FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR 12(G) OF THE SECURITIES ACT OF 1934
BIB.NET CORPORATION
(name of Small Business Issuer in its Charter)
GEORGIA
(State or Other Jurisdiction
of Incorporation or
Organization)
58-2493703
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
3885 CRESTWOOD POINTE II
SUITE 200
(Address of Principal Executive Offices)
(770) 814-0992
(ISSUER'S TELEPHONE NUMBER)
Securities to be registered under Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS
BACKGROUND
Registrant was originally incorporated under the laws of the Sate of
Florida on July 15, 1988 under the name of American Realty Management
Services Corporation. From July, 1988 to March, 1997 the Registrant was in
the business of real estate management. From March, 1997 to January, 1999
the Registrant was in a dormant state and had no significant operations.
On January 12, 1999 the Registrant merged with bib.net Corporation -- a
closely held Georgia corporation -- and on June 15, 1999 the Registrant
effected a merger which acted as a corporate migration that changed its
state of organization from Florida to Georgia, and which changed the name
of the Registrant to bib.net Corporation.
Registrant is headquartered in Duluth, Georgia, a suburb of Atlanta, and it
provides an internet-based news and information service with a focus on
coverage of business news and events. This service is provided by means of
Registrant's worldwide web site located at , which acts as a portal to
other business and news web sites. The Registrant employees "virtual
reporters" to prepare its news content and original news stories, which it
distributes on its web site and through traditional newswire agencies for
syndication.
The Registrant's target audience is executives, professionals, and business
owners, and the Registrant offers this audience access to various business
and financial-related products and services as an added value and
convenience. All content featured on bib.net's website is free to anyone
with access to the internet. A growing percentage of content on the site
is dedicated to e-commerce uses. These uses include banner ads,
interactive icons, and messages which allow the user to obtain more
information about a product or to purchase the product. Registrant
receives a fee or commission each time a user accesses an advertiser's ad
or purchases a product. Registrant does not carry inventory or sell its
own products at this time.
INSIDE THE BIB.NET WEBSITE
The Registrant's web site acts as a platform for business related content.
The ability to shift the focus and direction of the site to take advantage
of new industry trends through the control of site content and structure is
one of the Registrant's most important strategic assets.
The business format is broad enough to provide areas of interest for a
variety of users of the Registrant's service. The site maintains
approximately 10,000 active pages, including archives, and approximately
600 links to advertisers and related sites. The average amount of space
available to generate advertising revenues and e-commerce transactions is
10% of the total area of each page, with the remaining 90% devoted to
original and syndicated content and graphics.
On a monthly basis, the site receives an average of 250,000 to 600,000 hits
and "page views" of 125,000 to 300,000. The average time per visitor on
the site is 11 minutes., 34 seconds. Seventy thousand (70,000) to eighty
thousand (80,000) of the hits on the web site are unique visitors,
individuals who have never visited the site before. This is six to eight
times the first time unique visitor percentage experienced by comparable
business sites. In comparison, CNET, a technology news web site, receives
an average of 200,000 unique visitors a month, and news.com, a news
oriented web site, attracts 500,000 unique visitors a month (These figures
are from published news reports by Relevant Knowledge, an Atlanta based web
rating service).
The Registrant's web site collects up to 1,000 email addresses a month from
users interested in receiving information updates. Management believes
these users will have a higher than average affinity for usage of the
products and services that are available on the site. This "core user" base
will be contacted periodically to announce new site developments and
features, and it is expected to contribute significantly to the
Registrant's ability to increase advertising rates and e-commerce revenues.
Web site usage reports are generated once a week from Web Trends, a web
site auditing company based in Palo Alto, California. These reports track
all unique visitors to the web site from Sunday to Saturday. The term
"unique visitors" means first time site visitors, based on proprietary
tracking systems used by Web Trends.
The pages on the Registrant's web site fall into two categories, gateway
pages and content pages. The bib.net home page and the links to mini-sites
are the gateway pages for the site. The general business news platform
supports the following 5 mini-sites that are focused on specific areas of
interest:
"Wall Street VirtuaL" provides stock market commentary and corporate
coverage. This site has several mini-sites of its own, including The
Online Investor, The Online Broker Guide, and Market Guide, which are
in the process of being built.
"Quick News" provides brief news clips updated once or twice weekly on
a variety of topics in a scrolling format on one page for ease of use.
"Headline News" provides topical news in a timely manner, with links
to related sources.
"Special Reports" provides in-depth editorial and/or hard news
coverage of a major topic (past issues have included reports on Dow
10,000, Viagra, and the SUV safety issue).
"Profiles" usually provides information regarding a business person or
entrepreneur whose business revolves around the Internet.
"Sportz News" provides brief coverage of sporting events of national
interest.
"Archives" provides a listing of most of the information published on
bib.net since its inception.
In addition, the Registrant provides its customers with syndicated news
stories from the San Jose Mercury, Computer World, CNNfn, Reuters, and the
Associated Press. Direct links on the site also provides instant access to
the IRS, the FDA, the FTC, the SBA, and the Library of Congress. Industry
links on the site make available resources that management believes may be
of interest to the average bib.net user.
Registrant's advertising program is administered by valueclick.com, an
outside advertising agency that obtains advertisers for the web site.
Under typical contracts with advertisers, Registrant receives 17 cents each
time a visitor clicks on each banner ad located on the site. These links
currently include Red Herring, News.com, Federal Computer Week, and
newsbytes.com. The Registrant also has e-commerce and partnership
agreements with Secure Tax, Barnes and Noble, and Reel.com, and the
Registrant is working on new e-commerce partners. Under these
arrangements, Registrant makes available links on its web site to the
products and services of its e-commerce partners. If a visitor accesses
the links they are given information about the product and an opportunity
to buy it. When the visitor purchases such a product the Registrant
receives a commission for the sale of 7% to 15% of the product's purchase
price.
As discussed above, the Registrant's revenues are derived primarily from e-
commerce and advertising. In the future it is expected by Management that
revenues will also be generated by syndication of the original content
produced for the site. Registrant offers display advertising with screen
banners run on its content pages, and imbedded marketing opportunities. The
latter consists of icons -- usually in the form of the product -- which
acts as interactive gateways to a review of the product and the opportunity
to purchase the product as discussed above.
The Registrant also provides online classified ads by means of a negotiated
auction format. Under this format the seller places an ad on the site and
persons interested in purchasing the product can enter into on-line
negotiations with the seller. The Registrant receives a commission of 7%
to 15% of the purchase price of the products sold through this classified
ad service. In order to assure the satisfaction of the buyer and the
seller the Registrant acts as a clearinghouse for the sale. The Registrant
receives the purchase price from the buyer and it only releases the
proceeds to the seller after the buyer acknowledges receipt of the product.
This acts as a quality assurance mechanism and it provides security that
the Registrant's commission will be paid.
The Registrant also earns revenues through e-mail advertising services.
Generally these fees are generated by e-mail addresses left by subscribers
to its news update service. Registrant sends e-mail notices and news
articles to these subscribers and these notices have advertisements
embedded in them. If a subscriber purchases a product through these ads
the Registrant earns a commission on that sale. The seller knows that the
Registrant's ad produced the sale by a unique identification number that is
carried when the purchaser accesses the product through the Registrant's
ads.
<PAGE>
MARKETING STRATEGY
The strategic objective of the Registrant is to increase its overall market
share within the business news segment of site aggregators on the World
Wide Web. The goal is to enhance Registrant's brand name through intensive
and aggressive marketing and public relations campaigns. Building brand
recognition in a new industry, before industry consolidation begins, is
crucial to the growth prospects for the Registrant. Within the next one to
three years the Registrant intends to maximize its original content
production capabilities to enhance its appeal to the business news
consumer.
The Registrant currently has 6 corporate advertisers, and over 20 small
business customers, with numerous e-commerce partnerships, and affiliations
with other popular web sites.
DISTRIBUTION
The Registrant's strategy of syndicating its original content creates an
intellectual property product for distribution to Registrant's growing
network of existing web publishers, newspapers, television stations, search
engines, ISP's and popular web sites. The Registrant plans to license the
original articles and news stories produced by its Virtual Reporters to
hundreds of web sites on the internet seeking timely and engaging material
for their viewers.
BIB.NET'S AUDIENCE
Of the estimated 100 million people who access the World Wide Web daily, 55
percent do so to gather news and/or business information. According to a
recent survey conducted by IntelliQuest Research, in the U.S. alone, web
users are growing at a rate of 20% a year. Approximately 75-105 million
Americans use the internet on a daily basis, 45% of these users are adult
males, and over 55% of those users are non-students. With the growth in
entrepreneurship and home-based businesses and with small business start-
ups increasing at a rate of 32% a year, Registrant believes its chosen
market niche has substantial growth potential for the future.
COMPETITION
The Registrant's competition consists of internet news providers and
specifically internet business news providers. Many of these competitors,
such as CNN, have much greater resources and name recognition than the
Registrant. However, Registrant believes its approach is much more
palatable to the typical internet user, because the Registrant does not
overwhelm its opening pages with advertising materials, like most news
providers. Instead, the Registrant disperses its marketing campaigns
throughout its site, and it only runs one banner ad per page. In an era of
overcrowding of screen space, Registrant believes that the competition for
viewers will be won by limiting the advertising present on each screen.
RESEARCH AND DEVELOPMENT
Registrant's staff is constantly modifying and refining its site. In
addition, Registrant's management maintains an ongoing focus to find new
methods of attracting visitors and generating revenues from its web site.
SUBSIDIARIES AND MINORITY INTERESTS
religiousmatters.com
In May, 1999, the Registrant acquired all the outstanding capital stock of
religiousmatters.com (WWW.RELIGIOUSMATTERS.COM) in exchange for 1,000,000
shares of its common stock. Religiousmatters.com is an online retailer of
books by and about worldwide religions. Religiousmatters.com offers books
at substantial discount to other on-line book retailers such as amazon.com
or barnesandnoble.com. After the acquisition Registrant retained Mark C.
Duncan, religiousmatters.com's founder, as Vice President of Marketing for
religiousmatters.com.
STRATEGIC ALLIANCES & PARTNERSHIPS
Registrant plans to seek strategic alliances with companies whose products
or services are compatible with the needs of its users. Registrant's
current alliances include FlashMail.net (e-mail provider), Action
Conference Call.com (conference call provider for small businesses), Secure
Tax (electronic income tax service provider), Cdnow (music retailer),
homeshark.com (mortgage lending), and Barnes&Noble.com (book retailer).
These services rank among the top ten most widely used services on the
Internet. Registrant's alliances with these companies provides them with
another outlet for sales, and in turn the Registrant receives commissions
from sales generated by its web site.
The Registrant plans to grow through the development or acquisition of new
media properties. The following web sites are currently under development
by the Registrant, and the Registrant expects to make these sites
operational this Winter:
bmarketspace.com: an e-commerce site designed to showcase upscale
merchants' merchandise at discount prices.
bclassified.com: a consumer to consumer classified listing service that
allows sellers to market their product to a large number of potential
purchasers without cost. If a purchase is consummated, payment is made to
the Registrant. Registrant then receives a commission from the sale and
forwards the proceeds of the sale to the Seller, after verifying that the
purchaser has received the product.
bmortgage.com: a new type of residential clearinghouse service that matches
borrowers with lenders. The site will allow borrowers to receive reduced
rate mortgages, because the lender will not be required to pay loan
origination fees. Instead the Registrant will be paid a low flat referral
fee.
bnewstand.com: a site designed to allow visitors to subscribe to popular
magazines at a discount price.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Prior to the merger of American Realty Management Services Corporation with
bib.net Corporation in January, 1999 the Registrant had no operations and
no income. Accordingly, the Registrant did not have revenues in each of
its last two fiscal years.
PLAN OF OPERATION
During the next twelve months the Registrant will seek to enhance its
revenues by generating fees from advertising and from web site usage. In
addition, the Registrant will be seeking strategic partners in order to
generate fees from referrals made through the Registrant's web site.
In order to achieve the expansion the Registrant desires, it is anticipated
that it will be necessary to attract additional capital during the next
twelve months. The Registrant is currently seeking $10,000,000 in capital
funding, but there is no assurance that the capital will be obtained or
that if it is obtained that it will be available on terms that are
acceptable to the Registrant. Such funds will be used for operations and
to finance Registrant's expansion plans.
Registrant's expenses average approximately $6,800 per month and its
revenues to date are nominal. Based on its current capitalization, the
Registrant expects that it can continue to satisfy its cash requirements
for 14 months. In the event the Registrant is unable to raise additional
capital within the next 12 months, its expansion plans could be severely
and adversely impacted and it is questionable whether the Registrant could
continue as a going concern.
WEBSITE MODIFICATIONS AND MARKETING
The Registrant is currently in the process of remodeling its website to
provide additional content and to provide more attractive opportunities for
advertising. The Registrant is aggressively seeking additional advertising
revenues, and currently has a 10 person sales force which has undertaken
the responsibility of increasing advertising revenue.
As discussed above, the Registrant has strategic partners which it believes
will provide opportunities to obtain additional revenues over the next 12
months; however, the Registrant plans to continue to seek additional
strategic partners in order to increase its sources of revenue.
PLANT AND EQUIPMENT
During the next twelve months the Registrant expects to purchase 4 new web
servers, 10 computer work stations and other equipment related to the
operation of its web site. Registrant expects the cost of this equipment
to be approximately $10,000.
EMPLOYEES
The Registrant currently has 5 full time employees and 7 part-time
employees. In addition, the Registrant employees 5 virtual reporters and
other employees that are paid on a contract basis for work performed. It
is expected that the number of employees during the next twelve months will
increase to 10 full-time and 14 part-time employees. These employees will
be obtained to assist the Registrant in its web administration and in its
sales and marketing.
ITEM 3. DESCRIPTION OF PROPERTY
The Registrant's principal administrative, sales, and processing facility
is located in approximately 1,500 square feet of leased office space in a
12 story office building located in Duluth, Georgia, a suburb of Atlanta,
Georgia. Registrant's production facilities and administrative office are
located in 2,500 square feet of leased office space also located in Duluth,
Georgia. Registrant anticipates that it will expand its offices within the
next year. Registrant believes that suitable additional or alternative
space will be available at that time on commercially reasonable terms.
The Registrant currently owns no real estate or real estate investments and
has no plans to acquire any real estate or investments in real estate.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Registrant's common stock as of September 1, 1999 (i) by
each person who is know by the Registrant to own beneficially more than 5%
of the Registrant's common stock, (ii) by each of the executive officers
named in the tables under "Executive Compensation" in Item 6 of this Form
and by each of the Registrant's directors, and (iii) by all executive
officers and directors as a group. Currently, there are 25 stockholders of
the Registrant, four (4) of whom are also directors and executive officers.
Except as indicated in the footnotes to this table, each stockholder
identified in the table possesses sole voting and investment power with
respect to all shares of common stock shown as beneficially owned by each
stockholder.
<PAGE>
Name and Address of Title of Amount and Nature of Percent
BENEFICIAL OWNER CLASS BENEFICIAL OWNERSHIP OF CLASS
Rodney D. Sailor* Common 10,000,000 89.23%
2810 Wesley Plantation Drive
Duluth, Georgia 30096
Terry J. Sailor Common 20,000 0.17%
2810 Wesley Plantation Drive
Duluth, Georgia 30096
Oscar E. Carter, III Common 250 0.002%
82 Timothy Lane
Lilburn, Georgia 30047
James William Quinlan, IV Common 15,000 0.13%
2905 Willow Green Court
Roswell, Georgia 30076
Executive Officers and Directors Common 10,035,250 89.55%
as a group (5 persons)
___________________________________
* These shares are owned by the RTT Family Trust. Mr. Sailor is
the Trustee of the Trust, but he disclaims any beneficial
ownership in the shares. Mr. Sailor's wife and daughter are the
beneficial owners of the trust assets.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive officers, directors and key employees of the Registrant and their
age, as of the date of this Registration Statement, along with their
business experience for at least the past five years, are as follows:
Year in Which
Directorship
NAME AGE POSITION COMMENCED
Rodney D. Sailor 41 President/Director 1999
Terry J. Sailor 38 Secretary/Director 1999
Oscar E. Carter, III 54 Director 1999
James William Quinlan, IV 41 Director 1999
Andre L. Patterson 32 Director 1999
<PAGE>
RODNEY D. SAILOR
Mr. Sailor has been Chairman of the Board, President and CEO of the Company
since January, 1999 to the present, and his present term runs through
January, 2000. From 1990 to 1994 Mr. Sailor was employed as a registered
representative by Josepthal, Lyon & Ross, Inc., a registered broker-dealer
and member of the New York Stock Exchange. In late 1994 Mr. Sailor was
employed for a short time as a registered representative for Barron Chase
Securities, a registered broker-dealer. From 1995 to the present Mr.
Sailor has been self-employed as an entrepreneur with various business
interests. Mr. Sailor attended Hartnell College in Salinas, California
from 1983 to 1985, where he majored in engineering. In 1988 Mr. Sailor
received an Associate's Degree in broadcast journalism from Elkin Institute
of Technology, Atlanta, Georgia. On February 13, 1999, the National
Association of Securities Dealers, Inc. censured Mr. Sailor, barred him
from associating with an NASD member and fined him $70,000, based on
allegations of unauthorized transactions and failing to respond to NASD
requests for information. Mr. Sailor is currently in the process of
appealing this decision.
TERRY J. SAILOR
Ms. Sailor has been a member of the Board of Directors and Secretary of the
Company since January, 1999 and her current term runs through January,
2000. From 1995 to 1997 Ms. Sailor was a loan processor with Southern
Atlanta Financial Services, Inc., an Atlanta, Georgia residential mortgage
broker. From 1997 to February, 1999 Ms. Sailor was a loan process manager
for NCS Mortgage Services, an Atlanta, Georgia based mortgage lender. Ms.
Sailor attended Monterey Peninsula College in Monterey, California from
1981 to 1983, where she majored in accounting. Ms. Sailor is the wife of
Rodney D. Sailor, President and Chairman of the Board of the Registrant.
OSCAR E. CARTER, III
Mr. Carter has been a Director of the Company since January, 1999 and his
current term runs through January, 2000. From 1983 to 1997 Mr. Carter was
Vice President of Coastal Ford, Inc., an automobile dealership located in
Mobile, Alabama. From 1970 to the present Mr. Carter has been an Executive
Director of the Dr. O.E. Carter, Jr. Memorial Rehabilitation Center, Inc.,
a drug treatment and rehabilitation center located in Atlanta, Georgia.
Mr. Carter received his Bachelor of Science degree in Business
Administration from Southern University, in New Orleans, Louisiana.
JAMES WILLIAM QUINLAN, IV
Mr. Quinlan has been Director of the Company since January, 1999, and his
current term runs through January, 2000. Mr. Quinlan is an attorney
licensed to practice law in Georgia and from 1994 to 1996 he practiced with
the Siler Law Firm, P.C. located in Atlanta, Georgia. From 1996 to the
present, Mr. Quinlan has practiced at The Quinlan Advocates Law Firm,
located in Atlanta, Georgia. The Quinlan Advocates Law Firm currently
provides legal services for the Registrant. Mr. Quinlan received his
Bachelor of Science degree in Accounting from the University of Auburn in
1979, and he received a Juris Doctorate degree from the University of
Georgia School of Law in 1982.
ANDRE L. PATTERSON
Mr. Patterson has been Chief Financial Officer and a Director of the
Company since January, 1999, and his current term runs through January,
2000. From 1996 to 1997 Mr. Patterson was an Associate Director of the
Malachi Group, Inc., an investment banking firm located in Atlanta,
Georgia. From 1997 to 1998 Mr. Patterson was a Senior Account Executive
for VTR Capital, Inc., an Atlanta, Georgia investment banking firm. From
1998 to 1999 Mr. Patterson was a Senior Account Executive for Preferred
Securities Group, Inc., an investment banking firm located in Atlanta,
Georgia. Mr. Patterson received a Bachelor of Arts degree in Business
Administration from Morehouse College in 1989.
COMMITTEES
The Registrant currently has no committees of its Board of Directors, and
none are expected to be developed at this time. When the Registrant
establishes committees it expects to establish both an audit committee and
a compensation committee.
Once created, the audit committee will be responsible for making
recommendations to the Board of Directors regarding the selection of
independent auditors, reviewing the results and scope of the audit and
other services provided by the Registrant's independent accountants and
reviewing and evaluating the Registrant's audit and control functions.
The compensation committee will make recommendations regarding salaries and
incentive compensation for employees and consultants of the Registrant.
The Board of Directors may also create other committees, including an
executive committee and a nominating committee.
ITEM 6. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the compensation the
Registrant expects to pay during the fiscal year ending on December 31,
1999 to the Registrant's most highly compensated executive officers. As
discussed in Item 1 above, the Registrant had no operations and therefore
it paid no salaries prior to the merger with bib.net on January 12, 1999.
The table below sets forth expected compensation information for employees
expected to receive more than $100,000 in compensation during 1999.
<PAGE>
SUMMARY COMPENSATION TABLE FOR FISCAL YEAR 1999
EXPECTED ANNUAL COMPENSATION
Name and Other Annual Stock Options
PRINCIPAL POSITION SALARY COMPENSATION AWARDED
Rodney D. Sailor,
Chief Executive Officer $100,000 None None
Mr. Sailor does not currently hold any options to purchase Registrant's
common stock. No compensation intended to serve as an incentive for
performance to occur over a period longer than one fiscal year is being
paid during 1990 to Mr. Sailor or any other officer of the Registrant
pursuant to a long-term incentive plan. Registrant does not have any
defined benefit or actuarial plan under which benefits are determined
primarily by final compensation or average final compensation and years of
service.
None of the officers of Registrant have entered into employment contracts
with Registrant covering employment compensation terms other than current
salaries and standard employee benefits.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since January 1, 1998, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which Registrant was
or is to be a party in which the amount involved exceeds $60,000 and in
which any director, executive officer or holder of more than 5% of the
Common Stock of Registrant had or will have a direct or indirect material
interest.
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of Registrant consists of 50,000,000 shares of
a single class of Common Stock with a par value of $.001 per share. As of
September 1, 1999, there were 11,206,000 shares of Common Stock outstanding
and held of record by 25 stockholders. The holders of Common Stock are
entitled to one vote for each share held of record on each matter voted on
at a stockholders' meeting and are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefor. In the event of a liquidation, dissolution or winding
up of Registrant, the holders of Common Stock are entitled to share ratably
in all assets remaining after payment of any outstanding indebtedness.
Holders of Common Stock have no preemptive or subscription rights, and
there are no redemption or conversion rights with respect to such shares.
All outstanding shares of Common Stock are fully paid and nonassessable.
<PAGE>
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for the Company is Interwest Transfer Co.,
Inc., located at 1981 East 4800 South, Suite 100, Salt Lake City, Utah
84117.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Registrant's Common Stock is currently traded under the symbol BIBN.
The stock was previously traded on the over-the-counter bulletin board,
however, it was removed from the OTC Bulletin Board under new NASD rules
requiring all companies trading on the OTC Bulletin Board to be reporting
companies under the Securities Exchange Act of 1934. It is anticipated
that the Registrant's Common Stock will be traded again on the OTC Bulletin
Board immediately following the effective date of this registration. The
following table provides the range of high and low bids for the
Registrant's Common Stock for each quarter within the last two fiscal years
and for the interim period ending June 30, 1999. For the period prior to
the first quarter of 1999, there was no trading market for the Registrant's
shares. The quotations set forth below were obtained from the OTC Bulletin
Board and they reflect inter-dealer prices, without retail mark-up, mark-
down or commission and may not represent actual transactions.
PERIOD ENDING HIGH BID LOW BID
March 31, 1997 0 0
June 30, 1997 0 0
September 30, 1997 0 0
December 31, 1997 0 0
March 31, 1998 0 0
June 30, 1998 0 0
September 30, 1998 0 0
December 30, 1998 0 0
March 31, 1999 $4.00 $1.50
June 30, 1999 $2.50 $ .75
There are 25 holders of the Common Stock of the Registrant.
No dividends have been paid on Registrant's Common Stock and there are no
plans for the payment of such dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
Registrant is not a party to any pending litigation and, to the best of its
knowledge, no material legal proceeding is contemplated or threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Hughes Financial Group, L.L.C. has been Registrant's certified public
accountants since 1999. For the periods ending December 31, 1996, 1997 and
October 1, 1998 Registrant's certified public accountant was Barry L.
Friedman, P.C., which issued an opinion that was modified as to the
uncertainty of whether the Registrant would continue as a going concern.
The Registrant changed its accountant in 1999 as a result of its change in
control in January, 1999. The decision to change accountants was approved
by the Registrant's Board of Directors, but there were no disagreements
with the former accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The only shares of the Registrant's common stock that have been sold in the
last three years are those made to the officers and directors of the
Company, as detailed in Item 4 above. These shares were issued in
connection with the January 12, 1999 merger discussed above in Item 1, in
exchange for the stock held by the shareholders in the merged company. The
merger transaction was a private transaction not involving a public
offering and the shares issued in that transaction were issued in reliance
on the exemption from registration provided by Section 4(2) of the
Securities Act of 1933.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Registrant's Articles of Incorporation contain certain provisions that
eliminate the personal liability of directors to the fullest extent
allowable by Georgia law. The Registrant's Bylaws also contain provisions
indemnifying Registrant's directors and officers to the fullest extent
permitted by Georgia law. The Bylaws provide further that indemnification
will only be granted after a determination is made that the party to be
indemnified has met the standards of conduct set forth in Georgia Business
Code <section> 14-2-855.
Insofar as indemnification to directors and officers of Registrant for
liabilities arising under the Securities Act of 1933, as amended,
Registrant is informed that, in the opinion of the Securities sand Exchange
Commission, such indemnification is against public policy, as expressed in
said Act and is, therefore, unenforceable.
PART F/S
Financial statements of Registrant for the fiscal year ended December 31,
1996, December 31, 1997 and October 1, 1998 were prepared by Barry L.
Friedman, P.C., located in Las Vegas, Nevada and the financial statements
for the interim period ending June 30, 1999 were prepared by Hughes
Financial Group, L.L.C., located in Atlanta, Georgia.
<PAGE>
<TABLE>
<CAPTION>
BIB.NET CORPORATION
<S> <C> <C> <C> <C>
Balance Sheet
June 30, 1999
ASSETS
Current Assets
Cash -NationsBank $56.91
Total Current Assets 56.91
Property and Equipment
Equipment 6,000.00
Automobiles 22,750.27
Other Depreciable Property 10,066.98
Total Property and Equipment 38,817.25
Other Assets
Total Other Assets 0.00
Total Assets $38,874.16
LIABILITIES AND CAPITAL
Current Liabilities
Share Holder Loans $5,462.00
Total Current Liabilities 5,462.00
Long-Term Liabilities
Total Long-Term Liabilities 0.00
Total Liabilities 5,462.00
Capital
Common Stock 11,226,000.00
Retained Earnings -11,226,000.00
Net Income 33,412.16
Total Capital 33,412.16
Total Liabilities & Capital $38,874.16
</TABLE>
Unaudited - For Management Purposes Only
<PAGE>
<TABLE>
<CAPTION>
Page 1
<S> <C> <C> <C> <C>
BIB.NET CORPORATION
Income Statement
For the Six Months Ending June 30,
1999
Current Month Year
to
Date
Revenues
Fees and 17,300.00 100.00 89,682.00 100.00
Professional
Services
Total 17,300.00 100.00 89,682.00 100.00
Revenues
Cost of Sales
Total Cost of 0.00 0.00 0.00 0.00
Sales
Gross Profit 17,300.00 100.00 89,682.00 100.00
Expenses
Advertising 400.00 2.31 1,100.00 1.23
Expense
Bank 49.00 0.28 347.76 0.39
Charges
0.00 0.00 519.26 0.58
Communication
Services
Employee 0.00 0.00 60.66 0.07
Benefit
Programs Exp
Insurance 0.00 0.00 500.00 0.56
Expense
Rent or 1,660.34 9.60 2,665.34 2.97
Lease Expense
Supplies 1,305.00 7.54 9,110.27 10.16
Expense
8,591.85 49.66 36,618.66 40.83
Subcontractor
Telephone 1,232.74 7.13 2,239.89 2.50
Expense
Travel 2,900.00 16.76 2,900.00 3.23
Expense
Utilities 208.00 1.20 208.00 0.23
Expense
Total 16,346.92 94.49 56,269.84 62.74
Expenses
Net Income 953.08 5.51 33,412.16 37.26
</TABLE>
Unaudited - For Management Purposes Only
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Page:
1
BIB.NET CORPORATION
Statement of Cash Flow
For the Six Months Ending June 30, 1999
Current Month Year to Date
Cash Flows
from
operating
activities
Net $953.08 $33412.16
Income
Adjustments
to
reconcile
net
Income to
net cash
provided
by
operating
activities
Share 0.00 5,462.00
Holder
Loans
Total 0.00 5,462.00
Adjustments
Net Cash 953.08 38,874.16
provided by
Operations
Cash Flows
from
investing
activities
Used For
Equipment 0.00 -6,000.00
0.00 -22,750.27
Automobiles
Other -1,600.00 -10,066.98
Depreciable
Property
Net cash -1,600.00 -38,817.25
used in
investing
Cash Flows
from
financing
activities
Proceeds
From
Common 0.00 11,226,000.00
Stock
Used For
Net cash 0.00 11,226,000.00
used in
financing
Net -646.92 11,226,056.91
increase
<decrease>
in cash
Summary
Cash 56.91 56.91
Balance at
End of
Period
Cash -703.83 0.00
Balance at
Beginning
of Period
Net -646.92 56.91
Increase
<Decrease>
in Cash
</TABLE>
Unaudited - For Management Purposes Only
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE
LAS VEGAS, NEVADA 89123 OFFICE (702) 361-8414
FAX N0. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors November 11, 1998
American Realty Management Services Corporation
Altamonte Springs, Florida
I have audited the accompanying Balance Sheets of American Realty
Management Services Corporation, (A Development Stage Company), as of
October 1, 1998, December 31, 1997, and December 31, 1996, and the related
statements of operations, stockholders, equity and cash flows for the two
years ended December 31, 1997, December 31, 1996, and the period January 1,
1998, to October 1, 1998. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on
these financial Statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of American Realty
Management Services corporation, (A Development Stage Company) as of
October 1 1998, December 31, 1997, and December 31, 1996, and the results
of its operations and cash flows for the two years ended December 31, 1997,
and December 31, 1996, and the period January 1, 1998, to October 1, 1998,
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has no established source of revenue.
This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in
Note 4. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/S/ BARRY L. FRIEDMAN
Certified Public Accountant
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
BALANCE SHEET
ASSETS
October December December
1, 1998 31, 1997 31, 1996
CURRENT ASSETS: $0 $0 $0
TOTAL CURRENT ASSETS $0 $0 $0
OTHER ASSETS: $0 $0 $0
TOTAL OTHER ASSETS $0 $0 $0
TOTAL ASSETS $0 $0 $0
See accompanying notes to financial statements & audit report
- 2 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
October December December
1, 1998 31, 1997 31, 1996
CURRENT LIABILITIES: $1,816 $0 $0
TOTAL CURRENT LIABILITIES $1,816 $0 $0
STOCKHOLDERS' EQUITY: (Note 1)
Common stock, $1.00 par value
authorized 1,000 shares
issued and outstanding at
December 31, 1996 - 1,000 shares $1,000
December 31, 1997 - 1,000 shares $1,000
Common stock, $0.001 par value
authorized 50,000,000 Shares
issued and outstanding at
October 1, 1998 - 1,000,000 shares $1,000
Additional paid in Capital 0 0 0
Accumulated loss -2,816 -1,000 -1,000
TOTAL STOCKHOLDERS' EQUITY $-1,816 0 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 0 0 0
See accompanying notes to financial statements & audit report
- 3 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
JAN. 1, YEAR YEAR JUL. 15, 1988
1998, to Ended Ended (inception)
Oct. 1, Dec. 31, Dec. 31, to Oct. 1,
1998 1997 1996 1998
INCOME:
Revenue $0 $0 $0 $0
EXPENSES:
General, Selling
and Administrative $1,816 $0 $0 $2,816
Total Expenses $1,816 $0 $0 $2,816
Net Profit/Loss (-) $-1,816 $0 $0 $-2,816
Net Profit/Loss (-)
per weighted
share (Note 1) $-.0018 $.0000 $.0000 $-.0028
Weighted average
number of common
shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
See accompanying notes to financial statements & audit report
- 4 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount capital Deficit
Balance,
December 31, 1995 1,000 $1,000 $0 $-1,000
Net loss year ended
December 31, 1996 0
Balance,
December 31, 1996 1,000 $1,000 $0 $-1,000
Net loss year ended
December 31, 1997 0
Balance, 1,000 $1,000 $0 $-1,000
December 31, 1997
September 16, 1998
changed par value
from $1.00 to $.001 $-999 $999
September 16, 1998
Forward stock split
1,000:1 999,000 $999 $-999
Net loss,
January 1, 1998 to
October 1, 1998 $-1,816
Balance,
October 1, 1998 1,000,000 $1,000 0 $-2,816
See accompanying notes to financial statements & audit report
- 5 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Year Jul. 15, 1988
1998, to Ended Ended (inception)
Oct. 1, Dec. 31, Dec. 31, to Oct. 1,
1998 1997 1996 1998
Cash Flows from
Operating Activities:
Net Loss $-1,816 $0 $0 $-2,816
Adjustment to
reconcile net loss
to net cash
provided by operating
activities $0 $0 $0 $0
Changes in assets and
liabilities:
Increase in current
liabilities: $1,816 $0 $0 $1,816
Net cash used in
operating activities $0 $0 $0 $-1,000
Cash Flows from
investing activities $0 $0 $0 $0
Cash Flows from
Financing Activities:
Issuance of common
Stock for services $0 $0 $0 $1,000
Net increase (decrease)
in cash $0 $0 $0 $0
Cash,
beginning of period $0 $0 $0 $0
Cash,
end of period $0 $0 $0 $0
See accompanying notes to financial statements & audit report
- 6 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
October 1, 1998, December 31, 1997, and December 31, 1996
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - History and Organization of the Company
The Company was organized July 15, 1988, under the laws of the State
of Florida as American Realty Management Services Corporation. The Company
currently has no operations and, in accordance with SFAS #7, is considered
a development company.
On August 1, 1988, the Company issued 1,000 shares of it's $1.00 par
value common stock for services of $1,000.
On September 16, 1998, the State of Florida approved the Company's
restated Articles of Incorporation, which increased its capitalization from
1,000 common shares to 50,000,000 common shares. The par value was changed
from $1.00 par to $0.001.
On September 16, 1998, the Company forward split its common stock
1,000:1, thus increasing the number of outstanding common stock shares from
1,000 shares to 1,000,000 shares.
NOTE 2 - Accounting Policies and Procedures
The Company has not determined its accounting policies and procedures,
except as follows:
1 The Company uses the accrual method of accounting.
2 Earnings or loss per share is calculated using the weighted averaged
number of common shares outstanding.
3 The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - Warrants and Options
There are no warrants or options outstanding to issue any additional
shares of common stock of the Company.
- 7 -
<PAGE>
AMERICAN REALTY MANAGEMENT SERVICES CORPORATION
(A Development Stage Company)
October 1, 1998, December 31, 1997, and December 31, 1996
NOTES TO FINANCIAL STATEMENTS CONTINUED
NOTE 4 - Going Concern
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has no current source
of revenue. Without realization of additional capital, it would be
unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company.
NOTE 5 - Related Party Transactions
The Company neither owns or leases any real or personal property.
Office services are provided without charge by an officer. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company are involved
in other business activities and may, in the future, become involved in
other business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
- 8 -
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
2.1 Articles of Incorporation of Registrant
2.2 Bylaws of Registrant
12.1(a) Consent of Barry L. Friedman, P.C., Certified Public Accountant
12.1(b) Consent of Hughes Financial Group, L.L.C., Certified Public
Accountant
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Registrant:
bib.net Corporation
September 30, 1999 By: /S/ RODNEY D. SAILOR_________
Date Rodney D. Sailor, President
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
2.1 Articles of Incorporation of Registrant
2.2 Bylaws of Registrant
12.1(a) Consent of Barry L. Friedman, P.C., Certified Public Accountant
12.1(b) Consent of Hughes Financial Group, L.L.C., Certified Public
Accountant
EXHIBIT 2.1
ARTICLES OF INCORPORATION
OF
REGISTRANT
ARTICLES OF INCORPORATION
OF
BIB.NET CORPORATION
.
The name of the Corporation is Bib.net Corporation.
.
The Corporation shall have authority to issue 50,000,000 shares of
common stock having a par value of $.001 per share.
.
The initial registered office of the Corporation is 115 Perimeter
Center Place, Suite 170, Atlanta, Dekalb County, Georgia 30346. The
initial registered agent of the Corporation is Richard W. Jones.
.
The name and address of the Incorporator of the Corporation is:
NAME ADDRESS
Rod Sailor 3885 Crestwood Pointe II
Suite 200
Duluth, GA 30096
.
The mailing address of the initial principal office of the Corporation
is 3885 Crestwood Pointe II, Suite 200, Duluth, Gwinnett County, Georgia
30096.
.
Action required or permitted to be taken by the shareholders of the
Corporation pursuant to the provisions of the Georgia Business Corporation
Code may be taken without a meeting of the shareholders by persons who
would be entitled to vote at a meeting shares having voting power to cast
not less than the minimum number of votes that would be necessary to
authorize the action at a meeting at which all shareholders entitled to
vote were present and voted. Any such action shall be evidenced by one or
more written consents describing the action taken, signed by shareholders
entitled to take action, and shall be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. The record
date of any action taken by written consent shall be the date on which the
first shareholder signs the consent. No such consent shall be valid unless
() the consenting shareholder has been furnished the same material that
would have been required to be sent to shareholders in a notice of a
meeting at which the proposed action would have been submitted to the
shareholders for action, including notice of any applicable dissenters'
rights as provided in O.C.G.A. Section 14-2-1320 and 14-2-1322, or () the
written consent contains an express waiver of the right to receive the
material otherwise required to be furnished. Any shareholders who do not
participate in the taking of any such action by written consent shall be
given written notice of the action taken together with any materials
required to be delivered pursuant to O.C.G.A. subsection 14-2-704 (b) (1)
within ten (10) days following the date of the written consent.
.
The Board of Directors of the Corporation may, from time to time, and
at its discretion, cause the Corporation to purchase its own shares and
such shares may be reissued by the Corporation.
.
(a) No Director of the Corporation shall have any personal liability
to the Corporation or its shareholders for monetary damages for breach of
duty of care or other duty as a Director, provided that this Article shall
eliminate or limit the liability of a Director only to the maximum extent
permitted from time to time by the Georgia Business Corporation Code or any
successor law or laws.
(b) Any repeal or modification of Article VIII(a) by the shareholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation existing at the time of such repeal or
modification.
.
The Board of Directors, Committees of the Board of Directors and
individual Directors, in discharging the duties of their respective
positions and in determining what is believed to be in the best interests
of the Corporation, in addition to considering the effects of any action on
the Corporation or its shareholders, may consider the interests of the
employees, customers, suppliers, and creditors of the Corporation and its
subsidiaries, the communities in which offices or other establishments of
the Corporation and its subsidiaries are located, and all other factors
such Directors consider pertinent; provided, however, that this Article
shall be deemed solely to grant discretionary authority to the Directors
and shall not be deemed to provide to any constituency named or referred to
in this Article any right to be considered.
IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation on this 1st day of May, 1999.
/S/ RICHARD W. JONES
Richard W. Jones
Attorney in Fact for Incorporator
EXHIBIT 2.2
BYLAWS
OF
REGISTRANT
BYLAWS
OF
BIB.NET CORPORATION
ARTICLE I
NAME AND PRINCIPAL OFFICE
Section 1. The name of this corporation is:
BIB.NET CORPORATION
Section 2. The principal office of the corporation shall be located
at such place as shall be designated by the Board of Directors, and it may
maintain branch offices or agents elsewhere, within or without the State of
Georgia, as the Board of Directors may from time to time determine.
Section 3. The corporation shall at all times maintain a registered
office and registered agent within the State of Georgia, at such place
within said state as shall be designated by the Board of Directors.
ARTICLE II
CAPITAL STOCK
Section 1. The authorized capital stock of the corporation shall
consist of 50,000,000 shares of common stock with $.001 par value. Said
capital stock shall be evidenced by certificates of stock, issued in the
name of the corporation and signed by the President and Secretary of the
corporation under the corporate seal.
Section 2. Said shares of stock shall be transferable only on the
books of the corporation or its authorized registration and transfer agent.
The stock transfer records shall be kept by the corporation or the
appropriate designee of the corporation as may be determined by the Board
of Directors.
Section 3. Shares of stock may be represented at all shareholder
meetings by the shareholders of record or by written proxy directed to any
other person or legal entity and filed with the Secretary of the
corporation prior to the beginning of any shareholder meeting. No person,
however, shall be entitled to vote any shares of stock in person or by
proxy at any such meeting unless the same shall have been transferred to
him on the books of the corporation at least 30 days prior to the said
meeting.
Section 4. Before a new stock certificate shall be transferred or
issued to replace a lost certificate, proof of loss together with proper
indemnification procedures, including an indemnification bond, if requested
by the Board of Directors, shall be furnished by the applicant for the new
certificate. Any cost of reissuing and indemnifying the corporation for
reissuing lost certificates shall be paid by the applicant.
Section 5. The owner as reflected on the books of the corporation,
subject to the provisions of Section 3 of this Article II, shall be
entitled to one vote for each share of stock owned by him. No cumulative
voting shall be allowed.
Section 6. The corporation shall not be allowed to vote any Treasury
stock held by it.
Section 7. The Board of Directors may fix a date or dates at which
time or times the persons reflected on the books of the corporation as
shareholders shall receive dividends or distributions of the corporate
assets.
Section 8. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Georgia.
Section 9. Shares standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares standing in the name of a deceased person may be voted by the
executor or administrator of such deceased person, either in person or by
proxy. Shares standing in the name of a guardian, conservator or trustee
may be voted by such fiduciary, either in person or by proxy, but no such
fiduciary shall be entitled to vote shares held in such fiduciary capacity
without a transfer of such shares into the name of such fiduciary. Shares
standing in the name of a receiver may be voted by such receiver. A
shareholder whose shares are pledged shall be entitled to vote such shares,
unless, in the transfer by the pledgor on the books of the corporation, he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee or his proxy may represent the stock and vote thereon.
Section 10. There shall be issued no fractional shares of the
corporation. In the event a shareholder shall be entitled to a fractional
share by virtue of the declaration of a stock dividend or stock split or
otherwise, the corporation shall issue to said shareholder a certificate,
called scrip, acknowledging the right of said shareholder to said
fractional share. At any time that a shareholder shall become the holder
of sufficient scrip to total one or more whole shares, then, at the request
of said shareholder, the corporation shall issue said whole share or shares
to said shareholder. No holder of any scrip shall be entitled to any vote
on account thereof.
Section 11. All issued shares of the corporation shall be fully paid
and nonassessable; there shall be issued no partially paid shares of the
corporation.
Section 12. Shares of the corporation shall be issued for such
consideration as shall be fixed from time to time by the Board of
Directors; provided, however, that no such shares shall be issued for
consideration less than the par value of such shares.
Section 13. Treasury shares may be disposed of by the corporation for
such consideration as may be fixed from time to time by the Board of
Directors.
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 1. An annual meeting of the shareholders shall be held
annually, within five (5) months of the end of each fiscal year of the
Corporation. The annual meeting shall be held at such time and place and
on such date as the Directors shall determine from time to time and as
shall be specified in the notice of the meeting; at which time the
shareholders shall elect a Board of Directors and transact such other
business as may be properly brought before the meeting. Notwithstanding
the foregoing, the Board of Directors may cause the annual meeting of
shareholders to be held on such other date in any year as they shall
determine to be in the best interests of the corporation; and any business
transacted at said meeting shall have the same validity as if transacted on
the date designated herein.
Notice of the annual meeting, stating the time and place thereof,
shall be mailed to each shareholder at his address as shown on the records
of the corporation not less than ten (10) days and not more than fifty (50)
days prior to such meeting.
Section 2. For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of dividends, 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 less
than ten (10) nor more than fifty (50) days prior to the date on which the
particular action requiring such determination of shareholders is to be
taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of dividends, 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. 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.
Section 3. A simple majority of the capital stock issued and
outstanding, represented in person or by proxy, shall constitute a quorum
for the transaction of business at any shareholders' meeting.
Section 4. A special meeting of the shareholders may be called at any
time by the President or as directed by a majority vote of the Board of
Directors. The same notice shall be given of special meetings as is herein
provided for the annual meeting, except that, in the case of special
meetings, the notice shall state the objective therefor, and no matters may
be considered except those mentioned in said notice.
Section 5. A special meeting of the shareholders shall be called by
the corporation upon the written request of the holders of not less than
twenty-five (25%) percent of the outstanding shares of the corporation.
Such written request shall be presented to the Secretary of the
corporation. The Secretary shall then comply with the provisions of this
Article regarding notice to shareholders of any special or annual meeting.
Section 6. Notice of meetings, both annual and special, may be waived
by any shareholder, and his presence at such meetings will constitute such
a waiver.
Section 7. At all meetings of shareholders, all questions shall be
determined by a majority vote of the holders of each class of capital stock
entitled to vote, present in person or by proxy, unless otherwise provided
for by these Bylaws or by the laws of the State of Georgia.
Section 8. Whenever the vote of shareholders at a meeting thereof is
required or permitted to be taken, for or in connection with any corporate
action, by any provision of the laws of Georgia, the meeting and vote of
shareholders may be dispensed with if all of the shareholders who would
have been entitled to vote upon the action if such meeting were held shall
consent in writing to such corporate action being taken; or if the Articles
of Incorporation authorizes the action to be taken with the written consent
of the holders of less than all of the stock who would have been entitled
to vote upon the action if a meeting were held, then on the written consent
of the shareholders having not less than such percentage of the number of
votes as may be authorized in the Articles of Incorporation; provided that,
in no case shall action be taken upon the written consent of the holders of
stock having less than the minimum percentage of the vote required by
statute for the proposed corporate action, and provided that prompt notice
be given to all shareholders of the taking of corporate action without a
meeting and by less than unanimous written consent.
Section 9. The Board of Directors may adopt whatever rules it deems
necessary or desirable for the orderly transaction of business at any
meeting of shareholders; provided that such rules shall be in writing and
shall be distributed to the shareholders prior to or at the beginning of
said meeting, and provided further that such rules shall not abrogate any
right of the holders of capital stock as defined by statute or by these
Bylaws.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. The business and affairs of the corporation shall be
managed by its Board of Directors, which may exercise all powers of the
corporation as are not, by statute, by the Articles of Incorporation or by
these Bylaws, directed or required to be exercised or done by the
shareholders.
Section 2. The number of Directors which shall constitute the whole
Board shall be not less than three (3) nor more than fifteen (15), except
that, if all of the shares of the corporation are owned beneficially and of
record by less than three (3) shareholders, the number of Directors may be
less than three (3) but not less than the number of shareholders; provided,
however, that if at least a majority of the outstanding shares of capital
stock of the corporation having the power to vote for the election of
Directors is owned of record by one (1) shareholder, the Board of Directors
may consist of only one (1) Director. Such number of Directors shall from
time to time be fixed and determined by the shareholders and shall be set
forth in the notice of any meeting of shareholders held for the purpose of
electing Directors. The Directors shall be elected at the Annual Meeting
of the Shareholders, except as provided in Section 3 of this Article IV,
and each Director elected shall hold office until his successor shall be
elected and shall qualify. Except as provided otherwise herein, Directors
need not be residents of Georgia nor shareholders of the corporation.
Section 3. Any Director may resign at any time by written notice to
the corporation. Any such resignation shall take effect at the date of
receipt of such notice or any later time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. If any vacancy occurs on the Board of
Directors caused by death, resignation, retirement, disqualification or
removal from office of any Director or otherwise, or if any new
directorship is created by an increase in the authorized number of
Directors, a majority of the Directors then in office, though less than a
quorum, or a sole remaining Director may choose a successor or fill the
newly created directorship; and a Director so chosen shall hold office
until the next annual meeting and until his successor shall be duly elected
and shall qualify, unless sooner displaced.
Section 4. A regular meeting of the Board of Directors shall be held
each year, without other notice than this Bylaw, at the place of and
immediately following the Annual Meeting of Shareholders, and other regular
meetings of the Board of Directors shall be held each year, at such time
and place as the Board of Directors may provide, by resolution, either
within or without the State of Georgia, without other notice than such
resolution.
Section 5. A special meeting of the Board of Directors may be called
by the President and shall be called by the Secretary on the written
request of any two Directors. The President so calling, or the Directors
so requesting, any such meeting shall fix the time and place, either within
or without the State of Georgia, as the place for holding such meeting.
Section 6. Written notice of special meetings of the Board of
Directors shall be given to each Director at least twenty-four (24) hours
prior to the time of any such meeting. Any Director may waive notice of
any meeting. The attendance of a Director at any meeting shall constitute
a waiver of notice of such meeting, except where a Director attends a
meeting for the purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the
business to be transacted at nor the purpose of any special meeting of the
Board of Directors needs to be specified in the notice or waiver of notice
of such meeting, except that notice shall be given of any proposed
amendment to the Bylaws if it is to be adopted at any special meeting or
with respect to any other matter where notice is required by statute.
Section 7. A simple majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board of Directors, and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by
the Articles of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of the Board of Directors, the Directors present
thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 8. Unless otherwise restricted by the Articles of
Incorporation or these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof, as
provided in Article V of these Bylaws, may be taken without a meeting;
provided that a written consent thereto is signed by all members of the
Board or of such committee, as the case may be, and such written consent is
filed with the minutes of proceedings of the Board or committee.
Section 9. Directors, as such, shall not be entitled to any stated
salary for their services unless voted by the Board of Directors. By
resolution of the Board, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of the
Board of Directors or any meeting of a committee of Directors. No
provision of these Bylaws shall be construed to preclude any Director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 10. Members of the Board of Directors, or any committee
designated by such Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications
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.
ARTICLE V
COMMITTEES OF DIRECTORS
Section 1. The Board of Directors may, by resolution passed by a
majority of the entire Board, designate one or more committees, including,
if it shall so determine, an Executive Committee. Each such committee
shall consist of two or more of the Directors of the corporation, which
shall have and may exercise such of the powers of the Board of Directors in
the management of the business and affairs of the corporation as may be
provided in this Article and may authorize the seal of the corporation to
be affixed to all papers which may require it. The Board of Directors may
designate one or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of such
committee. Such committee or committees shall have such name or names and
such authority as may be determined from time to time by resolution adopted
by the Board of Directors.
Section 2. In the event the Board of Directors shall, pursuant to
Section 1 of this Article, designate an Executive Committee to have and
exercise the full powers of the Board of Directors, such power shall extend
to the full limit of the powers of the entire Board of Directors, except
that no committee of Directors shall have or exercise any of the following
powers: amend the Articles of Incorporation of the corporation; undertake
any actions toward merger or consolidation of the corporation; recommend
the lease, sale or exchange of all or substantially all of the assets of
the corporation; amend these Bylaws; declare any dividend; or authorize the
issuance of any of the stock of the corporation.
Section 3. Each committee of Directors shall keep regular minutes of
its proceedings and report same to the Board of Directors when required.
Section 4. Members of special or standing committees may be allowed
compensation for attending committee meetings, if the Board shall so
determine.
ARTICLE VI
NOTICE
Section 1. Whenever, under the provisions of the statutes, the
Articles of Incorporation or these Bylaws, notice is required to be given
to any Directors, member of any committee or shareholders, such notice
shall be in writing and shall be delivered personally or mailed to such
Director, member or shareholder or, in the case of a Director or a member
of any committee, may be delivered in person or given orally by telephone.
If mailed, notice to a Director, member of a committee or shareholder shall
be deemed to be given when deposited in the United States mail in a sealed
envelope, with postage thereon prepaid, addressed, in the case of a
shareholder, to the shareholder at the shareholder's address as it appears
on the records of the corporation or, in the case of a Director or a member
of a committee, to such person at his business address. If sent by
telegraph, notice to a Director or member of a committee shall be deemed to
be given when the telegram, so addressed, is delivered to the telegraph
company.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes, the Articles of Incorporation or these Bylaws,
a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE VII
OFFICERS
Section 1. The officers of the corporation shall be a President, one
or more Vice Presidents, any one or more of which may be designated
Executive Vice President or Senior Vice President, a Secretary and a
Treasurer. The Board of Directors may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and
Assistant Treasurers, as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such
duties as shall be determined by the Board. Any two or more offices may be
held by the same person. The President shall be elected from among the
Directors. With that exception, none of the other officers need be a
Director, and none of the officers need be a shareholder of the
corporation.
Section 2. The officers of the corporation shall be elected annually
by the Board of Directors at its first regular meeting held after the
Annual Meeting of Shareholders or as soon thereafter as conveniently
possible. Each officer shall hold office until his successor shall have
been chosen and shall have qualified, or until his death or the effective
date of his resignation or removal, or until he shall cease to be a
Director in the case of the President.
Section 3. Any officer or agent elected or appointed by the Board of
Directors may be removed without cause by affirmative vote of a majority of
the Board of Directors whenever, in its judgment, the best interests of the
corporation shall be served thereby, but such removal shall be without
prejudice to the contractual rights, if any, of the person so removed. Any
officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect on the date of receipt of such
notice or at any later time specified therein, and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 4. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors or pursuant to its direction, and
no officer shall be prevented from receiving such salary by reason of his
also being a Director.
Section 6. The President shall be the chief executive officer of the
corporation and subject to the control of the Board of Directors, shall
generally supervise and control the business and affairs of the
corporation. The President shall preside at all meetings of the Board of
Directors and the shareholders. He shall have the power to appoint and
remove subordinate officers, agents and employees, except those elected or
appointed by the Board of Directors. The President shall keep the Board of
Directors and the Executive Committee fully informed and shall consult with
them concerning the business of the corporation. The President may sign,
with the Secretary or any other officer of the corporation thereunto
authorized by the Board of Directors, certificates for shares of the
corporation and any deeds, bonds, mortgages, contracts, checks, notes,
drafts or other instruments which the Board of Directors has authorized to
be executed, except in cases where the signing and execution thereof has
been expressly delegated by these Bylaws or by the Board of Directors to
some other officer or agent of the corporation, or shall be required by law
to be otherwise executed. The President shall vote, or give a proxy to any
other officer of the corporation to vote, all shares of stock of any other
corporation standing in the name of the corporation and, in general, shall
perform all other duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors or the Executive
Committee from time to time.
Section 7. In the absence of the President, or in the event of his
inability or refusal to act, the Executive Vice President (or, in the event
there shall be no Vice President designated Executive Vice President, any
Vice President designated by the Board) shall perform the duties and
exercise the powers of the President. The Vice Presidents shall perform
such other duties as from time to time may be assigned to them by the
President, the Board of Directors or the Executive Committee.
Section 8. The Secretary shall: (a) keep the minutes of the meetings
of the shareholders, the Board of Directors and the committees of
Directors; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation, and see that the seal
is affixed to all certificates for shares or a facsimile thereof is affixed
to all certificates for shares prior to the issuance thereof and to all
documents, the execution of which on behalf of the corporation under its
seal is duly authorized in accordance with the provisions of these Bylaws;
(d) keep or cause to be kept a register of the post office address of each
shareholder as furnished by each shareholder; (e) sign, with the President,
certificates for shares of the corporation, the issuance of which shall
have been authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) in
general, perform all duties incident to the office of Secretary and such
other duties as from time to time may be assigned by the President, the
Board of Directors or the Executive Committee.
Section 9. If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. The
Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever and
deposit all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of these Bylaws; (c) prepare or cause to be prepared, for
submission at each regular meeting of the Directors, at each annual meeting
of the shareholders and at such other times as may be required by the
Directors, the President or the Executive Committee, a statement of
financial condition of the corporation in such detail as may be required;
and (d) in general, perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
President, Board of Directors or Executive Committee.
Section 10. The Assistant Secretaries and Assistant Treasurers shall,
in general, perform such duties as shall be assigned to them by the
Secretary or the Treasurer, respectively, or by the President, Board of
Directors or Executive Committee. The Assistant Secretaries and Assistant
Treasurers shall, in the absence of the Secretary or Treasurer,
respectively, perform all functions and duties which such absent officers
may delegate, but such delegation shall not relieve the absent officer from
the responsibilities and liabilities of his office. The Assistant
Treasurers shall, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as
the Board of Directors shall determine.
ARTICLE VIII
CONTRACTS, CHECKS AND DEPOSITS
Section 1. Subject to the provisions of these Bylaws, the Board of
Directors may authorize any officer or officers and agent or agents to
enter into any contract or execute and deliver any such instrument in the
name of and on behalf of the corporation, and such authority may be general
or confined to specific instances.
Section 2. All checks, demands, drafts or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
corporation shall be signed by such officer or officers or such agent or
agents of the corporation and in such manner as may be determined by the
Board of Directors.
Section 3. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE IX
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation may be
declared by the Board of Directors at any regular or special meeting
pursuant to law. Dividends may be paid in cash, in property or in shares
of capital stock.
Section 2. Before payment of any dividends, there may be set aside
out of any funds the corporation available for dividends such sum or sums
as the Directors may from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the corporation or
for such other purpose as the Directors deem conducive to the best
interests of the corporation, and the Directors may modify or abolish any
such reserve in the manner in which it was created.
ARTICLE X
INDEMNIFICATION
Section 1. The Corporation shall indemnify each person who is or was
a director, officer, employee or agent of the Corporation (including the
heirs, executors, administrators or estate of such person) 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 to the full extent permitted under the Georgia Business
Corporation Code or any successor law or laws of the State of Georgia. If
any such indemnification is requested the Board of Directors shall cause a
determination to be made (unless a court has ordered the indemnification)
in one of the manners prescribed in Section 14-2-855 of said Code or laws
as to whether indemnification of the party requesting indemnification is
proper in the circumstances because he has met the applicable standard of
conduct set forth in Sections 14-2-855 of said Code or laws. Upon any such
determination that such indemnification is proper, the Corporation shall
make indemnification payments of liability, cost, payment or expense
asserted against, or paid or incurred by, him in his capacity as such a
director, officer, employee or agent to the maximum extent permitted by
said Section of said Code or laws. The Corporation may, in advance of
final disposition of an action, suit or proceeding, pay expenses incurred
in defense thereof, consistent with the provisions of Section 14-2-853 of
said Code or laws. The indemnification obligations of the Corporation set
forth herein shall not be deemed exclusive of any other rights, in respect
to indemnification or otherwise, to which any party may be entitled under
any other provision of these Bylaws or any resolution approved by the
shareholders pursuant to Section 14-2-856 of the Georgia Business
Corporation Code or any successor law or laws.
Section 2. The Corporation may purchase and maintain insurance, at
its expense, to protect itself and any of the above-referenced parties
against any liability, cost, payment or expense, whether or not the
Corporation would have the power to indemnify such person against such
liability.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be set by resolution of the
Board of Directors.
ARTICLE XII
AMENDMENTS TO BYLAWS
At any regular meeting of the Board of Directors or at any meeting of
the Board of Directors specially called for said purpose, with each
Director having been mailed, along with notice of said meeting, a copy of
the proposed changes in the Bylaws, these Bylaws may be altered, amended or
repealed, in whole or in part, and new Bylaws may be adopted in accordance
with the copy of the proposed changes mailed to the Directors by vote of a
majority of said Directors.
I HEREBY CERTIFY that the foregoing Bylaws were duly adopted by the
Board of Directors of the corporation on the 19th day of May, 1999.
/S/ TERRY SAILOR
Terry Sailor
Secretary
(CORPORATE SEAL)
EXHIBIT 12.1(A)
CONSENT OF BARRY L. FRIEDMAN, P.C.,
CERTIFIED PUBLIC ACCOUNTANT
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE
LAS VEGAS, NEVADA 89123 OFFICE (702) 361-8414
FAX N0. (702) 896-0278
CONSENT AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
Board of Directors August 4, 1999
bib.net Corporation
Atlanta, Georgia
I hereby consent to the use of my report dated November 11, 1998, relating
to the balance sheets of (formerly) American Realty Management Services
Corporation (now bib.net Corporation) as of October 1, 1998, December 31,
1997, and December 31, 1996, and the related statements of operations,
stockholders equity, and cash flows for the period January 1, 1998, to
October 1, 1998, and the two years ended December 31, 1997, and December
31, 1996, and to the reference to my firm in the Form 10-SB of bib.net
Corporation.
/S/ BARRY L. FRIEDMAN
Barry L. Friedman, CPA
EXHIBIT 12.1(B)
CONSENT OF HUGHES FINANCIAL GROUP, L.L.C.,
CERTIFIED PUBLIC ACCOUNTANT
<PAGE>
CONSENT AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
bib.net Corporation
Atlanta, Georgia
We hereby consent to the use of the unaudited financial statements
consisting of a balance sheet of bib.net Corporation (a development stage
company) dated June 30, 1999, and the related statements of income and cash
flows for the six month period ending June 30, 1999, and to the reference
to our firm in the Form 10-SB of bib.net Corporation.
THE HUGHES FINANCIAL GROUP, LLC
Atlanta, Georgia By: /S/ M.W. HUGHES
July 30, 1999
