UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
AMENDMENT NO. 2
GENERAL FORM FOR REGISTRATION OF SEURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12 (b)
or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
INTERNET CULINARY CORPORATION
FKA CAPITOL SILVER MINES, INC
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 82-0277068
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
410 BROADWAY, 2ND FLOOR; LAGUNA BEACH, CA 92651
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(949) 376-8575 (949) 376-8389 FAX
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(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12 (b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
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(TITLE OF CLASS)
<PAGE>
FORWARD LOOKING STATEMENTS
Internet Culinary Corporation, a developmental stage company
("Internet Culinary Corporation," or the "Company") cautions
readers that certain important factors may affect the
Company's actual results and could cause such results to
differ materially from any forward-looking statements that may
be deemed to have been made in this Form 10-SB or that are
otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-SB that are
not statements of historical fact may be deemed to be forward-
looking statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plans," or
"continue" or the negative or other variations thereof or
comparable terminology are intended to identify forward-
looking statements. Factors that may affect the Company's
results include, but are not limited to, the Company's limited
operating history, its ability to produce additional products
and services, its dependence on a limited number of customers
and key personnel, its possible need for additional financing,
its dependence on certain industries, and competition from its
competitors. With respect to any forward-looking statements
contained herein, the Company believes that it is subject to a
number of risk factors, including: the Company's ability to
implement its product strategies to develop its business in
emerging markets; competitive actions; and, general economic
and business conditions. Any forward-looking statements in
this report should be evaluated in light of these important
risk factors. The Company is also subject to other risks
detailed herein or set forth from time to time in the
Company's filings with the Securities and Exchange Commission.
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Part I 4
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 6
Item 3. Description of Property 14
Item 4. Security Ownership of Management and
Others and Certain Security Holders 14
Item 5. Directors, Executives, Officers and
Significant Employees 15
Item 6. Remuneration of Directors and
Executive Officers 16
Item 7. Interest of Management and Others in
Certain Transactions 16
Item 8. Legal Proceedings 17
Part II 17
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 17
Item 2. Recent Sales of Unregistered Securities 17
Item 3. Description of Securities 18
Item 4. Indemnification of Directors and Officers 18
Part F/S 19
Item 1. Financial Statements 19
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 19
Part III 20
Item 1. Index to Exhibits 20
Item 2. Description of Exhibits 20
Signatures 19
<PAGE>
Part I
Item 1. Description of Business
Internet Culinary Corporation, a developmental stage
company (hereinafter referred to as "the Company"), is filing
this Form 10-SB on a voluntary basis in order to make Internet
Culinary Corporation's financial information equally available
to any interested parties or investors. The Company was
organized under the laws of the State of Idaho, May 16, 1967,
as Capitol Silver Mines, Inc.
In September 1999 the Company changed its name to Internet
Culinary Corporation and changed corporate situs from Idaho to
Nevada. A copy of the Company's Articles of Incorporation is
attached hereto and is incorporated herein by reference. See
Part III, Item 1. On September 9, 1999, the Company acquired
the assets of Amazin Raisins through its purchase of Pacific
Standard Financials' assets.
The Company has been formed to manufacture and market a wide
variety of food products, the most prominent of which are
nutritional, naturally flavored raisin snack food products
produced utilizing a patented process. The Company
manufactures flavored raisins through an internationally
patented intrusive flavoring technology that flavors the fruit
from the inside-out. There are no other companies
manufacturing these products at this time.
Sun Maid, a California-based grower and marketer of raisins,
presently produces several varieties of flavored dried prunes
(under the brand "Sun Sweet") which involve placing a coating
of flavor on the fruit. The management of the Company believes
such processes to be inferior to that of it's product, as the
flavor coating cannot completely mask the flavor of the
original fruit. The Company's patented process of raisin
flavoring involves the use of citric acid to remove the raisin
flavoring and inserting the substitute flavoring inside the
raisin through the tiny holes in the skin of the raisin
created by the citric acid process.
The developer of this process, Mr. Jack Mazin, is the founder
of Amazin Raisins, and has been signed to a long term
employment and management contract, wherein, Mr. Mazin will
run the day to day operations of the Canadian manufacturing
facility where the "Amazin Raisins" brand of products are
manufactured.
Mr. Mazin's process substantially removes the raisin flavor
from raisins and substitutes the natural flavor of fruits.
This flavoring can be of one fruit, or a combination of fruits
in each raisin.
Although other firms are trying to develop processes to
produce flavored raisins, Internet Culinary Corporation is the
<PAGE>
only firm that has succeeded in removing the raisin flavor,
and replacing it using all natural ingredients. The demand for
flavored raisins will be extraordinary, and the management of
Internet Culinary Corporation plans to exploit the rights
gained from its patented process to develop a large portion of
the worldwide fruit-flavored and chocolate-covered fruit-
flavored raisin market though an aggressive plan of promotion,
advertisement, expansion, and international licensing
agreements. Internet Culinary Corporation is poised to become
a major player in the food products industry into the next
millennium.
The founder of process through which the raisins (and any
dried fruits) are flavored, Jack Mazin, developed an affinity
for dried fruit products over a decade ago. Of particular
interest to the founder were the prospects of producing dried
cherries -a generally unavailable commodity due to the high
costs of removing the pits. However, Mr. Mazin's search did
prove successful when he located a food processing company
that produced dried cherries. The product was exceptional, but
the costs associated with producing large runs of dried
cherries were prohibitive. The founder then began deliberating
the production of flavored raisins.
Mr. Mazin hired a food science research team to develop a
process to produce flavored raisins. Soon, samples were
submitted that had all the promising characteristics (texture,
moisture, sweetness) for consumer consumption. However, a
large-scale production process had to be developed - such a
facility had never been developed before with the express
purpose of turning out large quantities of flavored raisins.
Through trial and error, efforts were made to optimize soaking
and absorption times. Other problems included feeding raisins
into small pouches, weight variances, and the stickiness of
the product. After time, these production variables were
isolated and solved by working with several different contract
manufacturers.
The company has successfully developed a method to produce in
volume, fruit flavored raisins from which the raisin taste has
been substantially extracted and replaced with another flavor.
The company is presently capable of producing raisins with the
following flavors: lemon. orange, pineapple, strawberry,
banana, peach, raspberry, and cherry. Other firms have
attempted to produce flavored raisins, but Internet Culinary
Corporation is the only firm that has been truly successful.
While, Sun Maid, a California-based grower and marketer of
raisins, presently produces several varieties of flavored
dried prunes (under the brand "Sun Sweet") which involve
placing a coating of flavor on the fruit. The management of
Internet Culinary Corporation believes such processes to be
inferior to that of the company, as the flavor coating cannot
completely mask the flavor of the original fruit. The
company's patented process of raisin flavoring involves the
use of citric acid to remove the raisin flavoring and
inserting the substitute flavoring inside the raisin through <
<PAGE>
the tiny holes in the skin of the raisin created by the citric
acid process.
The Company employs 25 full time employees, with no seasonal
impact. The Company expects to employ 200 employees by
December 31, 2001.
The Company's products fall under the auspices of the Food and
Drug Administration of Canada and the United States.
The Company does not believe there are any risk factors
specific to the snack food industry.
The Company is finalizing negotiations with the Province of
New Brunswick wherein the Province will finance $500,000 CND
(Canadian Dollars) to the Company and secure the loan with
certain machinery and equipment owned by the Company. The
Company is also finalizing negotiations with the Province of
New Brunswick wherein the Province will fund a $2,500,000 CND
(Canadian Dollars) revolving line of credit to finance the
growth of the Amazin Raisins line of products. The Company
must sign the Agreement with the Province and guarantee the
loans.
The company has acquired the assets of Amazin Raisins from
Pacific Standard Financial Group, and must fund a $350,000
installment payment upon receipt of the above referenced
financing package to fulfill an installment payment provision
in its acquisition of the Amazin Raisins and Pacific Standard
Financial Group assets.
The Company is also negotiating with the Province of Quebec
for a similar financing package as that referenced with the
Province of New Brunswick and would similarly.
Item 2. Management's Discussion and Analysis
or Plan of Operation
An in-depth production process has been developed to
facilitate the manufacture of flavored raisins, enabling an
end product that is both appealing to consumers and
sufficiently durable for widespread distribution. The diagram
below briefly illustrates the production process.
Sun-dried raisins are bought from outside channels and enter
into the production process. The raisins are then moved into
the Citric Acid Process, which treats the raisins in a special
manner to substantially remove the raisin flavoring from the
raisins. In addition, this process creates small holes in the
skin of the raisins. The materials are then moved into the
next phase: the Flavoring Process. The raisins are then coated
by all natural fruit flavoring. This flavoring coats the
raisins, but unlike other competing processes, it also enters
the inside of the raisins through the small holes created by
the Citric Acid Process. Once the raisins art flavored, they
<PAGE>
are moved to the packaging phase, and then distributed to the
various channels cited later in this plan.
The basic raw materials needed to complete the finished boxes
of Internet Food Corporation are:
Seedless Sun-Dried Raisins
Citric Acid
All Natural Flavors
Webbing (Packets) for Individual packets
Cylindrical and ziplock-type containers for Family Packs
Cardboard Grocery Boxes / Display Boxes
Corrugate Cases
Glue Stretch Wrap
Packaging Tape
In order to facilitate the construction of this unique process
of production, Internet Food Corporation upgraded its facility
in many ways. The following is a summary of these upgrades:
Flavoring Lab
Plant Heating
Water Heating
Propane System
Electrical Modifications to Entrance and Electrical Room
Mechanical Shop Modifications
Air Compressor Room Modifications
Packaging Room Modifications
Various Tools Purchased to Build Custom Machines
Computer System
Quality Assurance Lab to Ensure Safety and Consistency in
Every Shipment
A computer drafting technician was hired in April of 1996 to
aid Mr. Mazin in designing the semi-automatic custom
production line. This led to a new computer system being
purchased to facilitate the Computer Aided Design software and
algorithms.
Office management created specialized operating forms that are
used by operators on the line to ensure that all production is
being performed under the required standards. All levels and
stages of production are scrutinized at all times and testing
occurs at set intervals to greatly facilitate the production
of defect-free products. Quality control occurs on both an
internal and external basis: the process of production is
constantly being examined to further reinforce the production
of a quality product, while frequent testing allows for
minimal returns of bad products and points the way towards
possible inadequacies in the production process- Production
variables are collected and stored in a database to aid in the
research and development of future products and processes.
The current facility has two manufacturing lines and one
packaging machine to service the product demand. For the
purpose of capacity, the following relationship is standard
<PAGE>
towards utilizing the equipment on a one-shift basis (or eight
hour day):
[8 hour periods -2 lines] =25,400 packets per hour
[25,400 packets per hour] x 8 hours = 203,200 packets per day
[203,200 packets per day] x 22 days = 4470,400 packets per
month
[4,470,400 packets per month] x 12 months =53,644,800 packets
per year
For each additional two lines established, the capacity
increases upon the basis of the relationship mentioned above
for the purposes of these projections, it is assumed that the
capacity of the plant will increase in relation to the
machinery and equipment purchases illustrated in the above
diagram.
Current and Pending Customers
Grocery and Convenience Stores: Seven-Eleven, Ralphs, Lucky,
Vons, Krogers, Safeway, et al.
Family Packs: Costco, Sam's Club, Wall-Mart, Kellogg's, Post,
Sarah Lee, Entanmen's, et al.
Ralph's: has provided a Letter of Intent illustrating its
commitment to purchase 5.4 million packets over the next year
Airlines: there is currently a pending order by United
Airlines for 36 million packets for sample testing over the
next six months.
Benefiting from its patented process for adding fruit
flavoring to raisins, the company has an opportunity to
develop into a $356 million (CDN) company within three years.
The potential revenue from licensing and royalties is already
in evidence due to interest from Mexico and Germany (EEC).
Management believes that there are additional potential
licensing opportunities in Japan, Hong Kong, China, Taiwan,
Central and South America, and other non EEC countries.
To support the management staff and to facilitate interaction
between management and front line operations, a number of
office employees will be hired to enhance the efficiency of
Internet Culinary Corporation operational structure. The
following is a list of the required positions and the times at
which they will enter:
Year l
Two Clerical Employees in Week 1
Repairs and Maintenance Department Manager in Week 9
Two Clerical Employees in Week 10
Two Repairs and Maintenance Workers in Week 23
Two Clerical Employees in Month 7
Year 2
Two Clerical Employees in Month 1
<PAGE>
Year 3
Two Clerical Employees in Month 1
Internet Culinary Corporation will face considerable demand
for its products, and the proper scaling-in of direct labor
employees and supervisors is crucial to the growth of the
company. For each shift on a pair of Production Lines, there
is a need for ten employees and two supervisors. Each pair of
Production Lines are purchased three months in advance of
implementation. One week in advance of production, the
required employees are brought in for training. Two shifts
will be implemented before the purchase of additional
Production lines. For every $302,768 in weekly Original sales,
ten employees and two supervisors are required per shift. For
every $355,600 in weekly Chocolate sales, an additional ten
employees and two supervisors are also required per shift.
Monthly figures are $1,332,179 and $1,564,640, respectively.
Year 1
Week 1 - Five Line Employees and One Supervisor
Week 2- Five Line Employees and One Supervisor
Week 14- Ten Line Employees and Two Supervisors
Week 22- Ten Line Employees and Two Supervisors
Week 23 - Ten Line Employees and Two Supervisors
Month7- Ten Line Employees and Two Supervisors
Month 8 - Ten Line Employees and Two Supervisors
Month 9 - Ten Line Employees and Two Supervisors
Month 11 - Twenty Line Employees and Four Supervisors
Year 2
Month 2- Ten Line Employees and Two Supervisors
Month 4- Ten Line Employees and Two Supervisors
Month 6- Ten Line Employees and Two Supervisors
Month 8- Twenty Line Employees and Four Supervisors
Month 10- Ten Line Employees and Two Supervisors
Month 11 - Ten Line Employees and Two Supervisors
Month 12- Ten Line Employees and Two Supervisors
Year 3
Month 2- Ten Line Employees and Two Supervisors
Month 3 - Ten Line Employees and Two Supervisors
Month 5 - Twenty Line Employees and Four Supervisors
Month 7 - Ten Line Employees and Two Supervisors
Month 8 - Ten Line Employees and Two Supervisors
Month 9 - Ten Line Employees and Two Supervisors
Month 11 - Twenty Line Employees and Four Supervisors
The management of Internet Culinary Corporation plans to
employ a labor force from the local area, Athoville and its
surrounding communities, to fill the necessary positions.
<PAGE>
Additionally in the upper management and production sectors in
the company, the management will actively recruit individuals
that will further the management's already considerable
knowledge and experience base in the food products industry.
As the plant evolves its production schedule, additional
employees will be needed to facilitate the marketing,
manufacturing, shipping, and management of the operations.
Market Information
The market for flavored raisins is estimated to be
substantial. Essentially, Internet Food Corporation is
creating its own industry. Management believes that there is
an extensive market for the products in North America. The
following is a list of the potential outlets for Internet Food
Corporation' products:
Grocery stores - fruit snack category and Family Packs
Convenience stores - single unit packages and Family Packs
Vending machines - single unit packages
Institutional use - schools, universities, government
facilities, etc.
Airlines - single unit packages
Industrial - seasoning and flavoring processes
Management believes that the products have the maximum
potential in the snack food category, providing a sugar-free,
healthy alternative to candies and sugar-added snacks.
Possible competing products could be fruit roll-ups, fruit-
flavored snacks, raisins, and other fruit products.
Suppliers
California produces between 500,000 and 600,000 tons of
raisins per year. Australia and Chile each produce
approximately 400,000 tons of raisins annually. The Mid-
Eastern nations, particularly Turkey, are responsible for the
production of 200,OOO tons of raisins per year. A majority of
the raisins purchased by Internet Food Corporation will
originate from Australia and Chile. Due to the large number of
raisin producers, and the relative lack of consolidation
within the raisin industry, Internet Food Corporation will be
able to obtain the raw materials necessary to facilitate the
fulfillment of the company's mission.
Customers
Internet Food Corporation patented process produces a product
of superlative quality. The segment that will be initially
targeted is the Snack Food market. The next target will be
Family Pack sales to large-scale distribution channels, such
as grocery stores, retailers, and convenience stores. These
raisins will be marketed as a healthy alternative to sweets,
and will be extremely popular. Currently, United Airlines is
in the process of organizing the order of 36 million one-ounce
<PAGE>
packets, for use in a six month trial period. This is an
indicator of die widespread demand for flavored raisins.
Internet Food Corporation is very favorably positioned in this
industry due to the fact that it essentially the only
supplier. In addition, another market for flavored raisins
that will be vigorously approached is the cereal and baked
goods producers. These companies can greatly diversify their
product lines with flavored raisins with minimal modifications
to their current production processes.
Competition
Although other firms have tried to flavor raisins, none have
been able to produce the results that Internet Food
Corporation has accomplished via its patented process. Due to
Internet Food Corporation patents, and the effectiveness of
its process (currently the only method which removes the
raisin flavor and replaces it with fruit flavoring), the firm
does not have competitors that can produce a product that
matches the quality and flavor of Internet Food Corporation.
External Variables
Governmental
Internet Food Corporation' products fall under the auspices of
the Food and Drug Administration of Canada and the United
States.
Legislative
An external benefit is the North American Free Trade
Agreement, which will facilitate materials procurement and
product distribution by the reduction of tariff and other
trade protocols that interfere with intercontinental trade
practices.
Economic
Raisins are a commodity and are a by-product of grapes. Grapes
are utilized first as wines, second as table grapes, and third
to produce raisins. At the completion of year three, an
estimated cumulative total of 43,000 tons of raisins will have
been consumed for production purposes, with an average of
2,294 tons per month during year three alone- Based on these
significant demands, multinational purchasing agreements are a
necessity.
Conclusion
Internet Food Corporation's unique and patented process has
<PAGE>
facilitated the creation of a new industry. Flavored Raisins
will be in demand in large amounts, and the duration of the
patents gives Internet Food Corporation a key advantage in
this arena An aggressive program of sales, promotion, and
licensing will profoundly reinforce Internet Food Corporation'
position at the forefront of this dynamic new industry.
Strategy
When Jack Mazin first began the development of the product as
it exists today, he recognized the multi-dimensional marketing
potential that this product line is capable of. The
manufacturing process entails a high degree of custom-made
machinery, thereby enhancing the flavoring of the product. The
company envisions worldwide market penetration through its own
marketing efforts in conjunction with its licensing arid
royalties efforts.
Marketing Strategy
It is the company's intent to market its products in North
America within the following distribution channels:
Individual Flavored Raisin Packets - a packet consists of one
ounce of flavored raisins. These packets will be distributed
via the following channels:
Airlines
Airline Terminals
Convenience Stores
Grocery Stores
Theme Parks
These packets will be distributed in packs of ~ twelve, or
twenty-four.
Family Packs - these Family Packs hold 1/2, 1, or 2 pound
bundles of raisins.
Raisins will be packaged in cylindrical containers and
ziplock-type bags.
Distribution will be among the following channels:
Grocery Stores - Ralphs, Krogers, Vons, et al
Retailers - Sam's Club, Price/Costco, Wal-Mart
Convenience Stores - Seven Eleven, AM/PM, Pink Dot
Ancillary Markets - flavored raisins distributed in mass
quantities to the following channels:
Cereal Producers (i.e. Kellogg's, Post, and Generic Brands)
Baked Goods Producers (i.e. Sarah Lee, Entanmen's, Duncan
Hines)
Institutional Markets
<PAGE>
Schools
Universities
Government Facilities
Advertisement
Effective the first quarter of operations, development of a
comprehensive strategy of consumer advertisements will
commence to enhance the name brand recognition of Internet
Food Corporation.
Joint Ventures
Because of constraints in issues of capacity, the possibility
exists that a Joint Venture licensing agreement with a cereal
manufacturer (i.e. Kellogg's) will be necessary to meet
production demands.
Licensing Agreements
Because Internet Food Corporation has a patented process with
patent applications for Europe and the Pacific Rim, this
source of revenue on both an initial fee and a continued
royalty basis will substantively add to Internet Food
Corporation bottom line. Management has already contacted
sources from Germany and Mexico, and discussions are currently
underway concerning the initial granting of licenses.
Three Year Plan
The current and projected capacity for the first three years
will incorporate capital expenditures for machinery and
equipment of approximately $7.65 million (CDN). At the
completion of the second year, a determination will be made
where to build a supplemental facility; the leading choices
are Canada or the central United States, Sales volume and
location of major customers will be among several determining
factors.
Future Products
Research and Development will begin within the first six
months of operations, and will incorporate a number of
findings from the studies garnered from the production
process. With the additional flavors that are under
development and variations upon the patented process an even
flintier diversified product base will be established. One of
the many avenues that Research and Development will target is
a yogurt flavoring for the raisins. Yogurt products will
provide a product with a higher moisture content and high
relative durability. Since Internet Food Corporation current
position is based upon technological innovations, the company
will continue to support an aggressive Research and
Development program to remain ahead of the competition and in-
step with consumer demands.
<PAGE>
Conclusion
Internet Food Corporation has made the commitment to
excellence in the food products industry by utilizing a number
of distinct advantages. Their patented process is currently
the only effective means of producing fruit flavored raisins,
and the duration of the patent positions the company at the
forefront of this dynamic new industry. Anticipated widespread
demand of fruit flavored raisins is already in evidence, due
to the pending orders from United Airlines of 36 million
packets over a six month trial period and Ralph's Letter of
Intent for 5.4 million packets over a twelve month period. The
ability to increase capacity to meet demand is enhanced by
worldwide licensing and royalty agreements that will
positively impact the firm's profit structure, and contribute
to the establishment of Internet Food Corporation as a brand
name in the food products industry on a global scale into the
next millennium.
The Company is paying for a $2,000,000 key man insurance
policy for Jack Mazin, the beneficiaries of which are
$1,000,000 for Mr. Mazin=s wife and $1,000,000 for the Company.
Item 3. Description of Property
The Company leases a 32,000 square foot raisin manufacturing
facility located in New Brunswick, Canada for $4,125 CND
(Canadian Dollars). The lease is a "gross" lease with no rent
increases. (A gross lease means the landlord pays the taxes,
maintenance and insurance.) The lease term is for five years
beginning October 30, 1999 and expires October 29, 2004 plus a
five year option to extend.
The Company also holds a lease, occupying 2,000 square feet of
a 5,800 square foot office building in Laguna Beach,
California. The lease term is 3 years beginning September 1,
1999 and expires August 31, 2002. The rent is $1.85 NNN, with
a yearly increase of 4%. (NNN means the tenant pays taxes,
maintenance and insurance.)
Item 4. Security Ownership of Management and Others and
Certain Security Holders
The following table sets forth information, to the best
knowledge of the Company as of April 30, 1999, with respect to
each person known by the Company to own beneficially more than
5% of the Company's outstanding common stock, and the officers
and directors of the Company.
Name and Address of Amount of
Beneficial Owner Ownership
Jack Mazin 2,451,900
Pacific Standard
Financial Group, Inc. 2,501,800
Brett Salter 5,000,000
<PAGE>
Item 5. Directors, Executives, Officers and Significant
Employees
<TABLE>
POSITIONS HELD
NAME WITH THE CORPORATION
- -------------------- ----------------------
<S> <C>
Tom Reichman President
Stephen Reeder Vice President,
Secretary & Director
Bob Coberly Treasurer & Director
Scott Brake Assistant Vice
President & Director
Kevin Grace Director
Stacy Freidman Director
</TABLE>
Further, Internet Culinary Corporation's management team will
be made up of top-flight professionals in their respective job
classifications. This competent group will be responsible for
the operations of Internet Culinary Corporation facilities
and work toward furthering the mission of the company.
Jack Mazin
Jack Mazin is the founder of Amazin Raisins whose assets the
Company acquired and with whom, the Company is manufacturing
the Amazin Raisins line of products through its leased
manufacturing plant in New Brunswick, Canada. The Company
signed Jack Mazin, the founder of Amazin Raisins to a long
term employment and management contract wherein Mr. Mazin will
run the day to day operations of the Canadian manufacturing fa
cility where the "Amazin Raisins" brand of products are
manufactured. Mr. Mazin's management experience began in 1978
when he was employed at Goldcrest Furniture. Mr. Mazin,
following an aggressive plan of sales expansion grew
Goldcrest from a $9 million (CDN) firm to a $30 million (CDN)
company in less than ten years. Mr. Mazin's offshore buying
program in the far east solidified Goldcrest's position as the
first Canadian manufacturer to successfully bind melamine to
particle board for casegood production.
In 1988, Mr. Mazin left Goldcrest to establish the Canadian-
Moroccan Chamber of Commerce and facilitated a number of trade
deals between the two countries over the course of his
employment at this location,
Also in 1988, Mr. Mazin formed RDI (Royal Domain Incorporated)
and pioneered the Internet Culinary Corporation Concept. Mr.
Mazin's experience in the manufacturing industry as well as
his background in international trade will greatly benefit the
company and its future endeavors.
<PAGE>
It has been determined from the trial production runs of
Internet Culinary Corporation, that a certain number of
people are required to perform the required management duties
of this operation. The following is a list of the required
personnel, and the times at which they will enter:
Year 1
President and Vice President of Sales in Week 1
Human Resources Director in Week 12
Lab Technician in Week 13
Advertising Manager in Week 23
Sales Manager, Comptroller, and Purchasing Manager in Month 7
Production Manager in Month 9
Vice President of Manufacturing in Month 10
Year 2
Senior Chemist in Month 3
Chief Operating Officer in Month 6
Chief Financial Officer in Month 6
To support the management staff and to facilitate interaction
between management and front line operations, a number of
office employees will be hired to enhance the efficiency of
Internet Culinary Corporation operational structure. The
following is a list of the required positions and the times at
which they will enter:
Year l
Two Clerical Employees in Week 1
Repairs and Maintenance Department Manager in Week 9
Two Clerical Employees in Week 10
Two Repairs and Maintenance Workers in Week 23
Two Clerical Employees in Month 7
Year 2
Two Clerical Employees in Month 1
Year 3
Two Clerical Employees in Month 1
Item 6. Remuneration of Directors and
Executive Officers
Jack Mazin has signed an Employment Agreement. His salary is
$8,000.00 per month plus a $500.00 per month auto allowance.
Item 7. Interest of Management and Others in
Certain Transactions
The company expects to sign a contract with Ralphs and Costco
for the manufacturing and delivery of 5,000,000 packets of
raisins each, on a yearly basis.
<PAGE>
The company expects to sign an Agreement with the Province of
New Brunswick for a 500,000 loan and a $2,500,000 credit line
to allow for expansion of the Amazin Raisins facilities in New
Brunswick, Canada.
There are no conflicts of interest, self dealing, or contracts
(other than employment contracts) signed between the company
and principals of the company, and there are no loans made by
the company to any officers or directors.
Item 8. Legal Proceedings
The company entered into a stipulation to dismiss claims
against the defendants in the Capitol Silver Mines, Inc., et
ano. v. Mervyn Phelan, et al, USD Case No SACV 99-912 AHS
(EEx)
The above referenced litigation was brought by the former
board of directors. It was subsequently determined by the
current board of directors to be a false claim. The lawsuit
claimed that the stock issued under rule 504 was not duly
authorized and paid for. The company determined that the
stock issued under rule 504 was indeed duly authorized and
paid for and the stipulation to dismiss the lawsuit has been
signed by the company and the defendants and filed with the
court for processing.
Part II
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters
Jack Mazin has negotiated a stock bonus plan paying him yearly
bonuses in rule144 stock equal to 1.4 times Amazin Raisins
Profits.
Mr. Mazin=s has not signed a stock bonus plan but will shortly
sign an agreement that incorporates the above referenced stock
incentive package. Mr. Reichman, the president of the Company
will also be signing a stock bonus plan similar to Mr. Mazin=s
stock bonus plan.
The other officers and Directors are either not compensated
with stock or are negotiating contracts.
Item 2. Recent Sales of Unregistered Securities
None
<PAGE>
Item 3. Description of Securities
There are 13,173,843 shares of common stock are issued
and outstanding.
The company is authorized to issue 20,000,000 shares of
common stock. No preferred shares are authorized or
issued.
Stock was issued as follows:
(i) There were 18,942,150 shares of common stock issued and
outstanding as of March 11, 1999, all of which was originally
issued under rule 144 and all of which subsequently had its
restrictive legend removed. On March 12, 1999, a 50-to-1
reverse split was completed resulting in the total number of
issued and outstanding shares of common stock equaling 378,843
shares.
(ii) 2,795,000 shares of stock were issued under rule 504 in
April 1999. (On April 5, 1999, 5,000,000 shares of common
stock were authorized for issuance under rule 504, of which
2,795,000 have been paid for and issued, with the balance paid
for, authorized and not issued. The company expects to issue
the balance of the 504 shares by October 31, 1999)
(iii) On or about June 9, 1999, 5,000,000 shares of common
stock restricted under rule 144 were issued to Bret Salter.
(iv) On September 21, 1999, 2,451,900 shares of common stock
restricted under rule 144 were issued to Jack Mazin.
(v) On September 22, 1999, 2,501,800 shares of common stock
restricted under rule 144 were issued to Pacific Standard
Financial Group Inc.
Mr. Jack Mazin owns 2,451,900 shares of rule 144 stock for
which he sold his share of Amazin Raisins to the Company.
Pacific Standard Financial Group, Inc., owns 2,501,800 shares
of rule 144 stock resultant from the sale of its assets to the
Company. This is more than 5% Ownership of Stock.
Mr. Brett Salter owns 5,000,000 shares of rule 144 stock for
which he paid $4,166.00 which is more than 5% of Ownership of
the Company.
Item 4. Indemnification of Directors and Officers
The Nevada Revised Statutes and the Company's Articles of
Incorporation and Bylaws authorize indemnification of a
director, officer, employee or agent of the Company against
expenses incurred by him or her in connection with any
<PAGE>
action, suit, or proceeding to which such person is named a
party by reason of having acted or served in such capacity,
except for liabilities arising from such person's own
misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who
was found liable for misconduct or negligence in the
performance of duty may obtain such indemnification if, in
view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and
reasonably entitled to indemnification. Insofar as
indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the
Commission, such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
Part F/S
Item 1. Financial Statements
The audited financial statements of the Company and related
notes which are included in this offering have been examined
by James E Slayton, CPA, and have been so included
in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
The following documents are filed as part of this report:
a) Internet Culinary, Corporation
<PAGE>
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
as at
September 15, 1999
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET F-2-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors September 27, 1999
Internet Culinary Corporation (The Company)
I have audited the Balance Sheet of Internet Culinary
Corporation (A Development Stage Company), fka Capitol
Silver Mines, Inc., as of September 15,
1999, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the period January 1, 1999 to
September 15, 1999. These financial statements are the
responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based
on my audit. The financial statements of Internet Culinary
Corporation as of December 31, 1998, were audited by other
auditors whose report dated April 21, 1999, expressed an
unqualified opinion on those statements.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis evidence supporting
the amounts and disclosures in the financial statement
presentation. 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 Internet Culinary Corporation, ( A Development
Stage Company), at September 15, 1999, and the results of its
operations and cash flows for the period January 1, 1999 to
September 15, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note 3 to the financial statements, The Company
has had limited operations and has not established a long term
source of revenue. This raises substantial doubt about its
ability to continue as a going concern. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty. Management's plan in
regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
BALANCE SHEET
AS AT
September 15, 1999
<TABLE>
<CAPTION>
(Unaudited)
September 15 December 31 December 31
1999 1998 1997
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash 100.00 23.00 178.00
Prepaid Expenses 0.00 0.00
------------- ------------ ----------
Total Current Assets 100.00 23.00 178.00
PROPERTY AND EQUIPMENT
Property and Equipment
(net of depreciation) 2,500,000.00 0.00 0.00
------------- -------------- ----------
Total Property and Equipment 2,500,000.00 0.00 0.00
OTHER ASSETS
Mining property (Note 1) 454,529.00 454,529.00 454,529.00
Less allowance for
unpatented claims (454,529.00) (454,529.00) (454,529.00)
Deferred tax benefits 503,109.00
------------- -------------- ----------
Total Other Assets 503,109.00 0.00 0.00
------------- -------------- ----------
TOTAL ASSETS $3,003,209.00 $23.00 $178.00
------------- -------------- ----------
------------- -------------- ----------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
BALANCE SHEET
AS AT
September 15, 1999
<TABLE>
<CAPTION>
(Unaudited)
September 15 December 31 December 31
1999 1998 1997
<S> <C> <C> <C>
LIABILITIES & EQUITY
CURRENT LIABILITES
Accounts Payable 35,762.00 35,762.00 10,750.00
Demand Notes 230,444.00 0.00 0.00
------------- ------------ ----------
Total Current Libilities 266,206.00 35,762.00 10,750.00
OTHER LIABILITES
Due to Shareholder 0.00 0.00
------------- --------------
Total Other Liabilities 0.00 0.00
------------- ------------ ----------
Total Liabilities 266,206.00 35,762.00 10,750.00
EQUITY
Common Stock, $0.001 par value,
authorized 20,000,000 shares; 1,465,180.00 1,444,218.00 1,444,218.00
issued and outstanding at
September 15, 1999,
13,173,844 common shares 0.00 0.00
Additional Paid in Capital 2,417,100.00 0.00
Donated Capital
Retained Earnings (Deficit
accumulated during
development stage) (1,145,277.00) (1,479,957.00) (1,454,790.00)
------------- -------------- ----------
Total Stockholders' Equity 2,737,003.00 (35,739.00) (10,572.00)
TOTAL LIABILITIES
& OWNER'S EQUITY $3,003,209.00 $23.00 $178.00
------------- -------------- ----------
------------- -------------- ----------
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR PERIOD
May 16, 1967 (Date of Inception) to September 15, 1999
<TABLE>
<CAPTION>
(Date of
Inception)
to September 15 September 15
1999 1999
<S> <C> <C>
REVENUE
Services 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 1,082,907.00 117,926.00
Office Services 60,440.00 0.00
Officer and Director's Compensation 50,500.00 50,500.00
Write down in mining claims to
net realizable value 454,529.00
------------- -------------
Total Costs and Expenses 1,648,376.00 168,429.00
------------- -------------
Net Ordinary Income or (Loss)
before taxes (1,648,376.00) (168,429.00)
------------- --------------
------------- --------------
Provision for Income Tax 10.00 0.00
------------- --------------
Net Ordinary Income or (Loss)
after taxes (1,648,376.00) (168,429.00)
-------------- -------------
-------------- -------------
Weighted average number of common
shares outstanding 3,689,375 3,689,375
Net Loss Per Share ($0.45) ($0.05)
</TABLE>
<TABLE>
<CAPTION>
(Unaudited)
December 31 December 31
1998 1997
<S> <C> <C>
REVENUE
Services 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 10,137.00 13,886.00
Office Services 15,020.00 15,420.00
Officer and Director's Compensation 50,500.00
Write down in mining claims to
net realizable value 454,529.00
------------- -------------
Total Costs and Expenses 25,157.00 483,835.00
------------- -------------
Net Ordinary Income or (Loss)
before taxes (25,157.00) (483,835.00)
------------- --------------
------------- --------------
Provision for Income Tax 10.00 0.00
------------- --------------
Net Ordinary Income or (Loss)
after taxes (25,167.00) (483,835.00)
------------- --------------
------------- --------------
Weighted average number of common
shares outstanding 288,844 288,844
Net Loss Per Share ($0.09) ($1.68)
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
May 16, 1967 (Date of Inception) to September 15, 1999
<TABLE>
Common Stock
Shares Amount
------------- -------------
<S> <C> <C>
Balances as at December 31, 1996 288,844 1,444,218.00
------------- -------------
Net Loss
Year ended December 31, 1997
------------ -------------
Balances as at December 31, 1997 288,844 $1,444,218.00
Net Loss Year ended December 31, 1998
------------- -------------
Balances as at December 31, 1998 288,844 $1,444,218.00
March 1, 1999 Issued for legal services 90,000 9,000.00
April 6, 1999 Issued for cash 2,795,000 2,795.00
May 27, 1999 Issued for cash 5,000,000 4,167.00
September 9, 1999 Issued in asset
purchase agreement-restricted
shares 5,000,000 5,000.00
Net loss January 1, 1999 to
September 15, 1999
Change to retained earnings as
result of recording Net Operating
Loss deferred tax benefits due
to asset purchase agreement
------------ ------------
Balances as at September 15, 1999 13,173,844 $1,465,180.00
------------ ------------
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Deficit
accumulated
Additional during
paid-in development
capital stage
------------- -------------
<S> <C> <C>
Balances as at December 31, 1996 (970,955.00)
------------- -------------
Net Loss
Year ended December 31, 1997 (483,835.00)
------------ -------------
Balances as at December 31, 1997 $0.00 ($1,454,790.00)
Net Loss Year ended December 31, 1998 (25,167.00)
------------- -------------
Balances as at December 31, 1998 $0.00 ($1,479,957.00)
March 1, 1999 Issued for legal services
April 6, 1999 Issued for cash
May 27, 1999 Issued for cash 0
September 9, 1999 Issued in asset
purchase agreement-restricted
shares 2,417,100.00
Net loss January 1, 1999 to
September 15, 1999 (168,429.00)
Change to retained earnings as
result of recording Net Operating
Loss deferred tax benefits due
to asset purchase agreement $503,109.00
------------ ------------
Balances as at September 15, 1999 $2,417,100.00 $1,147,482.00)
------------ ------------
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Total
Stockholder's
Equity
-------------
<S> <C>
Balances as at December 31, 1996 473,263.00
-------------
Net Loss
Year ended December 31, 1997 (483,835.00)
------------
Balances as at December 31, 1997 (10,572.00)
Net Loss Year ended December 31, 1998 (25,167.00)
-------------
Balances as at December 31, 1998 (35,739.00)
March 1, 1999 Issued for legal services 9,000.00
April 6, 1999 Issued for cash 2,795.00
May 27, 1999 Issued for cash 4,167.00
September 9, 1999 Issued in asset
purchase agreement-restricted
shares 2,422,100.00
Net loss January 1, 1999 to
September 15, 1999 (168,429.00)
Change to retained earnings as
result of recording Net Operating
Loss deferred tax benefits due
to asset purchase agreement 503,109.00
------------
Balances as at September 15, 1999 $2,737,003.00
------------
------------
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR PERIOD
May 16, 1967 (Date of Inception) to September 15, 1999
<TABLE>
<CAPTION>
(Date of
Inception)
to September 15 September 15
1999 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00 0.00
Cash paid to suppliers and employees 1,198,857.00 159,429.00
Cash disbursed for Operating
Activities 1,198,857.00 159,429.00
------------- --------------
Net cash flow provided by (1,198,857.00) (159,429.00)
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets 0.00 0.00
------------- --------------
Net cash used by investing activities 0.00 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 1,010,651.00 6,962.00
Advances from shareholders 35,762.00
Demand Note 152,444.00 152,444.00
------------- --------------
Net cash provided by financing 1,198,857.00 159,406.00
activities
Balances as at beginnig of period 0.00 23.00
Net increase (decrease) in cash 0.00 (23.00)
Balances as at end of period 0.00 0.00
</TABLE>
<TABLE>
<CAPTION>
(Unaudited)
December 31 December 31
1998 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00 0.00
Cash paid to suppliers and employees 25,167.00 91,272.00
Cash disbursed for Operating
Activities 25,167.00 91,065.00
------------- --------------
Net cash flow provided by (25,167.00) (91,065.00)
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets 0.00 0.00
------------- --------------
Net cash used by investing activities 0.00 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 0.00 80,700.00
Advances from shareholders 25,012.00 10,750.00
Demand Note 0.00 0.00
------------- --------------
Net cash provided by financing 25,012.00 91,450.00
activities
Balances as at beginnig of period 178.00 207.00
Net increase (decrease) in cash (155.00 385.00)
Balances as at end of period 23.00 (178.00)
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 27, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 16, 1967(Date of Inception)
under the laws of the State of Idaho as Capitol Silver Mines,
Inc. (The Company) and is authorized to issue 20,000,000
shares of $.001 par common stock. The Company changed its
state of incorporation and changed its name to Internet
Culinary Corporation (The Company) in September, 1999.
The Company has had limited operations and in accordance
with SFAS #7, the Company is considered a development
stage company.
The Company had 10 unpatented mining claims recorded at
original par value $.10 per share in the amount of
$454,529.00. These claims were written down to net realizable
value in the year ended December 31, 1997.
The Company had 288,844 shares of its common stock issued and
outstanding on December 31, 1998.
On March 1, 1999, the Company issued 90,000 shares of its
common stock in exchange for legal services.
On April 6, 1999, the Company pursuant to Rule 504 was
authorized to issue 5,000,000 shares of its common stock, of
which 2,795,000 shares have been issued.
On May 27, 1999, the Company received $4,166.50 for 5,000,000
shares of restricted stock.
On September 9, 1999, the Company completed an asset purchase
of the plant and equipment of Pacific Standard Financial Group
for 5,000,000 shares of its $.001 par value common stock and
an agreement that $450,000.00 of new capital be infused into
the Company and an asset based loan in the amount of
$350,000.00 be obtained.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average
number of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
5. The cost of equipment is depreciated over the estimated
useful life of the equipment utilizing the straight line
method of deprecation. No depreciation has been recorded at
this time. The Company will begin recording depreciation when
planned principal operations begin.
F-7
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 27, 1999
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES (continued)
6. The Company will review its need for a provision for
federal income tax after each operating quarter and each
period for which a statement of operations is issued. The
Company's marginal tax rate is 0, and its effective tax rate
is 0.
7. The Company has net operating losses which expire
$970,955.00 in the year 2012
483,835.00 in the year 2013
25,167.00 in the year 2014
The Company believes that this benefits will more than likely
be utilized and therefore recorded the deferred tax benefits
as part of the business combination resulting from the asset
purchase agreement.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a going
concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
The Province of New Brunswick has agreed to provide a
$2,500,000 working capital line of credit to fund the
company's growth.
NOTE 4 - RELATED PARTY TRANSACTION
The officers and directors of the Company are involved in
other business activities and may, in the future, become
involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face
a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy
for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional shares of common stock.
NOTE 6 - DEBT
American Auditors, LLC, has advanced $78,000 to
Pacific Standard for operational expenses. A demand note in
this amount was assumed in the asset purchase agreement. In
addition, American Auditors, LLC, has advanced the Company
$152,444 for operational expenses and the Company has issued a
demand note in this amount at 14% interest payable on or
before January 1, 2000.
F-8
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 27, 1999
NOTE 7 - YEAR 2000 ISSUE
The Year 2000 issue arises because many computerized systems
use two digits rather than four to identify a year. Date-
sensitive systems may recognize the year 2000 as 1900 or some
other date, resulting in errors when information using year
2000 dates is processed. In addition, similar problems may
arise in systems which use certain dates in 1999 to represent
something other than a date. The effects of the Year 2000
issue may be experienced before on, or after January 1, 2000
and if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems
failure which could affect an entity's ability to conduct
normal business operations. It is not possible to be certain
that all aspects of the Year 2000 issue affecting the entity,
including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
To Whom It May Concern: September 27, 1999
The firm of James E. Slayton, Certified Public Accountant
consents to the inclusion of my report of December 31, 1998,
on the Financial Statements of Internet Culinary Corporation
from the inception date of January 11, 1988 through December
31, 1998, in any filings that are necessary now or in the near
future to be filed with the U. S. Securities and Exchange
Commission.
Professionally,
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID # 04-1-15582
<PAGE>
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
None--Not Applicable
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.
Internet Culinary Corporation
(Registrant)
Date: November 3, 1999 BY: /s/ Tom Reichman
--------------------------
Tom Reichman, President
<PAGE>
Part III
Item 1. Index to Exhibits
Article of Incorporation
Bylaws
Merger Agreement on file (to be added)
Item 2. Description of Exhibits
To be added
ARTICLES OF INCORPORTATION
OF
INTERNET CULINARY CORPORATION
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a
corporation under and by virtue of the laws of the State of
Nevada, do hereby adopt the following Articles of
Incorporation.
1. Name of Company:
INTERNET CULINARY CORPORATION
2. Resident Agent:
The Resident Agent of the company is:
Brian Dvorak
500 N. Rainbow Blvd., Suite 300
Las Vegas, NV 89107
3. Board of Directors:
The company shall initially have one (1) director. He
is: David L. Kagel. This individual shall serves as director
until his successor or successors have been elected and
qualified. The number of directors may be increased or
decreased by a duly adopted amendment to the By-Laws of the
Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation
shall have authority to issue shall consist of 20,000,000
shares of Common Stock having a $.01 par value, and 5,000,000
shares of Preferred Stock having a $.01 par value. The Common
Stock and/or Preferred Stock of the Company may be issued from
time to time without prior approval by the stockholders. The
Common Stock and/or Preferred Stock may be issued for such
consideration as may be fixed from time to time by the Board
of Directors. The Board of Directors may issue such shares of
Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or
qualifications, limitations or restrictions thereof as shall
be stated in the resolution of resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
Corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the Corporation
authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or
to be authorized or issued or to be authorized or issued, and
convertible into shares of the Corporation, nor to any right
of subscription thereto, other
<PAGE>
than to the extent, if any, the Board of Directors in its sole
discretion, may determine from time to time.
6. Director's and Officer's Liability:
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of
a director or officer for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of the
law or (ii) the unlawful payment of dividends. Any repeal or
modification of the Article by stockholders of the Corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer
of the Corporation for acts of omissions prior to such repeal
of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she or a
person with whom he or she is a legal representative, is or
was a director of the Corporation, or who is serving at the
request of the Corporation as a director or officer of another
corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees,
judgments, fines, and amounts paid or to be paid in a
settlement) reasonably incurred or suffered by him or her in
connection therewith. Such right of indemnification shall be a
contract right and which may be enforced in any manner desired
by such person. The expenses of officers and directors
incurred in defending a civil suit or proceeding must be paid
by the Corporation as incurred and in advance of the final
disposition of the action, suit, or proceeding, under receipt
of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court
of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation. Such right of indemnification
shall not be exclusive of any other right of such directors,
officers or representatives may have or hereafter acquire, and
without limiting the generality of such statement, they shall
be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of
law, or otherwise, as well as their rights under this article
Without limiting the application of the foregoing, the
Board of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase or maintain
insurance on behalf of any person who is or was a director or
officer.
8. Amendments:
This Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of
Incorporation or its By-Laws, in the manner now or hereafter
prescribed by statute or the Articles of Incorporation or said
By-Laws, and all rights conferred upon shareholders are
granted subject to this reservation.
<PAGE>
9. Power of Directors:
In furtherance, and not in limitation of those powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject to the By-Laws, if any adopted by the
shareholders, to make, alter or repeal the By-Laws of
the corporation;
(b) To authorize and cause to be executed mortgages
and liens, with our without limitations as to the
amount, upon the real and personal property of the
corporation.
(c) To authorize the guaranty by the Corporation of
the securities, evidences of indebtedness and
obligations of other persons, corporations or business
entities;
(d) To set apart out of any funds of the Corporation
available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole
Board, to designate one or more committees to consist of
one or more Directors or the Corporation, which, to the
extent provided on the resolution or in the By-Laws of
the Corporation, shall have and may authorize the seal
of the Corporation to be affixed to all papers which may
require it. such committee or committees shall have name
and names as may be stated in the By-Laws of the
Corporation or as may be determined from time to time by
resolution adopted by the Board of Directors
All the corporate powers of the Corporation shall be
exercised by the Board of Directors except as otherwise herein
or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereby set my hand on this 31 day
of August, 1999, hereby declaring and certifying that the
facts stated hereinabove are true.
Signature of Incorporator:
Name: Brian Dvorak
Address: 500 N. Rainbow, Suite 300
Las Vegas, NV 89107
/s/ Brian Dvorak
- --------------------
State of Nevada )
) SS:
County of Clark )
The foregoing instrument was acknowledged before me this 31
day of August, 1999.
/s/ Tina M McCombs
- ---------------------
Notary Public of
said county and state
<PAGE>
Certificate of Acceptance of Appointment of Resident Agent:
I, Brian Dvorak, hereby accept appointment as Resident
Agent for the above-named corporation.
/s/ Brian Dvorak
- --------------------------
Brian Dvorak
Resident Agent
BYLAWS
OF
INTERNET CULINARY CORPORATION
ARTICLE ONE
OFFICES
The principal office of the Corporation in the State of Nevada
shall be located in Las Vegas, County of Clark. The
Corporation may have such other offices, either within or
without the State of Nevada, as the Board of Directors
may designate or as the business of the Corporation may
require from time to
time.
ARTICLE TWO
SHAREHOLDERS
SECTION 1. Annual Meeting The annual meeting of the
shareholders shall be held on the first day in the month of
November in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction or such other business as
may come before the meeting. If the day fixed for the annual
meeting shall be a legal holiday, such meeting shall be held
on the next business day. If the election of Directors shall
not be held on the day designated herein for any 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 soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the
President at file request of the holders of not less than
fifty percent (50%) of all the outstanding shares of the
Corporation entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Nevada, unless otherwise prescribed by statute, as the place
of meeting for any annual meeting or for any special meeting.
A waiver of notice signed by all shareholders entitled to vote
at a meeting may designate any place, either within or without
the State of Nevada, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no
designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting, Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) days nor more than sixty (60)
days before the date of the meeting, to each shareholder of
record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his/her
address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record. 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 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 stock transfer books shall be
closed for a stated period, but not to exceed in any case
fifty (50) days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books
shall be closed for at least ten (10) days immediately
preceding such meeting. in lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such
date in any case to be not more than fifty (50) days 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 stock
transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the
Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination
of 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.
SECTION 6. Voting Lists. The officer or agent having charge
of the stock transfer books for shares of the Corporation
shall make a complete list of the shareholders entitled to
vote at each meeting of shareholders or at any adjournment
thereof, arranged in alphabetical order, with the address of
and the number of shares held by each. Such list shall be
produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At 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. The shareholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder by his/her duly authorized attorney-in-
fact. Such proxy shall be filed with the secretary of
the Corporation before or at the time of the meeting.
SECTION 9. Voting of Shares. Each outstanding share entitled
to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by
such officer's 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 held by an administrator, executor, guardian
or conservator may be voted by him, either in person or by
proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either
in person or by proxy, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into
his name. Shares standing in the name of a receiver may be
voted by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into
the name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not
be voted, directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding
shares at any given time.
SECTION 11. Informal Action By Shareholders. Unless otherwise
provided by law, 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.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be
responsible for the control and management of the affairs,
property and interests of the Corporation and may exercise all
powers of the Corporation, except as are in the Articles of
Incorporation or by statute expressly conferred upon or
reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The number of
directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one (1). Each
director shall hold office until the next annual meeting of
shareholders and until his/her successor shall have been
elected and qualified.
SECTION 3. Regular Meeting. A regular meeting of the Board of
Directors shall be held without other notice than this Bylaw
immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide,
by resolution, the time and place for the holding of
additional regular meetings without notice other than such
resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President
or any two directors. The person or persons authorized to call
special meetings of the Board of Directors may fix the place
for holding any special meeting of the Board of Directors
called by them.
SECTION 5. Notice. Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his
business address, or by telegram, if mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be
given by telegram, such notice shall be deemed to be delivered
when the notice be given to the telegraph company. Any
directors may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed
by Section 2 of this Article shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board of
Directors may be had by means of a telephone conference or
similar communications equipment by which all persons
participating in the meeting can hear each other,
and the participation in a meeting under such circumstances
shall constitute presence at the meeting.
SECTION 8. Manner of Action. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that may be
taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by
all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A
director elected to fill a vacancy shall be elected for the
unexpired term of his/her predecessor in office. Any
directorship to be filled by reason of an increase in the
number of directors may be filled by election by the Board of
Directors for a term of office continuing only until the next
election of directors by the shareholders.
SECTION 11. Resignation. Any director may resign at any time
by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such
resignation shall take effect upon receipt thereof by the
Board of Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with or
without cause at anytime by the affirmative vote of
shareholders holding of record, in the aggregate, at least a
majority of the outstanding shares of stock of the
Corporation, at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board of
Directors, each director may be paid for his/her expenses, if
any, of attendance at each meeting of the Board of Directors,
and may be paid a stated salary as director or a fixed sum for
attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any director from serving the
Corporation in any other capacity and receiving compensation
therefor,
SECTION 14. Contracts. No contract or other transaction
between this Corporation and any other corporation shall be
impaired, affected or invalidated, nor shall any director be
liable in any way by reason of the fact that one or more
of the directors of this Corporation is or are interested in,
or is a director or officer, or are directors or officers of
such other corporations, provided that such facts are
disclosed or made known to the Board of Directors, prior to
their authorizing such transaction. Any director, personally
and individually, may be a party to or may be interested in
any contract or transaction of this Corporation, and no
directors shall be liable in any way by reason of such
interest, provided that the fact of such interest be disclosed
or made known to the Board of Directors prior to their
authorization of such contract or transaction, and provided
that the Board of Directors shall authorize, approve or ratify
such contract or transaction by the vote (not counting the
vote of any such Director) of a majority of a quorum,
notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or
directors may be counted in determining the presence of a
quorum at such meeting. This Section shall not be construed to
impair, invalidate or in any way affect any contract or other
transaction which would otherwise be valid under the law
(common, statutory or otherwise) applicable thereto.
SECTION 15. Committees. The Board of Directors, by resolution
adopted by a majority of the entire Board, may from time to
time designate from among its members an executive committee
and such other committees, and alternate members thereof, as
they may deem desirable, with such powers and authority (to
the extent permitted by law) as may be provided in such
resolution. Each such committee shall serve at the pleasure of
the Board.
SECTION 16. 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 mailer is taken
shall be presumed to have assented to the action taken
unless his/her dissent shall be entered into the minutes of
the meeting or unless he/she shall file written dissent to
such action with the person acting as the Secretary of the
meeting before the adjournment thereof; or shall forward such
dissent by registered mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right
to dissent shall not apply to a director who voted in favor of
such action.
ARTICLE IV
OFFICERS
SECTION ONE. Number. The officers of the Corporation shall be
a President, one or more Vice Presidents, a Secretary, and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may
be deemed necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held
by the same person. Officers may be directors or shareholders
of the Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual
meeting of the shareholders. If the election of officers shall
not be held at such meeting, such election shall be held as
soon thereafter as conveniently may be. Each officer shall
hold office until his/her successor shall have been duly
elected and shall have qualified, or until his/her death, or
until he/she can resign or shall have been removed in the
manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any time by
giving written notice of such resignation to the Board of
Directors, or to the President or the Secretary of the
Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt
thereof by the Board of Directors or by such officer, and the
acceptance of such resignation shall not be necessary to make
it effective.
SECTION 4. Removal. Any officer or agent may be removed by the
Board of Directors whenever, in its judgment, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the create contract rights, and such appointment
shall be terminable at will.
SECTION 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise,
may be filled by the Board of Directors for the unexpired
portion of the term.
SECTION 6. President. The President shall be the principal
executive officer of the Corporation and, subject to the
control of the Board of Directors,
shall in general supervise and control all of the business and
affairs of the Corporation. He/she shall, when present,
preside at all meetings of the shareholders and of the Board
of Directors, unless there is a Chairman of the Board, in
which case the Chairman will preside. The President may sign,
with the Secretary or any other proper officer of the
Corporation thereunto authorized by the Board of Directors,
certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in
cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or
shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office
of President and such other duties as may be prescribed by
the Board of Directors from time to time.
SECTION 7. Vice President. In the absence of the President or
in the event of his/her death, inability or refusal to act,
the Vice President shall perform the duties of the President,
and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time
may be assigned by the President or by the Board of Directors.
If there is more than one Vice President, each Vice President
shall succeed to the duties of the President in order of rank
as determined by the Board of Directors, if no such rank has
been determined, then each Vice President shall succeed to the
duties of the President in order of date of election, the
earliest date having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep the
minutes of the proceedings of the shareholders and of the
Board of Directors in one or more minute book provided for
that purpose; (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 of the
Corporation is affixed to all documents, the execution of
which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address of
each shareholder which shall be furnished to the Secretary by
such 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 the Secretary and such other duties as from time
to time may be assigned by the President or by the Board of
Directors.
SECTION 9. Treasurer. The Treasurer shall; (a) have charge and
custody of and be responsible for all bonds and securities of
the Corporation; (b) receive and give receipts for moneys due
and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositories as shall be
selected in accordance with the provisions of Article VI of
these Bylaws; and (c) 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 to him by the President
or by the Board of Directors.
SECTION 10. Salaries. The salaries of the officers shall be
fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by
reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of Directors
shall so require any officer, employee or agent of the
Corporation shall execute to the Corporation a bond in such
sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, finds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations. Whenever
the Corporation is the holder of shares of stock of any other
corporation, any right of power of the Corporation as such
shareholder (including the attendance, acting and voting at
shareholders' meetings and execution of waivers, consents,
proxies or other instruments) may be exercised on behalf of
the Corporation by the President, any Vice President or such
other person as the Board of directors may authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
Every director, officer, or employee of the Corporation shall
be indemnified by the Corporation against all expenses and
liabilities, including legal fees, reasonably incurred by or
imposed upon him/her in connection with any proceeding to
which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been 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 the Corporation, partnership,
joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or
agent at the time such expenses are incurred, except in such
cases wherein the director, officer, employee or agent is
adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her dutties; provided that in the event of
a settlement the indemnification herein shall apply only when
the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who 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 the corporation,
partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings
which is specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the
purchase of liability insurance by way of implementing the
provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of
the Corporation and no evidences of indebtedness shall be
issued in its name unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined
to specific instances,
SECTION 3. Checks, Drafts, etc. All checks drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the
credit of the Corporation in such banks, trust companies or
other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such a form as shall be
determined by the Board of Directors. Such certificates shall
be signed by the President and by the Secretary or by such
other officers authorized by law and by the Board of Directors
to do so, and sealed with the corporate seal All certificates
for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of
shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be
canceled arid no new certificate shall be issued until the
former certificate for a like number of shares shall have been
surrendered and canceled, except that in the case of a lost,
destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as
the Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by his/her
legal representative, who shall furnish proper evidence: of
authority to transfer, or by his/her attorney thereunto
authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all
purposes. Provided, however, that upon any action undertaken
by the shareholders to elect S Corporation status pursuant to
Section 1362 of the Internal Revenue Code and upon any
shareholders' agreement thereto restricting the transfer of
said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the
Bylaws so long as said agreement is in force arid effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first
day of January and end on the thirty-first day of December of
each year.
ARTICLE IX
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 upon the terms and conditions provided by law
and its Articles of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which
shall be circular in form and shall have inscribed thereon the
name of the Corporation and the state of incorporation and the
words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provisions of these Bylaws or under the
provisions of the Articles of Incorporation or under the
provisions of the applicable Business Corporation Act, a
waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE XI
AMENDMENTS
These Bylaws may be altered, amended or repealed and new
Bylaws may be adopted by the Board of Directors at any regular
or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the
Board of Directors of the Corporation on the 8 day of
Septmber, 1999.
