UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
COMSTOCK COAL COMPANY, INC.
------------------------
(Name of Small Business Issuer as specified in its charter)
UTAH 87-0627421
---------- ------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5525 South 900 East, #110
Salt Lake City, Utah 84117
---------------------------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 262-8844
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
to be registered each class is to registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
- ------------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I.
Item 1. Description of Business.
- --------------------------------
Business Development.
- ---------------------
Organization and Charter Amendments
-----------------------------------
Comstock Coal Company, Inc. (the "Company") was organized under the laws of
the State of Utah on July 28, 1977, to own, mine, sell, lease or otherwise deal
with coal and other mineral and natural resources and all matters related or
ancillary thereto and to do all things and engage in all lawfull transactions
which a corporation organized under the laws of the State of Utah might do or
engage in, even though not expressly stated therein.
The Company's initial authorized capital was $50,000.00 consisting of
1,000,000 shares of Five Cent ($0.05) par value common voting stock. A copy of
the Company's initial Articles of Incorporation is attached hereto and is
incorporated herein by reference. See Part III, Item 1.
On April 30, 1999, the Articles of Incorporation were amended to reflect a
10 to 1 reverse split. A copy of the Articles of Amendment to the Articles of
Incorporation is attached hereto and is incorporated herein by reference. See
Part III, Item 1.
On August 3, 1999, the Articles of Incorporation were amended to reflect a
an increase in the authorized shares of common stock to 100,000,000 from
1,000,000 with the par value changing from ($0.05) to ($0.001). A copy of the
Articles of Amendment to the Articles of Incorporation is attached hereto and is
incorporated herein by reference. See Part III,Item 1.
On April 6, 1999 the Company was reinstated with the State of Utah after
being involuntarily dissolved on March 31, 1986 for failure to file an annual
report.
Material Changes of Control Since Inception and Related Business History
------------------------------------------------------------------------
In 1977, the Company commenced the offer and sale to the public of 566,000
shares of its common voting stock at a price of $0.10 per share. The offering
was subsequently completed in 1977.
Until 1980, the Company owned real-estate for the purposes of developing it
for mineral, mining and natural resource value. These operations proved
unsuccessful and the Company has engaged in no other operations since such time.
The Company currently has four beneficial holders, who collectively own 90%
of its outstanding common stock; James Doolin, Shane Thueson, Jason Jenson and
Jenson Services, Inc. a Utah corporation (hereinafter "Jenson Services"). See
the caption "Security Ownership of Certain Beneficial Owners and Management,"
Item 4.
On December 15, 1998, Clark R. Powell, the Company's President and sole
remaining director designated James Doolin as President and a director. On
December 16, 1998, Mr. Doolin appointed Shane Thueson as Vice President and a
director and Jason Jenson as Secretary and a director. These persons will serve
in these capacities until the next annual meeting of the stockholders and
directors of the Company and until their successors are elected and qualified or
until their prior resignations or terminations. Information regarding these
person is contained in Item 5.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three
Years
- -----
On April 30, 1999, the Company issued 391,300 shares to Jenson Services in
consideration of the payment of $300 of expenses incurred on behalf of the
Company. On July 27, 1999, 91,300 of these shares were canceled due to
exceeding the authorized shares.
On April 30, 1999, the Company issued 200,000 shares to each of it three
current officers and directors, for a total of 600,000 shares. These shares were
in consideration of services rendered. See Item 4.
<PAGE>
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. To the extent that the Company
intends to continue to seek the acquisition of assets, property or business that
may benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has no assets and conducts no material
business, management anticipates that any such venture would require it to issue
shares of its common stock as the sole consideration to acquire the venture.
This may result in substantial dilution of the shares of current stockholders.
The Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The auditor's discussion on the Company's liquidity in its report on the
Company's audited financial statements, is as follows: "However, the Company
does not have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern. It is the intent of the Company to seek
a merger with an existing, operating company. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses."
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80% and 95% of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not communicated with any other entity with
respect to any potential merger or acquisition transaction, management has
determined to file this Registration Statement on a voluntary basis. In order to
have stock quotations for its common stock on the National Association of
Securities Dealers' Automated Quotation System ("NASDAQ"), an issuer must have
such securities registered under the Securities and Exchange Act of 1934, as
amended (the "1934 Act"). Upon the effective date of this Registration
Statement, the Company's common stock will become registered for purposes of the
1934 Act. Management believes that this will make the Company more desirable for
entities that may be interested in engaging in a merger or acquisition
transaction. To the extent that management deems it advisable or necessary to
maintain a quotation of its common stock on any securities market, the Company
will voluntarily file periodic reports in the event its obligation to file such
reports is terminated under the 1934 Act. Further, the National Association of
Securities Dealers, Inc. (the "NASD") requires that all "non-reporting"
companies whose shares of common stock are quoted on the NASD's OTC Bulletin
Board be dropped.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
<PAGE>
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company anticipates
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest; a transaction of this type
would create a conflict of interest for such a person. Current Company policy
does not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Any finder's fee would be negotiated once a prospective merger candidate
has been identified. Typically, a finder's fee is based upon a percentage,
ranging from 5% to 15% of the fees described above.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction with the Company. Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.
<PAGE>
Risk Factors.
- -------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Auditor's Going Concern Opinion
-------------------------------
The auditors discussion on the Company's liquidity in the audited financial
statements herein, is as follows: "The Company's financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a merger
with an existing, operating company. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses."
No Assets; No Source of Revenue
----------------------------------------------
The Company has no assets and has had no revenue for over five years or to
the date hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company.
-----------------------------------------------------
Because the Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to the
acquisition of assets, property or business, the Company may be deemed to be a
"blank check" company. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
----------------------------------------------------------------------
Because the Company has not yet identified any assets, property or business
that it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
------------------------------------------------------------------
To date, the Company has not identified any particular industry or business
in which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and merits
of investing in the industry or business in which the Company may acquire. To
the extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition
----------------------------------
Management has had no preliminary contact or discussions regarding, and
there are no present plans, proposals or arrangements to acquire any specific
assets, property or business. Accordingly, it is unclear whether such an
acquisition would take the form of an exchange of capital stock, a merger or an
asset acquisition. However, because the Company has virtually no resources as of
the date of this Registration Statement, management expects that any such
acquisition would take the form of an exchange of capital stock. See Part I,
Item 2.
<PAGE>
Potential Dilution
------------------
The Company is authorized to issued 100,000,000 shares of common stock. As
of August 24, 1999, only 1,000,000 shares were issued and outstanding. The
issuance of additional shares in connection with any reorganization transaction
or the raising of capital may result in substantial dilution of the holdings of
current stockholders.
Limited Funds Available for Operating Expenses
----------------------------------------------
The Company currently has no assets. As a result, all funding necessary to
meet the Company's operating expenses in the next 12 months will likely be
advanced by management or principal stockholders as loans to the Company. See
the heading "Plan of Operation" of the caption "Management's Discussion and
Analysis or Plan of Operation," Part I, Item 2.
Lack of Public Information Regarding Acquisition
------------------------------------------------
As of the date of this Registration Statement, the Company has not
identified any potential merger or acquisition candidate. The Company does not
intend to limit its search to any particular business or industry. Stockholders
will not have access to any information about any such candidate until such time
as a transaction is completed and the Company files a Current Report on Form 8-K
disclosing the nature of such transaction.
State Restrictions on "Blank Check" Companies
----------------------------------------------
Approximately 36 states prohibit or substantially restrict the
registration and sale of "blank check" companies within their borders.
Additionally, 36 states use "merit review powers" to exclude securities
offerings from their borders in an effort to screen out offerings of highly
dubious quality. See paragraph 8221, NASAA Reports, CCH Topical Law Reports,
1990. Although it has no present plans to register or qualify its securities in
any state, the Company intends to comply fully with all state securities laws,
and plans to take the steps necessary to ensure that any future offering of its
securities is limited to those states in which such offerings are allowed.
However, while the Company has no substantive business operations and is deemed
to a "blank check" Company, these legal restrictions may have a material adverse
impact on the Company's ability to raise capital because potential purchasers of
the Company's securities must be residents of states that permit the purchase of
such securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of regulating
states.
By regulation or policy statement, several states place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing" registration
exemptions for secondary trading privileges and outright prohibition of public
offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not
eligible for participation in the Small Corporate Offering Registration ("SCOR")
program, which permits an issuer to notify the Securities and Exchange
Commission of certain offerings registered in such states by filing a Form D
under Regulation D of the Commission. The majority of states have adopted some
form of SCOR. States participating in the SCOR program also allow applications
for registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations will be
to place significant restrictions on the Company's ability to register, offer
and sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States. These restrictions
should cease once and if the Company acquires a venture by purchase,
reorganization or merger, so long as the business operations succeeded to
involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the Company.
---------------------------------------------------------------------
Members of the Company's management are not required to devote their full
time to the affairs of the Company. Because of their time commitments, as well
as the fact that the Company has no business operations, the members of
management anticipate that they will devote an insignificant amount of time to
the activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.
<PAGE>
Conflicts of Interest; Related Party Transactions.
--------------------------------------------------
Although the Company has not identified any potential acquisition
target, the possibility exists that the Company may acquire or merge with a
business or company in which the Company's executive officers, directors,
beneficial owners or their affiliates may have an ownership interest. Such a
transaction may occur if management deems it to be in the best interests of the
Company and its stockholders, after consideration of the above referenced
factors. A transaction of this nature would present a conflict of interest to
those parties with a managerial position and/or an ownership interest in both
the Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the acquired
company may or may not be obtained in the event a related party transaction is
contemplated. Furthermore, because management and/or beneficial owners of the
Company's common stock may be eligible for finder's fees or other compensation
related to potential acquisitions by the Company, such compensation may become a
factor in negotiations regarding such potential acquisitions.
Voting Control Held by The Board of Directors
---------------------------------
Due to Messrs. Doolin, Jenson, and Thueson's ownership of a majority of the
shares of the Company's outstanding common stock (approximately 60% of the
outstanding voting securities of the Company), these stockholders, who are the
current officers and directors have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the votes
of other stockholders. See the caption "Security Ownership of Certain Beneficial
Owners and Management," Part I, Item 4.
No Market for Common Stock; No Market for Shares.
-------------------------------------------------
Although the Company intends to submit for listing of its common stock
on the OTC Bulletin Board of the National Association of Securities Dealers,
Inc. (the "NASD"), there is currently no market for such shares; and there can
be no assurance that any such market will ever develop or be maintained. Any
market price for shares of common stock of the Company is likely to be very
volatile, and numerous factors beyond the control of the Company may have a
significant effect. In addition, the stock markets generally have experienced,
and continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop. See the caption "Recent Sales
of Unregistered Securities," Part I, Item 4.
In addition to the foregoing, in order to obtain a listing for its
securities on the OTC Bulletin Board, the Company will need to retain a
broker-dealer that is willing to act as a "market maker."
Only companies that report their current financial information to the
Securities and Exchange Commission may have their securities quoted on the OTC
Bulletin Board. Therefore, upon the effective date of this Registration
Statement, the Company may apply to have its securities quoted on the OTC
Bulletin Board. However, in the event that the Company loses this status as a
"reporting issuer," any future quotation of its common stock on the OTC Bulletin
Board may be jeopardized.
<PAGE>
Risks of "Penny Stock."
----------------------
The Company's common stock may be deemed to be "penny stock" as that term
is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than five dollars per share; (ii)
that are not traded on a "recognized" national exchange; (iii) whose prices are
not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
15g-2 of the Securities and Exchange Commission require broker-dealers dealing
in penny stocks to provide potential investors with a document disclosing the
risks of penny stocks and to obtain a manually signed and dated written receipt
of the document before effecting any transaction in a penny stock for the
investor's account. Potential investors in the Company's common stock are urged
to obtain and read such disclosure carefully before purchasing any shares that
are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Year 2000.
- ----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company is to seek out and investigate the acquisition of any viable
business opportunity by purchase and exchange for securities of the Company or
pursuant to a reorganization or merger through which securities of the Company
will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker-dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- --------------------------------------------------------
None; not applicable.
<PAGE>
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- ---------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Research and Development.
- -------------------------
None; not applicable.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last ten fiscal years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit the Company and its stockholders.
Because the Company has virtually no resources, management anticipates that to
achieve any such acquisition, the Company will be required to issue shares of
its common stock as the sole consideration for such venture.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture, which may be advanced by management or principal stockholders as loans
to the Company. Because the Company has not identified any such venture as of
the date of this Registration Statement, it is impossible to predict the amount
of any such loan. However, any such loan will not exceed $25,000 and will be on
terms no less favorable to the Company than would be available from a commercial
lender in an arm's length transaction. As of the date of this Registration
Statement, the Company has not actively begun to seek any such venture.
Results of Operations.
- ----------------------
For the past ten years the Company has had no material operations. Losses
of ($0) and ($0), for the years ended December 31, 1998 and 1997, respectively.
The Company incurred losses of ($100) and ($0), for the six month period ended
June 30, 1999 and 1998, respectively.
Liquidity.
- ----------
The Company had no assets during the years ended December 31, 1998 and
1997. No contributions were made during the four month period ended April 30,
1999.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the home address and telephone number of
Jenson Services, and are provided at no cost. Because the Company has no current
business operations, its activities have been limited to keeping itself in good
standing in the State of Utah, and with preparing this Registration Statement
and the accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Jenson
Services of providing the use of her office and telephone have been minimal.
<PAGE>
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons who own
more than five percent of the Company's common stock as of the date hereof, to
wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------- -----------
<S> <C> <C>
Jenson Services* 300,000 30%
5525 S. 900 E. #110
Salt Lake City, UT 84117
James Doolin ... 200,000 20%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Shane Thueson .. 200,000 20%
10972 S. Cindy Cr
Salt Lake City, UT 84092
Jason Jenson** . 200,000 20%
925 E. Atkin
Salt Lake City, UT 84106
* Duane S. Jenson is the majority shareholder of Jenson Services, Inc.
**Jason Jenson is the nephew of Duane S. Jenson.
</TABLE>
Security Ownership of Management.
- ----------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date hereof, to wit:
<TABLE>
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 7/30/99 of Class
- ---------------- ----------------- -------------
<S> <C> <C>
James Doolin ........... 200,000 20%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Shane Thueson .......... 200,000 20%
10972 S. Cindy Cr
Salt Lake City, UT 84092
Jason Jenson ........... 200,000 20%
925 E. Atkin
Salt Lake City, UT 84106
All Three Directors .... 600,000 60%
</TABLE>
<PAGE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignations or terminations.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- --------------
<S> <C> <C> <C>
James P. Doolin ...................... Director and 12/98 *
President
Shane Thueson ........................ Director and 12/98 *
Vice President
Jason Jenson ......................... Director and 12/98 *
Secretary
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
James P. Doolin, President and a director is 23 years of age. Mr. Doolin
received a bachelors degree from the University of Utah in Business in June
1998. Mr. Doolin has managed Hillside Tire & Service, in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.
Shane Thueson, Vice President and a director is 23 years of age. Mr.
Thueson is currently a senior at Brigham Young University. Mr. Thueson is
currently employed by Tucci's Restaurant in Salt Lake City, Utah.
Jason Jenson, Secretary and a director is 23 years of age. Mr. Jenson has
owned an independent contractor's business in Salt Lake City, Utah, since 1994.
Mr. Jenson graduated from the University of Utah in business administration in
1994.
Other "Public Shell" Activities.
- --------------------------------
James Doolin, President and Director. Other than the Company, Mr. Doolin
was appointed in April 1998 as President of Amalgamated Entertainment, Inc., a
Utah Corporation, in which capacity he presently serves. Amalgamated
Entertainment, Inc. is involved in the pin-hooking of horses, which involves
purchasing Thoroughbred horses as yearlings and train such horses for a period
of approximately six months followed by the reselling of such horses for
purposes of racing or further training. In addition, Mr. Doolin was appointed
Secretary/Treasurer of Unistone, Inc., a Delaware corporation, in which he
presently serves. Unistone, Inc. may be deemed to be a "blank check" company.
Also, Mr. Doolin was appointed Vice President of Mammoth Resources, Inc., a Utah
corporation, December 1998, and currently serves in this capacity. Mammoth
Resources, Inc. may be deemed to be a "blank check" company. Mr. Doolin has also
been appointed President of Formula Footwear, Inc., a Utah corporation, on
December 1988. Mr. Doolin still currently serves as President of Formula
Footwear, Inc., which may be deemed as a "blank check" company. Mr. Doolin has
also been appointed and currently serves as Treasurer of North American Sign
Corporation., March 1999. North American Sign Corporation may be deemed to be a
"blank check" company. Other than the aforementioned, Mr. Doolin has been
neither an Officer, Director or affiliate of any "blank check" companies in the
past 10 years.
Shane Thueson, Vice President and Director. Other than the Company, Mr.
Thueson has been neither an Officer, Director or affiliate of any "blank check"
companies in the past 10 years.
Jason Jenson, Secretary and Director. Other than the Company, Mr. Jenson
was appointed in March 1999 as Vice President of Formula Footwear, Inc., a Utah
corporation, in which capacity he presently serves. Formula Footwear, Inc.,
which may be deemed as a "blank check" company. Mr. Jenson was also appointed in
May 1999 as Vice President of Centroid Consolidated Mines, Inc., a Nevada
corporation. Centroid Consolidated Mines, Inc. may be deemed as a "blank check"
company. Other than the aforementioned, Mr. Jenson has been neither an Officer,
Director or affiliate of any "blank check" companies in the past 10 years.
<PAGE>
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
There are no family relationships between any director or executive
officer. Jason Jenson is a nephew of Duane Jenson, the majority shareholder of
Jenson Services.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
Except for the shares issued to the three officers and directors on
April 30, 1999, there has been no executive compensation paid by the
Company for services rendered in the last three years. See Item I and Part
II, Item 4.
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to the Company's management during the
calendar years ended December 31, 1998 or 1997, or the period ending on the
date of this Registration Statement. Further, no member of the Company's
management has been granted any option or stock appreciation rights;
accordingly, no tables relating to such items have been included within
this Item.
There are no conditions relating to payment of compensation to
officers and directors that a target company must comply with and loans
made by shareholders to the Company are typically forgiven with no recourse
upon closing of a transaction. No loans have been made or are anticipated
to be made to officers, directors, affiliates, or lending institutions.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any
director or executive officer of the Company which would in any way result
in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, any change in control of the Company, or a change in the
person's responsibilities following a change in control of the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that its directors
and executive officers may be deemed to be parents due to their collective
ownership of 60% of the Company's outstanding common stock.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to
be a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
100,000,000 shares of $0.001 par value common voting stock. The holders of
the Company's common stock are entitled to one vote per share on each
matter submitted to a vote at a meeting of stockholders. The shares of
common stock do not carry cumulative voting rights in the election of
directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. All shares of the common stock now outstanding are fully paid and
non-assessable.
There are no outstanding options, warrants or calls to purchase any of
the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a
change in control of the Company.
<PAGE>
PART II.
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
----------------------------------------
Related Market Information.
- ----------------------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for quotation of
its common stock on the OTC Bulletin Board of the NASD; however, management
does not expect any public market to develop unless and until the Company
completes an acquisition, reorganization or merger. In any event, no
assurance can be given that any market for the Company's common stock will
develop or be maintained. If a public market ever develops in the future,
the sale of "unregistered" and "restricted" shares of common stock pursuant
to Rule 144 of the Commission by members of management may have a
substantial adverse impact on any such public market.
Holders.
- --------
The number of record holders of the Company's common stock as of the date
of this Registration Statement is approximately 147.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of the Company cannot be ascertained
with any certainty, and if and until the Company completes any acquisition,
reorganization or merger, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or
beneficially of more than five percent of the Company's common stock is a
party adverse to the Company or has a material interest adverse to the
Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two fiscal years or as of the date of this
Registration Statement. The current accountant for the Company audited its
last financial statements for the year ended December 31, 1998.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On April 30, 1999, the Company issued 391,300 shares to Jenson
Services in consideration of the payment of $300 of expenses incurred on
behalf of the Company. On July 27, 1999, 91,300 of these shares were
canceled due to a miscalculation of expenses and issuance of shares at
$0.001 per share. . On April 30, 1999, the Company issued 200,000 shares to
each of it three current officers and directors, for a total of 600,000
shares. These shares were in consideration of services rendered. See Part
I, Item 4.
There have been no other sales of the Company's unregistered
securities in the past five years.
<PAGE>
Item 5. Indemnification of Directors and Officers.
- ------------------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act
authorizes a Utah corporation to indemnify any director against liability
incurred in any proceeding if he or she acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a
director in a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in a proceeding in which the
director was adjudged liable on the basis that he or she improperly received a
personal benefit. Otherwise, Section 16-10a-902(5) allows indemnification for
reasonable expenses incurred in connection with a proceeding by or in the right
of a corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905
authorizes a director to apply for indemnification to the court conducting the
proceeding or another court of competent jurisdiction. Section 16-10a-907(1)
extends this right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903
requires that a corporation indemnify a director who was successful, on the
merits or otherwise, in defending any proceeding to which he or she was a party
against reasonable expenses incurred in connection therewith. Section
16-10a-907(1) extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902. Unless limited by the
Articles of Incorporation, Section 16-10a-907(2) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.
Regardless of whether a director, officer, employee, fiduciary or agent has
the right to indemnity under the Utah Revised Business Corporation Act, Section
16-10a-908 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.
<PAGE>
PART F/S.
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- -------------------------------------
Audited Financial Statements for the year December 31, 1998 and the Quarter
Ended March 31, 1999
---------------------------------------
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholders' Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
Unaudited Financial Statements for the period
June 30, 1999
------------------
Balance Sheet
Statement of Operations
Statements of Cash Flows
<PAGE>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 1999 and December 31, 1998
<PAGE>
<TABLE>
<CAPTION>
C O N T E N T S
<S> <C>
Independent Auditors' Report........................................................... 3
Balance Sheets......................................................................... 4
Statements of Operations............................................................... 5
Statements of Stockholders' Equity (Deficit)........................................... 6
Statements of Cash Flows............................................................... 7
Notes to the Financial Statements...................................................... 8
.........................................................................................
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Comstock Coal Company, Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheets of Comstock Coal Company, Inc.
(a development stage company) as of March 31, 1999 and December 31, 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the three months ended March 31, 1999 and the years ended December 31, 1998
and 1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Comstock Coal Company, Inc. (a
development stage company) as of March 31, 1999 and December 31, 1998, and the
results of its operations and its cash flows for the three months ended March
31, 1999 and the years ended December 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
June 25, 1999
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
March 31, December 31,
1999 1998
<S> <C> <C>
CURRENT ASSETS $ - $ -
-------------- --------------
TOTAL ASSETS $ - $ -
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ -
-------------- --------------
Total Current Liabilities - -
-------------- --------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, authorized 1,000,000 shares at
$0.05 par value; 995,000 shares issued and
outstanding 49,750 49,750
Capital in excess of par value 28,300 28,300
Deficit accumulated during the development stage (78,050) (78,050)
-------------- --------------
Total Stockholders' Equity (Deficit) - -
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ -
============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Operations
From the
Beginning of the
Development
For the Stage on
Three Months July 28, 1977
Ended For the Years Ended Through
March 31, December 31, March 31,
--------------------------------------------
1999 1998 1997 1999
--------------- -------------- -------------- --------------
(Unaudited)
<S> <C> <C> <C> <C>
REVENUES ................... $ -- $ -- $ -- $ --
---------- --------- ----------- ---------
EXPENSES
General and administrative -- -- -- 78,050
---------- --------- ----------- ---------
Total Expenses ......... -- -- -- 78,050
---------- --------- ----------- ---------
NET LOSS ................... $ -- $ -- $ -- $ (78,050)
========== ========= =========== =========
BASIC LOSS PER SHARE ....... $ (0.00) $ (0.00) $ (0.00)
========== ========= =========== =========
WEIGHTED AVERAGE
NUMBER OF SHARES .......... 995,000 995,000 995,000
========== ========= =========== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Capital in During the
Common Stock Excess of
Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Balance, July 28, 1977 ............ -- $ -- $ -- $ --
July 28, 1977 shares issued
valued at $0.10 in exchange for
cash and services ................ 566,000 28,300 28,300 --
Net loss for the year ended
December 31, 1977 ................ -- -- -- (56,600)
-------- -------- -------- ---------
Balance, December 31, 1977 ........ 566,000 28,300 28,300 (56,600)
Net loss for the year ended
December 31, 1978 ................ -- -- -- --
-------- -------- -------- ---------
Balance, December 31, 1978 ........ 566,000 28,300 28,300 (56,600)
Net loss for the year ended
December 31, 1979 ................ -- -- -- --
-------- -------- -------- ---------
Balance, December 31, 1979 ........ 566,000 28,300 28,300 (56,600)
June 9, 1980 shares issued at
$0.05 for services ............... 429,000 21,450 -- --
Net loss for the year ended
December 31, 1980 ................ -- -- -- (21,450)
-------- -------- -------- ---------
Balance, December 31, 1980 ........ 995,000 49,750 28,300 (78,050)
Net loss for the years ended
December 31, 1981 through
December 31, 1997 ................ -- -- -- --
-------- -------- -------- ---------
Balance, December 31, 1997 ........ 995,000 49,750 28,300 (78,050)
Net loss for the year ended
December 31, 1998 ................ -- -- -- --
-------- -------- -------- ---------
Balance, December 31, 1998 ........ 995,000 49,750 28,300 (78,050)
Net loss for the three months ended
March 31, 1999 ................... -- -- -- --
-------- -------- -------- ---------
Balance, March 31, 1999 ........... 995,000 $ 49,750 $ 28,300 $(78,050)
======== ======== ======== =========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Statements of Cash Flows
From the
Beginning of the
Development
For the Stage on
Three Months July 28, 1977
Ended For the Years Ended Through
March 31, December 31, March 31,
--------------------------------------------
1998 1998 1997 1999
--------------- -------------- -------------- --------------
(Unaudited)
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net loss ..................... $ -- $ -- $ -- $ (78,050)
---------- --------- -------- --------------
Net Cash (Used) by
Operating Activities ...... -- -- -- (78,050)
---------- --------- -------- --------------
CASH FLOWS FROM
INVESTING ACTIVITIES .......... -- -- -- --
---------- --------- -------- --------------
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of stock for services -- -- -- 78,050
---------- --------- -------- --------------
Net Cash Provided by
Financing Activities ...... -- -- -- 78,050
---------- --------- -------- --------------
NET INCREASE (DECREASE)
IN CASH ....................... -- -- -- --
CASH AT BEGINNING OF
PERIOD ........................ -- -- -- --
---------- --------- -------- --------------
CASH AT END OF PERIOD .......... $ -- $ -- $ -- $ --
========== ========= ======== ==============
Cash Payments For:
Income taxes ................. $ -- $ -- $ -- $ --
Interest ..................... $ -- $ -- $ -- $ --
</TABLE>
<PAGE>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
Comstock Coal Company, Inc. (the "Company") was organized under the
laws of the State of Utah on July 28, 1977. The Company has not
transacted any business.
Currently, the Company is seeking new business opportunities believed
to hold a potential profit or to merge with an existing company.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are based on
the weighted average number of shares issued and outstanding at the
date of the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statement and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of
the Company to seek a merger with an existing, operating company. In
the interim, shareholders of the Company have committed to meeting its
minimal operating expenses.
<PAGE>
COMSTOCK COAL COMPANY, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1999 and December 31, 1998
NOTE 3 - SUBSEQUENT EVENT
In May 1999, the Company approved a 10-for-1 reverse stock split of
the Company's issued and outstanding shares. The Company also issued
600,000 shares of post-split unregistered and restricted shares of the
Company's common stock to officers of the Company for services
rendered.
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
BALANCE SHEETS
June 30, 1999 and December 31, 1998
6/30/99 12/31/98
----------------- -----------------
[Unaudited]
ASSETS
<S> <C> <C>
Assets $ 0 $ 0
----------------- -----------------
Total Assets $ 0 $ 0
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 258 $ 0
Accounts Payable 0 0
Income Taxes Payable 0 0
----------------- -----------------
Total Current Liabilities 258 0
Total Liabilities 258 0
----------------- -----------------
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 100,000,000 shares; issued and
outstanding, 1,000,000 shares 1,000 49,750
Paid-in Capital 77,350 28,300
Accumulated Deficit (78,608) (78,050)
----------------- -----------------
Total Stockholders' Deficit (258) 0
----------------- -----------------
Total Liabilities and Stockholders' Deficit $ 0 $ 0
================= =================
</TABLE>
NOTE TO FINANCIAL STATEMENTS: Interim financial statements reflect all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the periods. The December 31, 1998 balance sheet
has been derived from the audited financial statements. These interim financial
statements conform with the requirements for interim financial statements and
consequently do not include all the disclosures normally required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
---------------- --------------- ------------- -------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
REVENUE
<S> <C> <C> <C> <C>
Income $ 0 $ 0 $ 0 $ 0
---------------- --------------- ------------- -------------
NET REVENUE 0 0 0 0
Operating Expenses
Office Expenses 200 0 200 0
Professional Fees 258 0 258 0
---------------- --------------- ------------- -------------
Total Operating Expenses 458 0 458 0
---------------- --------------- ------------- -------------
Net Income Before Taxes $ (458) $ 0 $ (458)$ 0
================ =============== ============= =============
Income/Franchise taxes 100 100 0
Net loss (558) 0 (558) 0
Loss Per Share $ (0.01) $ (0.01)$ (0.01)$ (0.01)
================ =============== ============= =============
Weighted Average Shares Outstanding 998,333 995,000 996,667 995,000
================ =============== ============= =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMSTOCK COAL COMPANY, INC.
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods Ended June 30, 1999 and 1998
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
6/30/99 6/30/98 6/30/99 6/30/98
-------------- -------------- --------------- ---------------
[Unaudited] [Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
- ---------------------------------------------------
<S> <C> <C> <C> <C>
Net Loss $ (558) $ 0 $ (558) $ 0
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for forgiveness of debt 300 0 300 0
Increase/(Decrease) in loans from shareholder 258 0 258 0
-------------- -------------- --------------- ---------------
Net Cash Used For Operating Activities 0 0 0 0
============== ============== =============== ===============
Cash Flows Provided by Financing Activities 0 0 0 0
- -------------------------------------------------------
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 $ 0
-------------- -------------- --------------- ---------------
</TABLE>
<PAGE>
PART III.
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation
3.2 By-laws
3.3 (i) Certificate of Amendment to Articles of Incorporation
dated April 30, 1999, regarding 10 to 1 reverse split
3.3 (ii) Certificate of Amendment to Articles of Incorporation dated August 3,
1999, regarding change of authorized capital to 100,000,000
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this Registration
Statement are modified in their entirety by reference to these Exhibits.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
COMSTOCK COAL COMPANY, INC.
Date: 9/9/1999 /S/ JAMES DOOLIN
--------------------------------
James P. Doolin, Director and President
Date: 9/9/1999 /S/ SHANE THUESON
-----------------------------
Shane Thueson, Director and Vice President
<PAGE>
ARTICLES OF INCORPORATION
OF
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Utah Business Corporation Act
adopt the following Articles of Incorporation for such corporation. ARTICLE I
CORPORATE NAME
The name of this corporation is Comstock Coal Company, Inc.
ARTICLE II
DURATION OF CORPORATION The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is to own, mine,
sell, lease or otherwise deal with coal and other. mineral and natural resources
and all matters related or ancillary thereto and to do all things and engage in
all lawful transactions which a corporation organized under the laws of the
State of Utah might do or engage in, even though not expressly stated herein.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this corporation shall have authority to
issue is ONE MILLION (1,000,000) shares of par value stock with a par value of
FIVE CENTS ($0.05) per share. All stock of the corporation shall be of the same
class and shall have the same rights and preferences. Fully paid stock of this
corporation shall not be liable to any further call or assessment.
ARTICLE V
PRE-EMPTIVE RIGHTS ABOLISHED
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board of
Directors shall determine. Shareholders shall not have pre-emptive rights to
acquire unissued shares of the stock of this corporation.
ARTICLE VI
COMMENCING BUSINESS
This corporation will not commence business until consideration of a value of at
least $1,000 has been received for the issuance of shares.
ARTICLE VII
INTERNAL AFFAIRS
The Directors shall adopt Bylaws which are not inconsistent with law or these
Articles for the regulation and management of the affairs of the corporation.
These Bylaws may be amended from time to time or repealed pursuant to law.
ARTICLE VIII REGISTERED OFFICE AND AGENT The address of this corporation's
initial registered office and the name of its original registered agent at such
address is: Richard J. Lawrence Suite 1200 Beneficial Life Tower 36 South State
Street Salt Lake City, Utah 84111
ARTICLE IX
DIRECTORS
The Board of Directors shall consist of not less than three (3) nor more than
nine (9) members as the Board of Directors may itself from time to time
determine. The names and addresses of persons who are to serve as Directors
until the first meeting of stockholders, or until their successors be elected
and qualify are:
Clark Powell 101 East 1st North
Huntington, Utah
Louis W. Selleneit 531 West 3400 South
Bountiful, Utah
John Lamar Hussey Route 1
Price, Utah
Wallace A. Greenfield 263 East 400 North
Centerville, Utah
<PAGE>
ARTICLE X
INCORPORATORS
The name and address of each Incorporator is:
Clark Powell 101 East 1st North
Huntington, Utah
Louis W. Selleneit 531 West 3400 South
Bountiful, Utah
John Lamar Hussey Route 1
Price, Utah
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and any other
corporation shall be affected by the fact that a Director or officer of this
corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or may
be interested in any corporation or transaction of this corporation or in which
this corporation is interested; and no contract or other transaction of this
corporation with any person, firm or corporation shall be affected by the fact
that any Director of this corporation is a party to or is interested in such
contract, act or transaction or any way connected with such person, firm or
corporation, and every person who may become a Director of this corporation is
hereby relieved from liability that might otherwise exist from contracting with
the corporation for the benefit of himself or any firm, association or
corporation in which he may be in any way interested, provided said Director
acts in good faith. DATED this 10th day of May, 1977.
/S/ CLARK POWELL
/S/ LOUIS W. SELLENEIT
/S/ JOHN LAMAR HUSSEY
STATE OF UTAH
SS.
County of Salt Lake
I, THE UNDERSIGNED, a Notary Public, hereby certify that on the 10th day of May,
1977, Clark Powell, Louis W. Selleneit, and John Lamar Hussey, personally
appeared before me who being by me first duly sworn severally declared that they
are the persons who signed the foregoing document as Incorporator and that the
statements therein contained are true. DATED this 10th day of May, 1977.
/S/ KATHLEEN MORISON
My commission expires: Residing at:
January 22, 1980 Salt Lake County, Utah
<PAGE>
BYLAWS
OF
COMSTOCK COAL COMPANY, INC..
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Utah as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall
be held in May of each year or at such other time designated by the Board of
Directors and as is provided for in the notice of the meeting, for the purpose
of electing directors and for the transaction of such other business as may come
before the meeting. If the election of directors shall not be held on the day
designated for the annual meeting of the shareholders, or at any adjournment
thereof, the Board of Directors shall cause the election to be held at a special
meeting of the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may
be called at any time by the chairman of the board, the president, or by the
Board of Directors, or in their absence or disability, by any vice president,
and shall be called by the president or, in his or her absence or disability, by
a vice president or by the secretary on the written request of the holders of
not less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any
place, either within or without the state of incorporation, 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
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting be otherwise called, the place of meeting shall
be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten (10) days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
<PAGE>
In lieu of closing the share transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting or to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation
having charge of the share transfer books for shares of the corporation shall
make, at least ten (10) days before each meeting of the shareholders, a complete
list of the shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of, and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder during the whole time of the
meeting. The original share transfer book shall be prima facia evidence as to
the shareholders who are entitled to examine such list or transfer books, or to
vote at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the voting power
represented by shares at the meeting and entitled to vote on the subject shall
constitute action by the shareholders, unless the vote of a greater number or
voting by classes is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-half of the
outstanding voting power is represented at a meeting, a majority of the voting
power represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by proxy;
provided, however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
<PAGE>
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors
shall consist of three to nine persons. Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation, as
the Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire
number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw immediately
following, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice president,
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state
of incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the Board
of Directors may participate in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at
least ten (10) days prior thereto by written notice delivered personally or
mailed to each director at his or her regular business address or residence, or
by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business or any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
<PAGE>
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies
shall occur in the Board of Directors by reason of death, resignation or
otherwise, or if the number of directors shall be increased, the directors then
in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 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, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his or her dissent shall be entered in the minutes of the meeting, unless he or
she shall file his or her 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 or certified 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.
Section 3.13 Resignations. A director may resign at any time by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the Board of Directors; provided, that if the
board has not acted thereon within ten days (10) from the date presented, the
resignation shall be deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required
to be taken at a meeting of the directors of the corporation or any other action
which may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose,
one or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by resolution of
the Board of Directors, a secretary, a treasurer, and such other officers as may
be appointed by the Board of Directors. The Board of Directors may elect, but
shall not be required to elect, a chairman of the board and the Board of
Directors may appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time
to time may appoint such other officers or agents as it may deem advisable, each
of whom shall have such title, hold office for such period, have such authority,
and perform such duties as the Board of Directors from time to time may
determine. The Board of Directors from time to time may delegate to any officer
or agent the power to appoint any such subordinate officer or agents and to
prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
<PAGE>
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote of a majority of the directors, with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
newly created offices may be filled by the Board of Directors at a regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction of the
Board of Directors, shall have general charge of the business, affairs, and
property of the corporation and general supervision over its officers,
employees, and agents;
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the Board of Directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume responsibility that the books, reports,
statements, certificates, and other documents and records required by statute
are properly kept and filed;
(e) He or she shall have charge of the share books of the corporation
and cause the share transfer books to be kept in such manner as to show at any
time the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
<PAGE>
(f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(g) He or she shall perform in general all duties incident to the office
of secretary and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
(a) He or she shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the office
of treasurer and such other duties as are given to him or her by these Bylaws or
as from time to time may be assigned to him or her by the Board of Directors or
the president.
Section 4.12 General Manager. The Board of Directors may employ and appoint a
general manager who may, or may not, be one of the officers or directors of the
corporation. The general manager, if any, shall have the following powers and
duties;
(a) He or she shall be the chief executive officer of the corporation
and, subject to the directions of the Board of Directors, shall have general
charge of the business affairs and property of the corporation and general
supervision over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times be
subject to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as
often as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and 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 appointed in accordance with the provisions of
Section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he or she is also a director
of the corporation.
Section 4.14 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 or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.
<PAGE>
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf
of the corporation, no negotiable paper or other evidence of its obligation
under any loan or advance shall be issued in its name, and no property of the
corporation shall be mortgaged, pledged, hypothecated, transferred, or conveyed
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.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, evidences of indebtedness of the corporation, subject
to the provisions of these Bylaws, 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 time to time may determine. Endorsements for deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a 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 thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should 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 be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by an
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the president or
any vice president, and the secretary or assistant secretary, and sealed with
the seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class or series of shares owned by him or her in
the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or an assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case any officer who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate, shall cease to be officer of the corporation, for
any reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
Certificates representing shares of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the share books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
shares represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof. Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of cancellation.
<PAGE>
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments or transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI
and of the Articles of Incorporation, the Board of Directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business.
A share book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer agents and one or more registrars with respect to
the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed fifty (50) days preceding the date
of any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding fifty (50) days preceding
the date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the share transfer books shall be closed or a record date set for
the purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a
new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.
<PAGE>
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modifies,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of the
corporation or from any other person and without regard to whether such
shareholder has the power to exercise or direct the exercise of voting power
over any specific fraction of the shares of common stock of the corporation
issued and outstanding or (ii) grants to any shareholder the right to have his
or her stock redeemed or purchased by the corporation or any other shareholder
on the acquisition by any person or group of persons of shares of the
corporation. In particular, to the extent permitted under the laws of the state
of incorporation, the corporation elects not to be governed by any such
provision, including the provisions of the Utah Control Shares Acquisition Act,
Section 61-6-1 et seq., of the Utah Code Annotated, as amended, or any statute
of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board
of Directors, the executive committee shall have and may exercise all powers of
the Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, the presence of members constituting a majority of
the total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the executive committee, and
of such other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members thereof
shall have not powers as such.
Section 7.05 Resignations. Any member of the executive committee, and of
such other committees as may be designated hereunder by the Board of Directors,
may resign at any time by delivering a written resignation to either the
president, the secretary, or assistant secretary, or to the presiding officer of
the committee of which he or she is a member, if any shall have been appointed
and shall be in office. Unless otherwise specified herein, such resignation
shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or any other committee designated by the Board of Directors hereunder,
by reason of disqualification, death, resignation, removal, or otherwise, the
remaining members shall, until the filling of such vacancy, constitute the then
total authorized membership of the committee and, provided that two or more
members are remaining, continue to act. Such vacancy may be filled at any
meeting of the Board of Directors.
Section 7.07 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.
<PAGE>
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action, or suit by or
in the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
of a quorum consisting of directors who were not parties to such action, suit,
or proceeding; or (ii) by independent legal counsel on a written opinion; or
(iii) by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by
this Section shall not be deemed exclusive of any other indemnification granted
under any provision of any statute, in the corporation's Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of the heirs and legal representatives of such a
person.
Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit or proceeding as contemplated in this Section may be paid
by the corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by
this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who cease to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
<PAGE>
8.07 Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by the Articles of Incorporation and these
Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors
or the shareholders, shall be subject to amendment, alteration, or repeal, and
new Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of Comstock
Coal Company, Inc., a corporation duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and foregoing bylaws of
said corporation were duly and regularly adopted as such by the Board of
Directors of the corporation at a meeting of the board of Directors, which was
duly and regularly held on the 29 day of April, 1999 and that the above and
foregoing Bylaws are now in full force and effect.
DATED this 29thday of April, 1999.
/s/ JASON JENSON
Jason Jenson, Secretary
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED, pursuant to the Utah Business Corporation Act,
hereby adopt the following Articles of Amendment as a revision of the Articles
of Incorporation of Comstock Coal Company, Inc.
Article I
The name of the Corporation is Comstock Coal Company, Inc.
Article II
The duration of the Corporation is perpetual.
Article III
The following amendments to the Articles of Incorporation were adopted
by the Board of Directors.
Article IV of the Articles of Incorporation of this Corporation is
amended so that it will read in its entirety as follows:
First: Article IV shall be amended as follows, to-wit:
Article IV
The 995,000 outstanding shares of the Corporation are reverse split on a basis
of 10 for 1, decreasing the presently outstanding shares from 995,000 shares to
95,000 shares.
/S/ JAMES DOOLIN
James Doolin, President
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 30 day of April, 1999, personally appeared before me, a Notary
Public, James Doolin, who acknowledged that he is the President of the
Corporation, and that he is authorized to and did execute the above instrument.
/S/ KATHLEEN MORRISON
NOTARY PUBLIC
(Notary Seal)
<PAGE>
ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
COMSTOCK COAL COMPANY, INC.
WE THE UNDERSIGNED, pursuant to the Utah Business Corporation Act,
hereby adopt the following Articles of Amendment as a revision of the Articles
of Incorporation of Comstock Coal Company, Inc.
Article I
The name of the Corporation is Comstock Coal Company, Inc.
Article II
The duration of the Corporation is perpetual.
Article III
The following amendments to the Articles of Incorporation were adopted
by the Board of Directors whom also control majority shareholders constituting
60%.
Article IV of the Articles of Incorporation of this Corporation is
amended so that it will read in its entirety as follows:
First: Article IV shall be amended as follows, to-wit:
Article IV
The aggregate number of shares which this corporation shall have
authority to issue is ONE HUNDRED MILLION (100,000,000) shares of par value
stock with a par value of $0.001 per share. All stock of the Corporation shall
be of the same class and shall have the same rights and preferences. Fully paid
stock of this Corporation shall not be liable to any further call of assessment.
/S/ JAMES DOOLIN
James Doolin, President
STATE OF UTAH )
: ss
COUNTY OF SALT LAKE )
On the 3rd day of August, 1999, personally appeared before me, a Notary
Public, James Doolin, who acknowledged that he is the President of the
Corporation, and that he is authorized to and did execute the above instrument.
/S/ KATHLEEN MORRISON
NOTARY PUBLIC
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<PERIOD-TYPE> YEAR 6-MOS
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<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1999 JUN-30-1999
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<BONDS> 0 0
0 0
0 0
<COMMON> 49,750 1,000
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