- -------------- -------------
Weighted average
number of common
shares outstanding 250,000 250,000 250,000
---------------- --------------- -------------
</TABLE>
See accompanying notes to financial statements and audit report
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Orion Research Group, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1997 250,000 $ 2,500 $ 0 $ -799
Net loss, Year Ended
December 31, 1998 -635
----------- ------------ ----------- ------------
Balance,
December 31, 1998 250,000 $ 2,500 $ 0 $ -1,434
Net Loss
January 1, 1999, to
June 30, 1999 -1,020
----------- ------------ ----------- ------------
Balance,
June 30, 1999 250,000 $ 2,500 $ 0 $ -2,454
----------- ------------ ----------- ------------
</TABLE>
See accompanying notes to financial statements and audit report
- 6 -
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Mos Ended 3 Mos Ended 6 Mos.Ended 6 Mos.Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -1,020 $ -175 $ -1,020 $ -175
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Amortization +175 +175 +175 +175
Changes in Assets
and Liabilities
Organization Costs 0 0 0 0
Increase in current
Liabilities
Officers Advances +800 0 +800 0
----------- ------------ ----------- -----------
Net cash used in
operating Activities $ -45 $ 0 $ -45 $ 0
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 0 0
----------- ------------ ----------- -----------
Net increase
(decrease)
in cash $ -45 $ 0 $ -45 $ 0
Cash, beginning
of period +45 0 +45 0
----------- ------------ ----------- -----------
Cash, end of period $ 0 $ 0 $ 0 $ 0
----------- ------------ ----------- -----------
</TABLE>
See accompanying notes to financial statements and audit report
- 7 -
<PAGE>
<TABLE>
<CAPTION>
ORION RESEARCH GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (CONTINUED)
Dec. 5,1996
Year Ended Year Ended (Inception)
December 31, December 31, to June 30,
1998 1997 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flow from
Operating Activities
Net Loss $ -635 $ -770 $ -2,454
Adjustment to reconcile
net loss to net cash
provided by operating
activities
Amortization +350 +350 +904
Changes in Assets
and Liabilities
Organization Costs 0 0 -1,750
Increase in current
Liabilities
Officers Advances 0 0 800
---------------- --------------- ---------------
Net cash used in
operating Activities $ -285 $ -420 $ -2,500
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +2,500
---------------- --------------- ---------------
Net increase
(decrease)
in cash $ -285 $ -420 $ 0
Cash, beginning
of period 330 750 0
---------------- --------------- ---------------
Cash, end of period $ 45 $ 330 $ 0
---------------- --------------- ---------------
</TABLE>
See accompanying notes to financial statements and audit report
- 8 -
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999 and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized December 5, 1996, under the laws of the State
of Nevada as Orion Research Group, Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the
reporting period. Actual results could differ from those
estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less
are considered to be cash equivalents. There are no cash
equivalents as of June 30, 1999.
- 9 -
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 (SFAS #109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Organization Costs
Costs incurred to organize the Company are being amortized on
a straight-line basis over a sixty-month period.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings
Per Share". Basic loss per share is computed by dividing
losses available to common stockholders by the weighted
average number of common shares outstanding during the period.
Diluted loss per share reflects per share amounts that would
have resulted if dilative common stock equivalents had been
converted to common stock. As of June 30, 1999, the Company
had no dilative common stock equivalents such as stock
options.
Year End
The Company has selected December 31st as its year-end.
- 10 -
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year 2000 Disclosure
The year 2000 issue is the result of computer programs being
written using two digits rather than four to define the
applicable year. Computer programs that have time sensitive
software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal
business activities. Since the Company currently has no
operating business and does not use any computers, and since
it has no customers, suppliers or other constituents, there
are no material Year 2000 concerns.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended June 30,
1999, due to the net loss and no state income tax in Nevada, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of December 31, 1998, is as follows:
Net operation loss carry forward $ 1,434
Valuation allowance $ 1,434
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire in various
amounts from 2016 to 2018.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
- 11 -
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of Orion Research Group, Inc. consists of
2,500,000 shares with a par value of $0.01 per share.
Preferred Stock
Orion Research Group, Inc. has no preferred stock.
On December 27, 1996, the Company issued 250,000 shares of its
$0.01 par value common stock in consideration of $ 2,500.00 in cash.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company. Until
that time, the stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
- 12 -
<PAGE>
Orion Research Group, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
June 30, 1999 and December 31, 1998
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may, in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
- 13 -
<PAGE>
PART III EXHIBITS
Exhibits, filed with this registration statement
Exhibit A Financial Statements
Exhibit 3.1 Articles of Incorporation of Orion
Exhibit 3.2 Bylaws of Orion
Exhibit 4.1 Specimen Stock Certificate for Common Shares
Exhibit 23.1 Consent of Barry L. Friedman
Exhibit 27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, Orion has
caused this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized, in the City of Minden, State of Nevada, on the 31st
day of July, 1999.
ORION RESEARCH GROUP, INC.
By: /s/ Herman G. Herbig July 31, 1999
---------------------
Herman G. Herbig, President, Secretary
and sole Director
8
[Stamp of the office
of the Secretary of
State of the State
of Nevada]
--------------------------------------------
ORION RESEARCH GROUP, INC.
A Nevada Corporation
--------------------------------------------
ARTICLES OF INCORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned has this day formed a corporation for the transaction of
business, and the promotion and conduct of the objects and purposes hereinafter
stated, under and pursuant to the laws of the State of Nevada.
I DO HEREBY CERTIFY:
1. NAME. The name of the corporation, which is hereinafter referred to as
"the corporation", is:
ORION RESEARCH GROUP, INC.
2. REGISTERED OFFICE. The registered office of the corporation and the
resident agent in charge thereof shall be:
Herman G. Herbig, Esq.
1638 Esmeralda, Avenue
P. 0. Box 879
Minden, Nevada 89423-0879.
(702) 782-4003
Offices for the transaction of any business of the corporation and where the
meetings of the Board of Directors and of the shareholders may be held, and
where the books of the corporation may be kept, may be established and
maintained in any other part of the State of Nevada, or in any other state,
territory or possession of the United States of America, the District of
Columbia, or in any foreign country.
3. CAPITAL STOCK. The amount of the total authorized capital stock of
this corporation is 2,500,000 shares with par value of $0.01 per share. Each
share of stock shall have one (1) vote. Such stock may be issued from time to
time without action by the shareholders for such consideration as may be fixed
from time to time by the Board of Directors, and shares so issued, the full
consideration for which has been paid or delivered, shall be deemed the full
paid up stock, and the holder of such shares shall not be liable for any further
payment thereof Said stock shall not be subject to assessment to pay the debts
of the corporation, and no paid-up stock and no stock issues as fully paid,
shall ever be assessed of assessable by the corporation.
Herman G.
Hum. Ltd.
<PAGE>
Articles of Incorporation
Page 2
4. PREEMPTIVE RIGHTS. The corporation elects to have preemptive rights.
5. DIRECTORS. The governing board of this corporation shall be known as
Directors, and the number of directors may from time to time be increased or
decreased in such a manner as shall be provided by the bylaws of this
corporation and the laws of the State of Nevada. The name and post office
address of the members of first board of directors, which shall be one director
in number, is as follows:
BEN J. GILLARD
P. 0. Box 2217
Minden, Nevada 89423
6. BOARD OF DIRECTORS. The Board of Directors shall have the power and
authority to make and alter, or amend, the bylaws, to fix the amount in cash or
otherwise to be reserved as working capital, and to authorize and cause to be
executed the mortgages and liens upon property and franchises of the
corporation.
The Board of Directors shall, from time to time, determine whether, and
to what extent, and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of them, shall be
open to the inspection of the shareholders; and no shareholder shall have the
right to inspect any account, book or document of this corporation except as
conferred by the Statutes of Nevada, or authorized by the Directors or by
resolution of the shareholders.
No sale, conveyance, transfer, exchange or other disposition of all or
substantially all of the property, and assets of this corporation shall be made
unless approved by the vote or written consent of the shareholders entitled to
exercise two-thirds (2/3) of the voting power of the corporation.
The shareholders and directors shall have the power to hold their
meetings, and keep the books, documents and papers of the corporation outside of
the State of Nevada, and at such place as may from time to time be designated by
the bylaws or by resolution of the Board of Directors or shareholders, except as
otherwise required by the laws of the State of Nevada.
The corporation shall indemnify each present and future officer and
director of the corporation who serves at the request of the corporation as an
officer or director of any other corporation, whether or not such person is also
an officer or director of the corporation, against all costs, expenses and
liabilities, including the amounts of judgments, amounts paid in compromise
settlements and amounts paid for services of counsel and other related expenses,
which may be incurred by or imposed on him or her in connection with any claim,
action, suit, proceeding, investigation or inquiry hereafter made, instituted or
threatened in which he or she may be involved as a party or otherwise by reason
of any past or future action taken or authorized and approved by him or her or
any omission to act as such officer or director, at the time of the
Herman G. Herbig, LTD.
<PAGE>
Articles of Incorporation
Page 3
incurring or imposition of such costs, expenses, or liabilities, except such
costs, expenses or liabilities as shall relate to matters as to which he or she
shall in such action, suit or proceeding, be finally adjudged to be liable by
reason of his or her negligence or willful misconduct toward the corporation or
such other corporation in the performance of his duties as such officer or
director. As to whether or not a director or officer was liable by reason of his
or her negligence or willful misconduct toward the corporation or such other
corporation in the performance of his duties as such officer or director. in the
absence of such final adjudication of the existence of liability, the Board of
Directors and each officer and director may conclusively rely upon an opinion of
legal counsel selected by or in the manner designated by the Board of Directors.
The foregoing right of indemnification shall not be exclusive of other rights to
which any such officer or director may be entitled as a matter of law or
otherwise, and shall inure to the benefit or the heirs, executors,
administrators and assigns of each officer or director.
Authority is hereby granted to the shareholders of this corporation to
Vote to change, from time to time, the authorized number of directors of this
corporation by a duly adopted amendment to the bylaws of this corporation.
7. INCORPORATOR. The name and post office address of the incorporator
signing these Articles of Incorporation is Herman G. Herbig, Post Office Box 879
Minden, Nevada 89423-0879; Telephone (702) 782-400").
THE UNDERSIGNED, being the original incorporator hereinbefore named,
for the purpose of forming a corporation to do business both within and without
the State of Nevada, and in pursuance of the general corporation law of the
State of Nevada, does make and file this certificate, hereby declaring and
certifying that the facts hereinabove stated are true. and accordingly have
hereunto set my hand.
DATED AND DONE November 21, 1996.
/S/ Herman G "Herbig
------------------------
HERMAN G. HERBIG
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879
Office: (702) 782-400")
Fax: (702) 782-6025
HERMAN G. HERBIG, LTD.
<PAGE>
Articles of Incorporation
Page 4
STATE OF NEVADA )
)ss.
COUNTY OF DOUGLAS )
On November 21. 1996, before me, the undersigned Notary Public, duly
commissioned and sworn, personally appeared HERMAN G. HERBIG, known to me to be
the person whose name is subscribed to the within instrument, and who
acknowledged to me that he executed the same freely and voluntarily and for the
uses and purposes therein mentioned.
/S/ Sandy Dombrowski
- --------------------
NOTARY PUBLIC
SANDY DOMBROWSKI
Notary Public - Nevada
Douglas County
My Appointment Expires Mar. 1, 1999
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT
1. HERMAN G. HERBIG, hereby certify that on November 21, 1996, 1 accepted the
appointment as Resident Agent of ORION RESEARCH GROUP, INC. in accordance with
the provisions of NRS 78.090. Furthermore, that the registered office in this
State is located at:
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879.
IN WITNESS WHEREOF, I have set my hand November 21, 1996.
/S/ Herman G "Herbig
------------------------
HERMAN G "HERBIG
1638 Esmeralda Avenue
Post Office Box 879
Minden, Nevada 89423-0879
Office: (702) 782-400")
Fax: (702) 782-6025
Herman G. Herbig, Ltd.
--------------------------------------------
ORION RESEARCH GROUP, INC.
A Nevada Corporation
Secretary of State File NO. 24783-1996
--------------------------------------------
BYLAWS
--------------------------------------------
ARTICLE 1 - OFFICES
1.1 Registered Or Statutory Office, And Resident Agent The registered or
statutory office of the corporation in the State of Nevada is located in
Minden, Nevada. The registered, statutory or resident agent of the
corporation in charge of such office is THE BUSINESS ADVANTAGE, INC., a
Nevada corporation.
1.2 Other Places Of Business. Branch or subordinate offices or places of
business may be established at any time by the Board of Directors at any
place or places where the corporation is qualified to do business.
ARTICLE 2 - SHAREHOLDERS
2.1 Annual Meeting. The annual meeting of shareholders shall be held upon not
less than ten, nor more than fifty, days written notice of the time-. place
and purposes of the meeting, at 10:00 o'clock A.M. on the anniversary date
of incorporation of each year, at the principal office of the corporation
or at such other time and place as shall be specified in the notice of
meeting, in order to elect directors and transact such other business as
shall come before the meeting, including the election of any officers as
required by law. If that date is a legal holiday, the meeting shall be held
at the same hour on the next succeeding business day.
2.2 Special Meetings. A special meeting of shareholders may be called for any
purpose by the President or the Board of Directors, or as permitted by law.
A special meeting shall be held upon not less than ten, nor more than
fifty, days written notice of the time, place and purposes of the meeting.
2.3 Action Without Meeting. The shareholders may act without a meeting if.
prior or subsequent to such action, each shareholder who would have been
entitled to vote upon such action shall consent in writing to such
action. Such written consent or consents shall be filed in the minute book.
2.4 Quorum. The presence at a meeting in person or by proxy of the holders of
shares entitled to cast a majority (more than 50%) of all shares issued and
outstanding shall constitute a quorum.
2.5 Record Date. The record date for all meetings of shareholders shall be as
fixed by the Board of Directors or as provided by Statute.
ARTICLE 3 - BOARD OF DIRECTORS
3.1 Number and Term of Office. The Board of Directors shall consist of three in
number, or the number of shareholders, whichever shall be the least. Each
director shall be elected by the shareholders at each annual meeting and
shall hold office until the next annual meeting of shareholders and until
that director's successor shall have been elected and qualified.
3.2 Regular Meetings. A regular meeting of the Board shall be held without
notice immediately following and at the same place as the annual
shareholders' meeting for the purposes of electing officers and conducting
such other business as may come before the meeting. The Board, by
resolution. may provide for additional regular meetings which may be held
without notice, except to members not present at the time of the adoption
of the resolution.
3.3 Special Meetings. A special meeting of the Board may be called at any time
by the President or by the Directors for any purpose. Such meeting shall be
held upon not less than five (5) days notice if given orally (either by
telephone or in person), or by telegraph, or upon not less than ten (10)
days notice if given by
<PAGE>
depositing the notice in the United States Mail, postage prepaid. Such
notice shall specify the time, place and purposes of the meeting.
3.4 Action Without Meeting. The Board may act without a meeting if, prior to
such action, each member of the Board shall consent in writing thereto.
Such consent or consents shall be filed in the minute book.
3.5 Quorum. A majority of the entire Board shall constitute a quorum for the
transaction of business.
3.6 Vacancies in Board of Directors. Vacancies in the Board, whether caused by
removal, death, mental or physical incapacitation or any other reason,
including vacancies caused by an increase in the number of directors, may
be filled by the affirmative vote of a majority of the remaining Directors,
even though less than a quorum of the Board, or by a sole remaining
director.
ARTICLE 4 - WAIVERS OF NOTICE
Any Notice required by these Bylaws, the Articles of Incorporation or the
law of the State of Nevada may be waived in writing by any person entitled to
notice. The waiver or waivers may be executed either before, at or after the
event with respect to which notice is waived. Each Director or shareholder
attending a meeting without protesting the lack of proper notice, prior to the
conclusion of the meeting, shall be deemed conclusively to have waived such
notice.
ARTICLE 5 - OFFICERS
5.1 Election. At its regular meeting following the annual meeting of
shareholders, the Board shall elect a President, a Treasurer, a Secretary
and such other officers as shall be elected by the shareholders. It may
elect such other officers, including one or more Vice Presidents, as it
shall deem necessary. One person may hold three or more offices, and one
person may hold the offices of President Secretary and Treasurer at the
same time.
5.2 Duties and Authority of President The President shall be chief executive
officer of the Corporation. Subject only to the authority of the Board, he
shall have general charge and supervision over, and responsibility for, the
business and affairs of the corporation. Unless otherwise directed by the
Board, all other officers shall be subject to the authority and supervision
of the President. The President may enter into and execute in the name of
the corporation, contracts or other instruments in the regular course of
business or contracts or other instruments not in the regular course of
business which are authorized, either generally or specifically, by the
Board. He shall have the general powers and duties of management ,usually
vested in the office of President of a corporation.
5.3 Duties and Authority of Vice-President. The Vice President shall perform
such duties and have such authority as from fame to time may be delegated
to him by the President or by the Board. In the event of the absence,
death, inability or refusal to act by the President the Vice President
shall perform the duties and be vested with the authority of the President.
5.4 Duties and Authority of Treasurer. The Treasurer shall have the custody of
the funds and securities of the Corporation and shall keep or cause to be
kept regular books of account for the corporation. The Treasurer shall
perform such other duties and possess such other powers as are incident to
that office or as shall be assigned by the President or the Board.
5.5 Duties and Authority of Secretary. The Secretary shall cause notices of all
meetings to be served as prescribed in these Bylaws and shall keep, or
cause to be kept the minutes of all meetings of the shareholders and the
Board. The Secretary shall perform such other duties and possess such other
powers as are incident to that office or as are assigned by the President
or the Board.
5.6 Removal of Officers. The Board may remove any officer or agent of the
corporation if such action, in the judgment of the Board, is in the best
interest of the corporation. Appointment or election to a corporate office
shall not, of itself, establish or create contract rights.
5.7 Vacancies in Offices. The Board, in its absolute discretion, may fill all
vacancies in offices, regardless of the cause of such vacancies, for the
remainder of the terms of the offices.
<PAGE>
ARTICLE 6 - AMENDMENTS TO AND EFFECT OF BYLAWS
FISCAL YEAR; ISSUANCE OF STOCK
6.1 Force and Effect of Bylaws. These Bylaws are subject to the provisions of
the law of the State of Nevada and the Corporation's Articles of
Incorporation, as it may be amended from time to time. If airy provision in
these Bylaws is inconsistent with a provision in the laws of the State of
Nevada or the Articles of Incorporation, the laws of the State of Nevada
shall govern.
6.2 Incorporator. Wherever in these Bylaws references are made to more than one
incorporator, director or shareholder, they shall, if this is a sole
incorporator, director, shareholder corporation, be construed to mean the
solitary person; and all provisions dealing with the quantum of majorities
or quorums shall be deemed to mean the action by the one person
constituting the corporation.
6.3 Amendments to Bylaws. These Bylaws may be altered, amended or repealed by
the shareholders or the Board. Any Bylaw adopted, amended or repealed by
the shareholders may be amended or repealed by the Board, unless the
resolution of the shareholders adopting such Bylaw expressly reserves to
the shareholders the right to amend or repeal it.
6.4 Fiscal Year. The fiscal year of the corporation shall begin on the first
day of January of each year.
DATED December 27,1996
/s/
------------------------
Secretary
Certificate of Secretary
------------------------
THIS IS TO CERTIFY that I am the duly elected and qualified Secretary of ORION
RESEARCH GROUP, INC. for the meeting held on this date. The foregoing Bylaws,
constituting a true original copy were duly adopted as the Bylaws of said
corporation on this date by the Directors of said corporation. Said Bylaws have
not been modified or rescinded and at the date of this Certificate are in full
force and effect.
In Witness Whereof, I have hereunto set my hand on this day December 27, 1996
/s/
------------------------
Secretary
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA ON DECEMBER 5, 1996
*Certificate No. ** ** Shares **
Orion Research Group, Inc.
Secretary of State File No. 24783-1996
COMMON STOCK
This certifies that __________________is the owner(s) of ____________ fully paid
and non-assessable shares of Orion Research Group, Inc., a Nevada corporation,
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.
In Witness Whereof, the Corporation has caused this Certificate of be issued and
signed by its duly appointed officers on ________.
_______________________________ _______________________________
President Secretary
$0.01 PAR VALUE PER SHARE
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the use in the Form 10-SB Registration Statement under the
Securities Exchange Act of 1934 by Orion Research Group, Inc. (a Nevada
corporation) of our report dated May 3, 1999 on the financial statements of
Orion Research Group, Inc. as of April 30, 1999 and for the period from December
6, 1996 (date of inception) through April 30, 1999, accompanying the financial
statements contained in such Form 10-SB Registration Statement under the
Securities Exchange Act of 1934, and to the use of our name and the statements
with respect to us as appearing under the heading "Experts".
/s/ Barry L. Friedman
------------------------------
Barry L. Friedman, P.C.
Las Vegas, Nevada
July 30, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001093429
<NAME> Orion research Group, Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 846
<CURRENT-LIABILITIES> 800
<BONDS> 0
0
0
<COMMON> 2500
<OTHER-SE> (2454)
<TOTAL-LIABILITY-AND-EQUITY> 846
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 1020
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1020)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1020)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1020)
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