UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and
Exchange Act of 1934
2
E-COMMERCE GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0293704
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-
2500
Registrant's Attorney: Daniel G. Chapman, Esq., 2080 E.
Flamingo Road, Suite 112, Las Vegas, NV 89119
Securities to be registered pursuant to Section 12(b) of the
Act: None
Securities to be registered pursuant to Section 12(g) of the
Act:
Common Stock, $0.001 par value per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
e-commerce group Inc. (the "Company") is a Nevada
corporation formed on January 7, 1993 as Advanced Suspension
Technologies, Inc. Its principal place of business is
located at 3675 Pecos-McLeod, Suite 1400, Las Vegas, NV
89121. On December 27, 1996, the Company changed its name to
Dalton International Resources, Inc. On August 23, 1999, the
Company once again changed its name to "e-commerce group
Inc." in order to reflect its current operating plan (see
"Item 2"). The Company was organized to engage in any lawful
corporate business, including but not limited to,
participating in mergers with and acquisitions of other
companies. The Company has been in the developmental stage
since inception and has no operating history other than
organizational matters.
The Company was incorporated by Kenneth Coleman. He no
longer holds any position with the Company since resigning
from the Company's Board of Directors in 1996, and, although
he is the beneficial owner of 270,000 of the Company's
6,000,000 issued shares of common stock, he has had no
involvement in the Company's business since that time. The
Company has never had any operations.
Initially, founders shares were issued to Mr. Kenneth
Coleman, the incorporator. Mr. Coleman was issued 2,000,000
shares of common stock. Mr. Coleman sold or gifted his
shares to twelve friends and business acquaintances in
transactions exempt from registration pursuant to section 4
of the Securities Act of 1933, as amended (the "Securities
Act"). One of those individuals, Lidya Balfe, who was then
the corporate Secretary and a director, sold or gifted her
shares to a total of 17 individuals in transactions that
were also exempt from registration pursuant to section 4.
All such transactions took place prior to or during April,
1993.
On December 27, 1996, the Company increased the number of
authorized common shares to 100,000,000, and authorized a
3:1 forward split, thereby increasing the number of issued
and outstanding shares to 6,000,000.
The primary activity of the Company currently involves
seeking a company or companies that it can acquire or with
whom it can merge. The Company has narrowed its focus to
companies in the electronic commerce industry, and has had
preliminary talks with three companies in that industry. The
Company's plans are in the conceptual stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under
"Item 2, Plan of Operation". As such, the Company can be
defined as a "shell" company, whose sole purpose at this
time is to locate and consummate a merger or acquisition
with a private entity.
The proposed business activities described herein classify
the Company as a "blank check" company. Many states have
enacted statutes, rules, and regulations limiting the sale
of securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully
implemented its business plan.
The Company is filing this registration statement on a
voluntary basis, pursuant to section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act"), in order to
ensure that public information is readily accessible to all
shareholders and potential investors, to increase the
Company's access to financial markets, and to comply with
the NASD's Eligibility Rule. In the event the Company's
obligation to file periodic reports is suspended pursuant to
the Exchange Act, the Company anticipates that it will
continue to voluntarily file such reports. In order to
comply with the NASD's Eligibility Rule, the Company must
become fully reporting and have cleared all of the SEC's
comments, by November 1.
Risk Factors
The Company's business, as a blank check, is subject to
numerous risk factors, including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history and has received no
revenues or earnings from operations. The Company has no
significant assets or financial resources. The Company will,
in all likelihood, sustain operating expenses without
corresponding revenues, at least until it completes a
business combination. This may result in the Company
incurring a net operating loss which will increase
continuously until the Company completes a business
combination with a profitable business opportunity. There is
no assurance that the Company will identify a business
opportunity or complete a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial
condition, and management of the identified business
opportunity. While management intends to seek business
combinations with entities having established operating
histories, it cannot assure that the Company will
successfully locate candidates meeting such criteria. In the
event the Company completes a business combination, the
success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm
together with numerous other factors beyond the Company's
control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers
and joint ventures with, and acquisitions of small private
entities. A large number of established and well-financed
entities, including venture capital firms, are active in
mergers and acquisitions of companies which may also be
desirable target candidates for the Company. Nearly all such
entities have significantly greater financial resources,
technical expertise, and managerial capabilities than the
Company. The Company is, consequently, at a competitive
disadvantage in identifying possible business opportunities
and successfully completing a business combination.
Moreover, the Company will also compete with numerous other
small public companies in seeking merger or acquisition
candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
NO STANDARDS FOR BUSINESS COMBINATION. The Company is
negotiating the acquisition of two or three companies
currently operating in the electronic commerce industry (see
"Item 2"). There is no assurance, however, that these
acquisitions will take place. If they do not, there can be
no assurance the Company will successfully identify and
evaluate suitable business opportunities or conclude a
business combination. Management has not identified any
other industry or specific business within an industry for
evaluations. The Company has been in the developmental stage
since inception and has no operations to date. Other than
issuing shares to its original shareholders, the Company
never commenced any operational activities. There is no
assurance the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company
has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity
to have achieved, and without which the Company would not
consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter
into a business combination with a business opportunity
having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net
worth, or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting up to twenty hours per month to the business of the
Company. The Company's officers have not entered into
written employment agreements with the Company and are not
expected to do so in the foreseeable future. The Company has
not obtained key man life insurance on its officers or
directors. Notwithstanding the combined limited experience
and time commitment of management, loss of the services of
any of these individuals would adversely affect development
of the Company's business and its likelihood of continuing
operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which
compete directly with the Company. Additional conflicts of
interest and non "arms-length" transactions may also arise
in the event the Company's officers or directors are
involved in the management of any firm with which the
Company transacts business. The Company's Board of Directors
has adopted a resolution which prohibits the Company from
completing a combination with any entity in which management
serve as officers, directors or partners, or in which they
or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which
this policy could be changed while current management is in
control of the Company. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS - CONFLICTS OF
INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange
Act of 1934 (the "Exchange Act") must provide certain
information about significant acquisitions, including
certified financial statements for the company acquired,
covering one or two years, depending on the relative size of
the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements
may significantly delay or even preclude the Company from
completing an otherwise desirable acquisition. Acquisition
prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the
1934 Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has not conducted or received results of market
research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the
Company does not have, and does not plan to establish, a
marketing organization. If there is demand for a business
combination as contemplated by the Company, there is no
assurance the Company will successfully complete such
transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity or with multiple
entities involved in a single business. Consequently, the
resulting activities will be limited to that entity's
business. The Company's inability to diversify its
activities into a number of areas may subject the Company to
economic fluctuations within a particular business or
industry, thereby increasing the risks associated with the
Company's operations.
REGULATION. Although the Company will be subject to
regulation under the Securities Exchange Act of 1934,
management believes the Company will not be subject to
regulation under the Investment Company Act of 1940, insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of
entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment
company and could be expected to incur significant
registration and compliance costs. The Company has obtained
no formal determination from the Securities and Exchange
Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material
adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of the Company's common
stock will, in all likelihood, result in shareholders of a
private company obtaining a controlling interest in the
Company. Any such business combination may require
management of the Company to sell or transfer all or a
portion of the Company's common stock held by them, or
resign as members of the Board of Directors of the Company.
The resulting change in control of the Company could result
in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination
of their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is
based upon a business combination with a private concern
which, in all likelihood, would result in the Company
issuing securities to shareholders of such private company.
Issuing previously authorized and unissued common stock of
the Company will reduce the percentage of shares owned by
present and prospective shareholders, and a change in the
Company's control and/or management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares. A target
company may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by
seeking a business combination with the Company. The
perceived adverse consequences may include, but are not
limited to, time delays of the registration process,
significant expenses to be incurred in such an offering,
loss of voting control to public shareholders, and the
inability or unwillingness to comply with various federal
and state securities laws enacted for the protection of
investors. These securities laws primarily relate to
registering securities and full disclosure of the Company's
business, management, and financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business
combination the Company may undertake. Typically, these
transactions may be structured to result in tax-free
treatment to both companies, pursuant to various federal and
state tax provisions. The Company intends to structure any
business combination so as to minimize the federal and state
tax consequences to both the Company and the target entity.
Management cannot assure that a business combination will
meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of
both federal and state taxes, which may have an adverse
effect on both parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any
potential target company must provide audited financial
statements for review, and for the protection of all parties
to the business combination. One or more attractive business
opportunities may forego a business combination with the
Company, rather than incur the expenses associated with
preparing audited financial statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue
sky laws of any state, and the Company has no current plans
to register or qualify its shares in any state, holders of
these shares and persons who desire to purchase them in any
trading market that might develop in the future, should be
aware that there may be significant state blue sky
restrictions upon the ability of new investors to purchase
the securities. These restrictions could reduce the size of
any potential market. As a result of recent changes in
federal law, non-issuer trading or resale of the Company's
securities is exempt from state registration or
qualification requirements in most states. However, some
states may continue to restrict the trading or resale of
blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for
the Company's securities to be a limited one.
In addition to the above risk factors, if the Company enters
the electronic commerce field, as discussed in Item 2 below,
it will be subject to the following additional risk factors:
NEED FOR ADDITIONAL CAPITAL - The Company plans to raise
$6,000,000 to complete the acquisitions. It is believed that
this will provide sufficient capital to fund operations for
at least the next 12 months. Because of the rapid growth in
electronic commerce and the internet, and the rapid
improvements in technologies, it may be necessary to raise
additional funds in the next year so that the Company can
continue to compete.
COMPETITION - There are many competitors in the electronic
commerce field, many of them much larger than the Company,
with significant financial resources. While the Company
believes that its product offerings will be successful,
there is no guarantee that another company, one that is
larger and has more capital at its disposal, will not
duplicate these offerings in an effort to attract customers
to it, or to keep its customers from becoming customers of
the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in
Section 27A of the Securities Act of 1933 as amended (the
"Securities Act"), and Section 21E of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"). All
statements that are included in this Registration Statement,
other than statements of historical fact, are forward-
looking statements. Although Management believes that the
expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important
factors that could cause actual results to differ materially
from the expectations are disclosed in this Statement,
including, without limitation, in conjunction with those
forward-looking statements contained in this Statement.
Plan of Operation
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held
corporation. The Company has identified three potential
business partners, and has entered into negotiations with
them. While the Company is not required to restrict its
search to any specific business, industry, or geographical
location, and may participate in business ventures of
virtually any kind or nature, for the short term it will
concentrate on these three companies which are in the
electronic commerce business. In the event that the Company
does not proceed with a combination with either of these
businesses, it will revert to its general operating plan as
discussed in the following sections under the headings "Plan
of Operation - General", and "Sources of Opportunities".
Discussion of the proposed business under this caption and
throughout this Registration Statement is purposefully
general and is not meant to restrict the Company's virtually
unlimited discretion to search for and enter into a business
combination.
Proposed Plan of Operation - Electronic Commerce
The Company has entered into discussions to acquire two or
three companies that presently are engaged in the electronic
commerce industry. If the Company decides to complete these
acquisitions, it will need to raise approximately Six
Million Dollars ($6,000,000) in a private placement for the
Company's common stock. This private placement would take
place during the fourth quarter of 1999.
The Company views the electronic commerce industry as a huge
opportunity for providing value to the Company's
shareholders. The Company believes that because of the
internet we will see a profound difference in the way both
businesses and individuals engage in trade, and consumers
will use various implementations of e-commerce trading in
their everyday activities - from grocery shopping to buying
a new car, from telephone calls to interactive video
conferencing in our own homes, and from manually adjusted
home appliances to totally automated homes and offices.
Consumers will accept these changes and adopt them in the
same manner we adjusted to the telephone, the television and
the cash machines at the bank. This technology and social
revolution may very well change the balance of our social
and working lives providing more time for social pursuits.
Many say it will have an equal impact to that of the
discovery and distribution of electricity.
Already more than 100 million people around the world use
the Internet and an estimated 17 million use electronic
commerce to conduct business. At present the bulk of the
electronic commerce trade is business-to-business and this,
according to IDG analysts, will rise from $32 billion in
1998 to $425 billion by 2002. In addition, the Gartner Group
predicts the growth of Internet users from today's number of
100 million to closer to one billion by 2005.
This explosion in Internet users and electronic commerce
trade will be supported by a rapid and diversified
development of new products and services. The Internet
itself will develop to provide improvements in speed and
bandwidth by between 100 and 1000 times today's capacity.
Even today the U.S. Government is considering an investment
of $850 million for the development of high performance
computing and communications.
The Company will be formed from existing businesses that
already operate in the electronic commerce and Internet
Services businesses and will focus on creating full service
electronic commerce solutions to capitalize on the huge
market growth indicated above. The initial focus will be on
the retail and consumer point of sale/service market on a
world-wide basis where electronic commerce integration into
the retail and professional services businesses is required.
Typical installations would be in the following areas;
Retail stores and shopping malls/centers
Financial Services companies
Hotels / Leisure Centers
Public transport centers such as stations and
airports
E-Business / Internet Cafes and Bars
On board Trains, airplanes, boats and buses
etc.
Integrated electronic commerce Kiosks &
telephone/videophone
The second area will be that of the `Home Interface' for
electronic commerce. In this case, elegant `fashion style'
models of electronic commerce terminals would be deployed
into homes (normally the kitchens) for everyday domestic
uses such as the following;
On line shopping from sponsoring supermarkets
and retailers with home delivery supported by
in home bar code reading of previously
purchased items
Full multi-media interface with news and
domestic services providers
On-line recipes, video instructions for food
preparation and instruction on the use of
domestic equipment
Food manufactures services including
nutritional information
Full Internet access from through an
environmentally suitable touch screen with
the usual e-mail and browsing facilities
Full multimedia video conferencing and video
message services
The target companies already operate in these areas. At
present, they operate a full service Internet Service
Provider to over 7,000 corporate dial up users, providing,
among other features, web mail, web news, domain name
reservations, and hosting the web-sites for over 1,000
clients. In addition, one of the target companies designs,
builds, and implements Windows-based touch screen and
keyboard-based Internet Kiosks, and provides a pay-as-you-go
internet payment systems progammable to recognize multiple
currencies and credit cards.
To become a world-class full-service electronic commerce
provider, effort must be placed on the continued development
of the current hardware, software, and network architecture,
and must replace the companies' dependence on software
suppliers with higher quality, customized software developed
in-house.
Because of limited financial resources, their ability to
complete their business plans is constrained. By completing
the combination, not only will the companies have an influx
of capital to complete their plans, but the combination of
the companies will have a synergistic effect upon them.
Plan of Operation - General
Assuming that the acquisitions described above are not
completed, the Company may seek a combination with a firm
which only recently commenced operations, or a developing
company in need of additional funds to expand into new
products or markets or seeking to develop a new product or
service, or an established business which may be
experiencing financial or operating difficulties and needs
additional capital which is perceived to be easier to raise
by a public company. In some instances, a business
opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash
but which desires to establish a public trading market for
its common stock. The Company may purchase assets and
establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.
Selecting a business opportunity will be complex and
extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries,
and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-
traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the
terms on which additional equity financing may be sought,
providing liquidity for the principals of a business,
creating a means for providing incentive stock options or
similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes) for all
shareholders, and other items. Potentially available
business opportunities may occur in many different
industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult
and complex.
Management believes that the Company may be able to benefit
from the use of "leverage" to acquire a target company.
Leveraging a transaction involves acquiring a business while
incurring significant indebtedness for a large percentage of
the purchase price of that business. Through leveraged
transactions, the Company would be required to use less of
its available funds to acquire a target company and,
therefore, could commit those funds to the operations of the
business, to combinations with other target companies, or to
other activities. The borrowing involved in a leveraged
transaction will ordinarily be secured by the assets of the
acquired business. If that business is not able to generate
sufficient revenues to make payments on the debt incurred by
the Company to acquire that business, the lender would be
able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the
amount of funds that the Company must commit to acquire a
business, may correspondingly increase the risk of loss to
the Company. No assurance can be given as to the terms or
availability of financing for any acquisition by the
Company. During periods when interest rates are relatively
high, the benefits of leveraging are not as great as during
periods of lower interest rates, because the investment in
the business held on a leveraged basis will only be
profitable if it generates sufficient revenues to cover the
related debt and other costs of the financing. Lenders from
which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the
Company. It is not possible at this time to predict the
restrictions, if any, which lenders may impose, or the
impact thereof on the Company.
The Company has insufficient capital with which to provide
the owners of businesses significant cash or other assets.
Management believes the Company will offer owners of
businesses the opportunity to acquire a controlling
ownership interest in a public company at substantially less
cost than is required to conduct an initial public offering.
The owners of the businesses will, however, incur
significant post-merger or acquisition registration costs in
the event they wish to register a portion of their shares
for subsequent sale. The Company will also incur significant
legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs
of preparing post-effective amendments, Forms 8-K,
agreements, and related reports and documents. Nevertheless,
the officers and directors of the Company have not conducted
market research and are not aware of statistical data which
would support the perceived benefits of a merger or
acquisition transaction for the owners of a businesses. The
Company does not intend to make any loans to any prospective
merger or acquisition candidates or to unaffiliated third
parties.
The Company will not restrict its search for any specific
kind of firms, but may acquire a venture which is in its
preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is impossible to predict at this time the status of
any business in which the Company may become engaged, in
that such business may need to seek additional capital, may
desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer. However,
the Company does not intend to obtain funds in one or more
private placements to finance the operation of any acquired
business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect
associations between them and other business and
professional people. It is not presently anticipated that
the Company will engage professional firms specializing in
business acquisitions or reorganizations.
Management, while not especially experienced in matters
relating to the new business of the Company, will rely upon
their own efforts and, to a much lesser extent, the efforts
of the Company's shareholders, in accomplishing the business
purposes of the Company. It is not anticipated that any
outside consultants or advisors, other than the Company's
legal counsel and accountants, will be utilized by the
Company to effectuate its business purposes described
herein. However, if the Company does retain such an outside
consultant or advisor, any cash fee earned by such party
will need to be paid by the prospective merger/acquisition
candidate, as the Company has no cash assets with which to
pay such obligation. There have been no discussions,
understandings, contracts or agreements with any outside
consultants and none are anticipated in the future. In the
past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by the Company's Board
of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of
the size of the transaction, based upon a sliding scale of
the amount involved. Such fees are typically in the range of
5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that
such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the
Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires
the rights to a product, rather than entering into a merger
or acquisition, it most likely would need to seek debt or
equity financing or obtain funding from third parties, in
exchange for which the Company would probably be required to
give up a substantial portion of its interest in any
acquired product. There is no assurance that the Company
will be able either to obtain additional financing or to
interest third parties in providing funding for the further
development, marketing and manufacturing of any products
acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company (see "Item 5"). In the event that
the electronic commerce opportunity does not complete,
management intends to concentrate on identifying prospective
business opportunities which may be brought to its attention
through present associations with management. With respect
to the current electronic commerce opportunity, management
has evaluated the prospects in the manner set forth below.
In analyzing prospective business opportunities, management
will consider, among other factors, such matters as;
1. the available technical, financial and managerial
resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which
may be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of
the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of
products, services or trades
12. name identification
Management will meet personally with management and key
personnel of the firm sponsoring the business opportunity as
part of their investigation. To the extent possible, the
Company intends to utilize written reports and personal
investigation to evaluate the above factors. The Company
will not acquire or merge with any company for which audited
financial statements cannot be obtained.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to
identify and evaluate such risks. Promoters of some
opportunities may have been unable to develop a going
concern or may present a business in its development stage
(in that it has not generated significant revenues from its
principal business activities prior to the Company's
participation.) Even after the Company's participation,
there is a risk that the combined enterprise may not become
a going concern or advance beyond the development stage.
Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such
risks will be assumed by the Company and, therefore, its
shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention as well as
substantial costs for accountants, attorneys, and others. If
a decision is made not to participate in a specific business
opportunity the costs incurred in the related investigation
would not be recoverable. Furthermore, even if an agreement
is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss by the Company of the related costs
incurred.
There is the additional risk that the Company will not find
a suitable target. Management does not believe the Company
will generate revenue without finding and completing a
transaction with a suitable target company. If no such
target is found, therefore, no return on an investment in
the Company will be realized, and there will not, most
likely, be a market for the Company's stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
Once a transaction is complete, it is possible that the
present management and shareholders of the Company will not
be in control of the Company. In addition, a majority or all
of the Company's officers and directors may, as part of the
terms of the transaction, resign and be replaced by new
officers and directors without a vote of the Company's
shareholders.
It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions
from registration under applicable Federal and state
securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may
agree to register such securities either at the time the
transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial
additional securities and their potential sale into any
trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company
may be a party cannot be predicted, it may be expected that
the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code"). In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event, the shareholders of the Company, including investors
in this offering, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of
certain information provided, check references of management
and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial
resources and management expertise.
The manner in which the Company participates in an
opportunity with a target company will depend on the nature
of the opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength of the
Company and such other management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on
the percentage of the Company which the target company's
shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
the Company's shareholders will, in all likelihood, hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then
shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and
pursuing agreements with target companies. Management
anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that
any such agreement may, in fact, be contingent upon the
repayment of those funds.
Competition
The Company is an insignificant participant among firms
which engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture
capital firms which have significantly greater financial and
personal resources, technical expertise and experience than
the Company. In view of the Company's limited financial
resources and management availability, the Company will
continue to be at significant competitive disadvantage vis-a-
vis the Company's competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year
2000 approaches. The Company has assessed these issues as
they relate to the Company, and since the Company currently
has no operating business and does not use any computers,
and since it has no customers, suppliers or other
constituents, it does not believe that there are any
material year 2000 issues to disclose in this Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting
or trading securities. While the Company does not intend to
engage in such activities, the Company may obtain and hold a
minority interest in a number of development stage
enterprises. The Company could be expected to incur
significant registration and compliance costs if required to
register under the Investment Company Act of 1940.
Accordingly, management will continue to review the
Company's activities from time to time with a view toward
reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in
such manner as to minimize Federal and state tax
consequences to the Company and to any target company.
Employees
The Company's only employees at the present time are its
officers and directors, who will devote as much time as the
Board of Directors determine is necessary to carry out the
affairs of the Company. (See "Item 5").
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at
this time. The Company does have the use of a limited amount
of office space from the Resident Agent at no cost to the
Company, and Management expects this arrangement to
continue. The Company pays its own charges for long distance
telephone calls and other miscellaneous secretarial,
photocopying, and similar expenses. This is a verbal
agreement between the Resident Agent and the Board of
Directors.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
There are no persons known to the Company, as of June 11,
1999, to be a beneficial owner of five percent (5%) or more
of the Company's common stock, and none of the directors or
officers own any of the Company's common stock.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS
The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until
their successors have been elected. The officers serve at
the pleasure of the Board of Directors.
There are no agreements for any officer or director to
resign at the request of any other person, and none of the
officers or directors named below are acting on behalf of,
or at the direction of, any other person.
The Company's officers and directors will devote their time
to the business on an "as-needed" basis, which is expected
to require 5-10 hours per month.
Information as to the directors and executive officers of
the Company is as follows:
Name/Address Age Position
David A. Wood 44 President / Director
1322 Wellington Drive
North Vancouver, B.C.
V7K 1L5
David Wong 44 Secretary/Treasurer/Director
680 East Fifth Avenue
#215
Vancouver, B.C. V5T 1J2
Mr. David Wood; President
Mr. Wood has been the President/ of the Company since
February 12, 1999. He was elected to the Company's Board of
Directors on February 12, 1999 and his current term expires
at the next annual meeting. Mr. Wood holds a Bachelor of
Commerce Degree from the University of Alberta in 1982. He
has also received a Diploma in Urban Land Economics from the
University of British Columbia in 1994. He is also a Real
Estate Agent.
Mr. Woods was a Board Member of the Canadian Ski
Instructors' Alliance (C.S.I.A.), British Columbia
Committee, from 1985 to 1987. In 1987, he became a Director
of C.S.I.A., National Board, which he held until 1992. He
then became a Financial Planner for Principal Consultants,
Edmonton from 1982 to 1983. There he was promoted from
sales to Branch Manager, in which he was responsible for
recruiting, training and management of an investment sales
group. From 1983 to 1984, he was a Managing Partner at
Hidden Ridge Recreations, Ltd. (Downhill and Cross Country
Ski Area). Mr. Woods was responsible for pull program
design, implementation and management for the operation of
new ski venture. He was also responsible for recruiting,
training and staff management, marketing and promotion, and
all general area operations. From 1984 to 1990, Mr. Woods
was the Assistant Director of the Ski School at Grouse
Mountain Resorts, Ltd. There he was responsible for
recruitment, staff training and development, staff
scheduling, public relations and general operations, where
he also managed 12 supervisors and, in turn, oversaw 120
instructors and staff. From 1991 to 1996, he was self-
employed as a Real Estate Agent, with direct experience in
staff training and development, real estate sales
organization, recruitment, sales, and business development.
In 1996, he was a Mortgage Broker with Bank of Montreal.
From 1996 through 1997, Mr. Woods was employed as a Mortgage
Broker with Canada Trust, trust company. From 1997 to 1998,
he was employed at Cypress Bowl Recreations, Ltd. in Off
Mountain Sales and Marketing. Since 1998, he has been the
Sales and Leasing Representative with Don Docksteader.
Mr. David Wong, Secretary/Treasurer;
Mr. Wong has been the Secretary and Treasurer of the Company
since he was elected to the Company's Board of Directors on
February 12, 1999. His current term expires at the next
annual meeting. Mr. Wong received designations as a
Chartered Accountant in 1986 and a Certified Management
Accountant in 1985. He holds a Bachelor of Science degree
in Biology form Simon Fraser University in 1976, and in 1981
received a Masters of Science in Genetics and a Masters of
Business Administration form the University of British
Columbia. In 1996, he completed the four year program in
Urban Land Economics from the Real estate Division of the
University of British Columbia.
After holding a number of auditing positions, in 1987 Mr.
Wong was appointed as Chief Financial Officer and Corporate
Secretary of Detroit Diesel - Allison British Columbia,
Ltd., a private company with annual sales of approximately
$45,000,000. In 1992, Mr. Wong became a self-employed
Financial Consultant, working with public companies that
traded on the Vancouver Stock Exchange. In 1994, he took a
position as Controller, CFO, and Corporate Secretary with
Global Teleworks Corp., a start-up public company in
Vancouver. He left in 1996 to accept a position as
Controller with UAP/NAPA Auto Marine Electric, Ltd., a
public auto-parts company with annual sales of approximately
$800,000,000. Since 1998, Mr. Wong has been the Controller
of Hollyburn Lumber Company, a private company that
distributes lumber and building supplies.
Blank Check Experience
Neither of the officers and directors have experience with
blank-check companies. There is no family relationship
between any of the officers and directors of the Company.
The Company's Board of Directors has not established any
committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote
only a minor amount of time to the Company's affairs. The
officers and directors of the Company may in the future
become shareholders, officers or directors of other
companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the
Company. The Company does not currently have a right of
first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may
relate to the Company's proposed business operations.
The officers and directors are, so long as they are officers
or directors of the Company, subject to the restriction that
all opportunities contemplated by the Company's plan of
operation which come to their attention, either in the
performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the
Company and the companies that they are affiliated with on
an equal basis. A breach of this requirement will be a
breach of the fiduciary duties of the officer or director.
Subject to the next paragraph, if a situation arises in
which more than one company desires to merge with or acquire
that target company and the principals of the proposed
target company have no preference as to which company will
merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set
forth above, the Company has not adopted any other conflict
of interest policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of
1934, management believes the Company will not be subject to
regulation under the Investment Company Act of 1940 insofar
as the Company will not be engaged in the business of
investing or trading in securities. In the event the Company
engages in business combinations which result in the Company
holding passive investment interests in a number of
entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment
company and could be expected to incur significant
registration and compliance costs. The Company has obtained
no formal determination from the Securities and Exchange
Commission as to the status of the Company under the
Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material
adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the
past. They both have agreed to act without compensation
until authorized by the Board of Directors, which is not
expected to occur until the Registrant has generated
revenues from operations after consummation of a merger or
acquisition. As of the date of this registration statement,
the Company has no funds available to pay directors.
Further, none of the directors are accruing any compensation
pursuant to any agreement with the Company.
It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated
entity, that entity may desire to employ or retain one or
more members of the Company's management for the purposes of
providing services to the surviving entity, or otherwise
provide other compensation to such persons. However, the
Company has adopted a policy whereby the offer of any post-
transaction remuneration to members of management will not
be a consideration in the Company's decision to undertake
any proposed transaction. Each member of management has
agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to
them by any entity which proposes to undertake a transaction
with the Company and further, to abstain from voting on such
transaction. Therefore, as a practical matter, if each
member of the Company's Board of Directors is offered
compensation in any form from any prospective merger or
acquisition candidate, the proposed transaction will not be
approved by the Company's Board of Directors as a result of
the inability of the Board to affirmatively approve such a
transaction.
It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the
Company. In the event the Company consummates a transaction
with any entity referred by associates of management, it is
possible that such an associate will be compensated for
their referral in the form of a finder's fee. It is
anticipated that this fee will be either in the form of
restricted common stock issued by the Company as part of the
terms of the proposed transaction, or will be in the form of
cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the
acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee
cannot be determined as of the date of this registration
statement, but is expected to be comparable to consideration
normally paid in like transactions. No member of management
of the Company will receive any finders fee, either directly
or indirectly, as a result of their respective efforts to
implement the Company's business plan outlined herein.
Persons "associated" with management is meant to refer to
persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been
adopted by the Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which
contains a policy that the Company will not seek an
acquisition or merger with any entity in which any of the
Company's Officers, Directors, principal shareholders or
their affiliates or associates serve as officer or director
or hold any ownership interest. Management is not aware of
any circumstances under which this policy may be changed
through their own initiative.
The proposed business activities described herein classify
the Company as a "blank check" company. Many states have
enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective
jurisdictions. Management does not intend to undertake any
efforts to cause a market to develop in the Company's
securities until such time as the Company has successfully
implemented its business plan described herein.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such
action by or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Company's common stock is quoted on the over-the-counter
market in the United States under the symbol ECGM. The
Company previously traded on the over-the-counter market
under the symbol DIRI. Management has not undertaken any
discussions, preliminary or otherwise, with any prospective
market maker concerning the participation of such market
maker in the after-market for the Company's securities and
management does not intend to initiate any such discussions
until such time as the Company has consummated a merger or
acquisition. There is no assurance that a trading market
will ever develop or, if such a market does develop, that it
will continue.
After a merger or acquisition has been completed, one or
both of the Company's officers and directors will most
likely be the persons to contact prospective market makers.
It is also possible that persons associated with the entity
that merges with or is acquired by the Company will contact
prospective market makers. The Company does not intend to
use consultants to contact market makers.
Market Price
The Registrant's Common Stock is not quoted at the present
time.
Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks; and (ii)
the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks,
the broker or dealer must (i) obtain financial information
and investment experience and objectives of the person; and
(ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and that person
has sufficient knowledge and experience in financial matters
to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior
to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock
market, which, in highlight form, (i) sets forth the basis
on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held
in the account and information on the limited market in
penny stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes
in the criteria for initial listing on the NASDAQ Small Cap
market and for continued listing. For initial listing, a
company must have net tangible assets of $4 million, market
capitalization of $50 million or net income of $750,000 in
the most recently completed fiscal year or in two of the
last three fiscal years. For initial listing, the common
stock must also have a minimum bid price of $4 per share. In
order to continue to be included on NASDAQ, a company must
maintain $2,000,000 in net tangible assets and a $1,000,000
market value of its publicly-traded securities. In addition,
continued inclusion requires two market-makers and a minimum
bid price of $1.00 per share.
Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which
will allow the Company's securities to be traded without the
aforesaid limitations. However, there can be no assurances
that, upon a successful merger or acquisition, the Company
will qualify its securities for listing on NASDAQ or some
other national exchange, or be able to maintain the
maintenance criteria necessary to insure continued listing.
The failure of the Company to qualify its securities or to
meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-
counter market. As a result, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as
to the market value of, the Company's securities.
Holders
There are 34 holders of the Company's Common Stock.
Initially, the incorporator was issued 2,000,000 shares,
which were subsequently sold or gifted to a total 19
persons. The then underwent a 3:1 forward stock split,
resulting in 6,000,000 shares issued and outstanding. All of
the issued and outstanding shares of the Company's Common
Stock were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act
of 1933.
Dividends
The Registrant has not paid any dividends to date, and has
no plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on
Section 4(2) of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering
the shares. The securities were offered for investment only
and not for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted.
Of the 6,000,000 shares presently outstanding, a total of
540,000 are restricted and may not be sold other than
pursuant to a registration statement being in effect,
pursuant to an exemption from registration, or in accordance
with Rule 144. In general, under Rule 144, a person (or
persons whose shares are aggregated) who has satisfied a one
year holding period, under certain circumstances, may sell
within any three-month period a number of shares which does
not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale.
Rule 144 also permits, under certain circumstances, the sale
of shares without any quantity limitation by a person who
has satisfied a two-year holding period and who is not, and
has not been for the preceding three months, an affiliate of
the Company.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the
issuance of 100,000,000 shares of Common Stock, $0.001 par
value per share, of which 6,000,000 are issued and
outstanding. The shares are non-assessable, without pre-
emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to one vote for each
share on all matters to be voted on by the stockholders. The
shares are fully paid, non-assessable, without pre-emptive
rights, and do not carry cumulative voting rights. Holders
of common shares are entitled to share ratably in dividends,
if any, as may be declared by the Company from time-to-time,
from funds legally available. In the event of a liquidation,
dissolution, or winding up of the Company, the holders of
shares of common stock are entitled to share on a pro-rata
basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which
additional shares of any class or series of the Company's
stock would be issued to management or promoters, or
affiliates or associates of either.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or
omissions not amounting to intentional misconduct, fraud, or
a knowing violation of the law, since provisions have been
made in the Articles of incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws
also provide for indemnification of the officers and
directors of the Company in most cases for any liability
suffered by them or arising from their activities as
officers and directors of the Company if they were not
engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they
would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity
in handling the Company's affairs. A shareholder may be able
to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages
where the Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative
suit to enforce their rights, including rights under certain
federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in
connection with such sale or purchase, including the
misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements
appearing at Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its
formation, and Management has had no disagreements with the
findings of its accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Barry L. Friedman,
P.C. dated August 18, 1999
Balance Sheet as of 6 Months Ended June 30, 1999,
and December 31, 1998
Statement of Operation for the 3 Months Ended June
30, 1999, and the 3 Months Ended June 30, 1998;
for the 6 Months Ended June 30, 1999, and June
30, 1998; for the Year Ended December 31, 1998,
and December 31, 1997; for the period January
7, 1993 (inception) to June 30, 1999.
Statement of Stockholders' Equity
Statement of Cash Flows for the 3 Months Ended
June 30, 1999, and the 3 Months Ended June 30,
1998; for the 6 Months Ended June 30, 1999, and
June 30, 1998; for the Year Ended December 31,
1998, and December 31, 1997; for the period
January 7, 1993 (inception) to June 30, 1999.
Notes to Financial Statements
INDEPENDENT AUDITORS' REPORT
Board of Directors
August 18, 1999
Dalton International Resources, Inc.
Las Vegas, Nevada
I have audited the Balance Sheets of Dalton International
Resources, Inc., (A Development Stage Company), as of June
30, 1999, and December 31, 1998, and the related Statements
of Stockholders' Equityfor June 30, 1999, and December 31,
1998, and Statements of Operations and Cash Flows for the
three months ending June 30, 1999, and June 30, 1998, for
the six months ended June 30,1 999, and June 30, 1998, and
the two years ended December 31, 1998, and December 31,
1997, and the period January 7, 1993 (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 I plan and
perform my 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
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 Dalton International Resources, 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 the Statements of Operations 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 January 7, 1993 (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 #3 to the financial statements, the
Company has no established source of revenue. This raises
substantial doubt about its ability to continue as a going
concern. Management's plan inregard to these matters are
also described in Note #3. The financial statements do not
include any adjustments that might result from the outcome
of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
BALANCE SHEET
6 Months Year Ended
Ended June December
30, 1999 31, 1998
ASSETS
CURRENT ASSETS: 0 0
TOTAL CURRENT ASSETS 0 0
OTHER ASSETS; 0 0
TOTAL OTHER ASSETS 0 0
TOTAL ASSETS 0 0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances (Note #6) $2,755 0
TOTAL CURRENT LIABILITIES $2,755 0
STOCKHOLDERS' EQUITY;
Common stock, $0.001 par value, $6,000
authorized 100,000,000 shares
issued and outstanding
December 31, 1998 - 6,000,000
shares
June 30, 1999 - 6,000,000 shares $6,000
Additional paid-in Capital -3,500 -3,500
Accumulated loss -5,255 -2,500
TOTAL STOCKHOLDERS' EQUITY $2,755 0
TOTAL LIABILITIES AND 0 0
STOCKHOLDERS' EQUITY
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling $120 0 $2,755 0
and
Administrative
Total Expenses $120 0 $2,755 0
Net Profit/Loss(-$ -120 0 $ -2,755 0
)
Net Profit/Loss NIL NIL $ -.0005 NIL
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000 6,000,00 6,000,000 6,000,000
Number of common 0
Shares
outstanding
See accompanying notes to financial statements & audit
report
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS (continued)
Year Year Jan. 7,
Ended Ended 1993
Dec. 31, Dec. 31, (inceptio
1998 1997 n) to
June 30,
1999
INCOME:
Revenue 0 0 0
EXPENSES:
General, Selling 0 0 $5,255
and
Administrative
Total Expenses 0 0 $5,255
Net Profit/Loss(-0 0 $ -5,255
)
Net Profit/Loss NIL NIL $ -.0009
(-) Per weighted
Share (Note 2)
Weighted average 6,000,000 6,000,000 6,000,000
Number of common
Shares
outstanding
See accompanying notes to financial statements & audit
report
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additiona Accumulate
Shares Amount l paid-in d Deficit
Capital
Balance, 6,000,00 $6,000 $ -3,500 $ -2,500
December 31, 1997 0
Net loss year ended 0
December 31, 1998
Balance, 6,000,00 $6,000 $ -3,500 $ -2,500
December 31, 1998 0
Net loss, January -2,755
1, 1999 to June 30,
1999
Balance, 6,000,00 $6,000 $ -3,500 $ -5,255
June 30, 1999 0
See accompanying notes to financial statements & audit
report.
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
3 Months 3 Months 6 Months 6 Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
1999 1998 1999 1998
Cash Flows from
Operating Activities:
Net Loss $ -120 0 $ -2,755 0
Adjustment to 0 0 0 0
Reconcile net loss to
cash provided by
operating activities:
Changes in Assets and
Liabilities:
Increase in current
Liabilities:
Officers Advances +120 0 +2,755 0
Cash Flows from 0 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 0 0
stock
Net increase 0 0 0 0
(decrease) in cash
Cash, Beginning of 00 0 0 0
period
Cash, end of period 0 0 0 0
See accompanying notes to financial statements & audit
report
DALTON INTERNATIONAL RESOURCES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS (continued)
Year Year Ended Jan. 7,
Ended Dec. 31, 1993
Dec. 31, 1997 (inception
1998 ) to June
30, 1999
Cash Flows from
Operating Activities:
Net Loss 0 0 $ -5,255
Adjustment to
Reconcile net loss to
cash provided by
operating activities:
Changes in Assets and
Liabilities:
Increase in current
Liabilities:
Officers Advances 0 0 +2,755
Cash Flows from 0 0 0
Investing Activities
Cash Flows from
Financing Activities:
Issuance of common 0 0 +2,500
stock
Net increase 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0
period
Cash, end of period 0 0 0
See accompanying notes to financial statements & audit
report
DALTON INTERNATIONAL RESOURCES, 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 January 7, 1993, under the laws of
the State of Nevada as Advanced Suspension Technologies,
Inc. The Company currently has no operations and in
accordance with SFAS #7, is considered a development
company.
On January 7, 1993, the company issued 2,000,000 shares of
its $0.001 par value common stock for services of $2,500.00
On June 21, 1996, the State of Nevada approved the Company's
restated Articles of Incorporation, which increase its
capitalization from 3,000,000 common shares to 50,000,000
common shares, the par value remained unchanged at $.001.
On December 27, 1996, the State of Nevada approved the
Company's restated Articles of Incorporation, which
increased its capitalization from 50,000,000 common shares
to 100,000,000 common shares, the par value remained
unchanged at $.001.
On December 27, 1996, the company forward split its common
stock 3:1, thus increasing the number of outstanding common
stock shares from 2,000,000 shares to 6,000,000 shares.
On December 27, 1996, the Company changed its name to Dalton
International Resources, Inc.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted
average number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company has no current source of
revenue. Without realization of additional captial, it
would be unlikely for the Company to continue as a going
concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. Office services are provided without charge by a
director. 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 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a
merger with an existing operating company, an officer of the
Company has advanced funds to the Company to pay for any
costs incurred by it. These funds are interest free.
EXHIBITS
3.1 Articles of Incorporation
3.1a Amended Articles of Incorporation
3.1b Amended Articles of Incorporation
3.2 By-Laws
ARTICLES OF INCORPORATION
OF
ADVANCED SUSPENSION TECHNOLOGIES, INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily
associated ourselves together for the purpose of forming a
corporation under the laws of the State of Nevada and we do
hereby certify:
I.
The name of this corporation is ADVANCED SUSPENSION
TECHNOLOGIES, INC.
II.
The resident agent of said corporation shall be Pacific
Stock Transfer, 7631 Bermuda Ave., Las Vegas, NV 89123 and
such other offices as may be determined by the By-Laws in
and outside of the State of Nevada.
III.
The objects to be transacted, business and pursuit and
nature of the business, promoted or carried on by this
corporation are and shall continue to be engaged in any
lawful activity.
IV.
The members of the governing board shall be styled Directors
and the first Board of Directors shall consist of one (1)
The number of stockholders of said corporation shall consist
of one (1) . The number of directors and shareholders of
this corporation may, from time to time, be increased or
decreased by an amendment to the By-Laws of this Corporation
in that regard, and without the necessity of amending these
Articles of Incorporation. The name and address of the
first Board of Directors and of the incorporator signing
these Articles is as follows:
Kenneth Coleman P.O.
Box 93385
Las
Vegas, NV 89193
V.
The Corporation is to have perpetual existence.
VI.
The total authorized capitalization of this Corporation
shall be and is the sum of 3,000,000 shares Common stock at
$.001 par value, said stock to carry full voting power and
the said shares shall be issued fully paid at such times as
the Board of Directors may designate in exchange for cash,
property, or services, the stock of other corporations or
other values, rights or things, and the judgment of the
Board of Directors as to the value thereof shall be
conclusive.
VII.
The capital stock shall be and remain non-assessable. The
private property of the stockholders shall not be liable for
the debts or liabilities of the Corporation.
IN WITNESS WHEREOF, I have set my hand this 5th day of
January, 1993
/s/ Kenneth P. Coleman
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
Advanced Suspension Technologies, Inc
(the "Corporation")
We the undersigned, Dr. Kenneth Coleman (President) and
Lidiya Balfe (Treasurer) of the Corporation do hereby
certify:
That the board of Directors of the Corporation at a meeting
duly convened and held on the 18th day of December, 1996,
adopted a resolution to amend the original articles as
follows:
Article I is hereby amended to read as follows:
"The name of the Corporation is
(hereinafter known as the corporation)
is Dalton International Resources, Inc."
Article IV is hereby amended to read as follows:
"The authorized capital shares of common
stock shall be 100,000,000 shares with a
par value of $0.001 per share. All
voting rights of the corporation shall
be exercised by the holders of the
Common Stock, with each share of the
Common Stock being entitled to one vote.
Cumulative voting will not be allowed.
All shares of Common Stock shall have
equal rights in the event of dissolution
or final liquidation. The issued and
outstanding shares of 2,000,000 (two-
million) are hereby forward split 3 to 1
(three to one) making the issued and
outstanding shares 6,000,000 which is
part of the total 100,000,000 authorized
capital common shares."
The number of shares of the Corporation outstanding and
entitled to vote on an amendment to the Articles of
Incorporation are 2,000,000, that the said change(s) and
amendment ahs been consented to and approved by a majority
vote of the stockholders holding at least a majority of each
class of stock outstanding and entitled to vote thereon.
/s/ Kenneth P. Coleman /s/ Lidiya Balfe
Dr. Kenneth Coleman, President Lidiya Balfe, Treasurer
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
Dalton International Resources, Inc
(the "Corporation")
I, David Wood, certifies that:
1. The original articles were filed with the Office of the
Secretary of State on January 7, 1993
2. As of the date of this certificate, 6,000,000 shares of
stock of the corporation have been issued.
3. Pursuant to a consent of the shareholders in lieu of a
meeting, in which 3,073,200 votes, representing 51% of the
outstanding voting shares, approved the action taken by the
directors in favor of the following amendment, the company
hereby adopts the following amendment to the Articles of
Incorporation of this Corporation:
First: Name of Corporation.
The name of the corporation is e-commerce group
Inc. (the "Corporation")
/s/ David Wood /s/ David Wong
David Wood, President David Wong, Secretary
Bylaws
Of
Advanced Suspension Technologies, Inc.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation
shall maintain a principal office. The location of the
principal office may be changed by the Board of Directors.
The Corporation also may have offices in such other places
as the Board may from time to time designate. The location
of the initial principal office of the Corporation shall be
designated by resolution.
Article II
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholder s )f the Corporation
shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these
Bylaws. The meeting shall be held on the first Thursday of
January of each year. If such day is a legal holiday, the
meeting shall be on the next business day. This meeting
shall be for the election of Directors and for the
transaction of such other business as may properly come
before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated
by statute, may be called by the President upon written
request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour
of the meeting, the purpose or purposes for which it is
called, and the name of the person by whom or at whose
direction the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give write notice stating the place,
day, and hour of the meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is
called, which shall be delivered not less than ten or more
than fifty days before the date of the meeting, either
personally or by mail to each shareholder of record entitled
to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his address as it appears on the books of the
Corporation, with postage thereon prepaid. Attendance at the
meeting shall constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either
within or without the State of Nevada, as the place of
meeting for any annual meeting or for any special meeting
called by the Board of Directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of
Nevada, as the place for the holding of such meeting. If no
designation is made, or if a special meeting is otherwise
called, the place of meeting shall be the principal office
of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor
more than fifty days prior to any meeting as the record date
for the purpose of determining shareholders entitled to
notice of and to vote at such meetings of the shareholders.
The transfer books may be closed by the Board of Directors
for a stated period not to exceed fifty days for the purpose
of determining shareholders entitled to receive payment of
and dividend, or in order to make a determination of
shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less
than a majority of the outstanding shares are represented at
a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further
notice. At a meeting resumed after any such adjournment ,it
which a quorum shall be present or represented, any business
may be transacted, which might have been transacted at the
meeting as originally noticed.
7. Voting
A holder of an outstanding shares, entitled to vote at a
meeting, may vote at such meeting in person or by proxy.
Except as may otherwise be provided in the currently filed
Articles of Incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on
the record of shareholders. Except as herein or in the
currently filed Articles of Incorporation otherwise
provided, all corporate action shall be determined by a
majority of the votes cast at a meeting of shareholders by
the holders of shares entitled to vote thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder 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 be valid after six
months from the date of it's execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed
by a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed
by it's Board of Directors. The Board if Directors may adopt
such rules and regulations for the conduct of their meetings
and the management of the Corporation as they appropriate
under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall
hold office until the next annual meeting of shareholders
and until his successor shall have been elected and
qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately after
and, at the same place as the annual meeting of
shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. The
Secretary shall give notice of the time, place and purpose
or purposes of each special meeting by mailing the same at
least two days before the meeting or by telephone,
telegraphing or telecopying the same at least one day before
the meeting to each Director. Meeting of the Board of
Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but
less than a quorum may adjourn any meeting from time to time
until a quorum shall be present, whereupon the meeting may
be held, as adjourned, without further notice. At any
meeting at which every Director shall be present, even
though without any formal notice, any business may be
transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director
shall have one vote. The act of a majority of Directors
present at a meeting shall be the act of the full Board of
Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist
in the case of death, resignation, or removal of any
Director, or if the authorized number of Directors is
increased, or if the shareholders fall, at any meeting of
the shareholders, at which any Director is to be elected, to
elect the full authorized number of Directors to be elected
at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding
and entitled to vote. Such vacancy shall be filled by the
Directors entitled to vote. Such vacancy shall be filled by
the Directors then in office, though less than a quorum, to
hold office until the next annual meeting or until his
successor is duly elected and qualified, except that any
directorship to be filled by election by the shareholders at
the meeting at which the Director is removed. No reduction
of the authorized number of Directors shall have the effect
of removing any Director prior to the expiration of his term
of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon it's
acceptance by the Board of Directors; provided, however,
that if the Board of Directors has not acted thereon within
ten days from the date of it's delivery, the resignation
shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the
action(s) taken unless his dissent shall be placed in the
minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may
be paid their expenses, if any, of attendance at each
meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving
compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend
the meetings and function as Directors, the remaining
members of the Board of Directors shall have all the powers
necessary to function as a complete Board, and for the
purpose of doing business and filling vacancies shall
constitute a quorum, until such time as all Directors can
attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from it's own number a
Chairman of the Board, who shall preside at all meetings of
the Board of Directors, and shall perform such other duties
as may be prescribed from time to time by the Board of
Directors. The Chairman may by appointment fill any
vacancies on the Board of Directors.
Article IV
Officers
1. Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, and a Secretary Treasurer, each of
whom shall be elected by a majority of the Board of
Directors. Such other Officers and assistant Officers as may
be deemed necessary may be elected or I appointed by the
Board of Directors. In it's discretion, the Board of
Directors may leave unfilled for any such period as it may
determine any office except those of President and
Secretary. Any two or more offices may be held by the same
person. Officers may or may not be Directors or shareholders
of the Corporati6n.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board
of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors
held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such
election shall be held as soon thereafter as convenient.
Each Officer shall hold office until his successor shall
have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in
the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall
take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of
Directors whenever in it's judgment the best interests
Corporation will be served thereby, but such removal shall
be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an Officer or
agent shall not of itself create contract rights. Any such
removal shall require a majority vote of the Board of
Directors, exclusive of the Officer in question if he is
also a Director.
5. Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, or is a new office
shall be created, may be filled by the Board of Directors
for the unexpired portion of the term.
6. President
The president shall be the chief executive and
administrative Officer of the Corporation. He shall preside
at all meetings of the stockholders and, in the absence of
the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily
pertain to the office of President and shall have general
and active supervision over the property, business, and
affairs of the Corporation and over it's several Officers,
agents, or employees other than those appointed by the Board
of Directors. He may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as
may be prescribed from time to time by the Board of
Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors
or the President. In the absence or disability of the
President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers
of the President. A Vice President may sign and execute
contracts any other obligations pertaining to the regular
course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the
extent ordered by the Board of Directors or the President,
the minutes of meeting of all committees. He shall cause
notice to be given of meetings of stockholders, of the Board
of Directors, and of any committee appointed by the Board.
He shall have custody of the corporate seal and general
charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties
vested in other Officers, which shall at all reasonable
times be open to the examination of any Directors. He may
sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the
Corporation and affix the seal of the Corporation thereto.
He shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection
and disbursement of funds of the Corporation. He shall
endorse on behalf of the Corporation for collection check,
notes and other obligations, and shall deposit the same to
the credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate. He may
sign, with the President or such other persons as may be
designated for the purpose of the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He
shall enter or cause to be entered regularly in the books of
the Corporation full and accurate account of all monies
received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his books and accounts
to any Director of the Corporation upon application at the
office of the Corporation during business hours; and,
whenever required by the Board of Directors or the
President, shall render a statement of his accounts. He
shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate
to any person or group of persons the power to fix the
salaries or other compensation of any subordinate Officers
or agents. No Officer shall be prevented from receiving any
such salary or compensation by reason of the fact the he is
also a Director of the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any Officer
or agent of the Corporation shall execute to the Corporation
a bond in such sums and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful
performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all
property, monies or securities of the Corporation, which may
come into his hands.
Article V
Contracts, Loans, Checks and Deposits
1. Contracts
The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the Corporation and such authority may be general
or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of it's
obligation under any loan or advance shall be issued in it's
name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the
payment of any loan, advance, indebtedness or liability of
the Corporation unless and except as authorized by the Board
of Directors. Any such authorization may be general or
confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the
Board of Directors may select, or as may be selected by an
Officer or agent of the Corporation authorized to do so by
the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed
by such Officer or Officers or such agent or agents of the
Corporation and in such manner as the Board of Directors
from timer to time may determine. Endorsements for deposits
to the credit of the Corporation in any of it's duly
authorized depositories shall be made in such manner as the
Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be
in the form of an appropriate legal writing, which shall be
signed by the President or Vice President and by the
Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with
the manual signature of an authorized Officer of the
Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is
issued, the signature of any of the Corporation's Officers
named th6reon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any
such bond or debenture, shall cease to be an Officer of the
Corporation for any reason before the same has been
delivered by the Corporation, such bond or debenture may
nevertheless by adopted by the Corporation and issued and
delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to
be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed
by the President. The signatures of such Officers upon a
certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or one of it's
employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby
are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation
for transfer shall be canceled except that 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.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his
attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for
such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the
power to appoint one or more transfer agents and registrars
for the transfer and registration of certificates of stock
of any class, and may require that stock certificates shall
be countersigned and registered by one or more of such
transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been
lost or destroyed. The Board of Directors may require the
owner of such a certificate or his legal representative to
give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnify
the Corporation as transfer agents and registrars, if any,
against claims that may be made on account of the issuance
of such new certificates. A new certificate may be issued
without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder
thereof, in fact, and shall not be bound to recognize any
equitable or other claim to or on behalf of this Corporation
to any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have
power and authority to execute and deliver proxies and
consents on behalf of this Corporation in connection with
the exercise by this Corporation of the rights and powers
incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon
any other person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or
obligations arising out of any acts or conduct of said
Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify
and hold harmless each person and his heirs and
administrators who shall serve at any time hereafter as a
Director or Officer of the Corporation from and against any
and all claims, Judgments and liabilities to which such
persons shall become sub'ect by reason of his having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken
by him as such Director or Officer, and shall reimburse each
such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or
liability, including power to defend such persons from all
suits or claims as provided for under the provisions of the
Nevada Revised Statutes; provided, however, that no such
persons shall be indemnified against, or be reimbursed for,
any expense incurred in connection with any claim or
liability arising out of his own negligence or willful
misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any
other right to which he may lawfully be entitled, nor shall
anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any
proper case, even though not specifically herein provided
for. The Corporation, it's Directors, Officers, employees
and agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon
the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of- the Articles of Incorporation, or under the
provisions of the Nevada Statutes, a waiver thereof in
writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new
Bylaws adopted by a majority of the entire Board of
Directors at any regular or special meeting. Any Bylaw
adopted by the Board may be repealed or changed by the
action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends payable
out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Thursday, January 7, 1993 Advanced Suspension
Technologies, Inc.
By: /s/ Lidiya Balfe,
Lidiya Balfe, Secretary
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
e-commerce group Inc.
By: /s/ David Wong
David Wong,
Secretary/Treasurer
