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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
AMENDMENT NO. 4
GENERAL FORM FOR REGISTRATION OF SECURITIES
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) 376-8565 (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)
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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.
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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 7
Item 3. Description of Property 11
Item 4. Security Ownership of Management and
Others and Certain Security Holders 11
Item 5. Directors, Executives, Officers and
Significant Employees 12
Item 6. Remuneration of Directors and
Executive Officers 13
Item 7. Interest of Management and Others in
Certain Transactions 13
Item 8. Legal Proceedings 13
Part II 15
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 15
Item 2. Recent Sales of Unregistered Securities 15
Item 3. Description of Securities 15
Item 4. Indemnification of Directors and Officers 16
Part F/S 17
Item 1. Financial Statements 17
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 27
Part III 28
Item 1. Index to Exhibits 28
Item 2. Description of Exhibits 28
Signatures 28
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Part I
Item 1. Description of Business
Internet Culinary Corporation, a developmental stage company (hereinafter
referred to as "the Company" or "ICUL"), 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
assets of Amazin Raisins through an asset purchase from Pacific Standard
Financial Group, ("PSFG"), an ongoing business. As a corporate asset, Amazin
Raisin, and its founder Jack Mazin, figures prominently in ICUL'S new endeavor.
Mr. Mazin is the owner of an exclusive patent to flavor raisins and this
exclusive right to use the patent is now available for exclusive use by ICUL.
The Company changed its name to "Internet" Culinary Corporation because it
intends to market its food products to a retail market via the internet as well
as marketing to institutional and governmental clients in the more traditional
sales methods. At this time there is no website available to view, however the
domain name, internetculinary.com has been reserved from Internic, the
International Domain Name Registration Company, and a website is under
construction.
ICUL 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 manufactured by utilizing a patented process. While the Company
has not yet had sales to date, Amazin Raisins did manufacture its raisin
products in 1997 and shut its operations down at the end of 1997 due to a lack
of equity capital required to meet its orders. The company hopes to begin
manufacturing again in the second quarter of 2000, and will manufacture flavored
raisins through an internationally patented, intrusive flavoring technology,
that flavors the fruit from the inside-out. There are no companies known to be
manufacturing this product at this time as there are no other companies
authorized to use the patented process.
ICUL, FKA Capital Silver Mines, changed its business from mining to producing
and marketing flavored raisins. This was done to switch the company from the
capital intensive commodities oriented business of mining to the less capital
intensive manufacture of flavored raisins. The company believes that the change
in its business will reduce risk and increase profitability a manufacturing a
low cost, easily marketed product.
Other companies are involved in creating similar types of fruit products and
offer competition in this area. Sun Maid, for example, a California-based grower
and marketer of raisins, presently produces several varieties of flavored dried
prunes (under the brand "Sun Sweet") which involves placing a coating of flavor
on the fruit. The management of ICUL believes that if the original flavor can be
removed before adding another flavor it is a better product. Therefore, the
coating processes are believed to be inferior as the flavor coating does not
remove the flavor of the prune (fruit) and therefore cannot completely mask the
flavor of the original fruit. The patented process of raisin flavoring involves
the use of citric acid to remove the raisin flavoring and inserts the substitute
flavoring inside the raisin through the tiny holes in the skin of the raisin
created by the citric acid process.
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The Company believes that a raisin which has a different flavor will be highly
accepted by the market place. The product is a natural flavor, not mixed with
raisin taste, easy to package and ship. Consumers should want to purchase
"Amazin Raisins" as it is a natural alternative to sugar and glucose products
which are predominate on grocery and other retail food shelves.
The developer of this process is Mr. Jack Mazin, the founder of Amazin Raisins.
Mr. Mazin's involvement at this time is necessary to the growth and
profitability of this endeavor and to lose him would be a set back to the
company.
PSFG was the prior owner of the Amazin Raisin assets. Assets of Amazin Raisin
were purchased by the Company from PSFG in an asset purchase agreement
negotiated in September, 1999. Mr. Mazin owns 2,451,900 shares of restricted
common stock in the corporation which may be registered pursuant to rule 230.144
by filing a Form 144. Mr. Mazin will also act as the President of the Canadian
subsidiary to be formed to manufacture the Amazin Raisin products. The Company
is negotiating a long term employment and management contract with Mr. Mazin and
he is expected to run the day to day operations of the Canadian manufacturing
facility where the "Amazin Raisins" brand of products are to be manufactured.
The employment agreement is expected to be signed prior to the beginning of
manufacturing in June, 2000.
The patented process of flavoring the raisins (which was applied for and
received in 1993 and runs until February 23, 2010 and is renewable)
substantially removes the raisin flavor from raisins and substitutes the natural
flavor of other fruits. This flavoring can be of one fruit, or a combination of
fruits in each raisin.
Although other firms have processes to produce flavor-coated raisins, ICUL,
through this patented process, is the only known firm, at this time, that has
the use of the process to remove the raisin flavor, and replace it using all
natural ingredients. If a similar process is developed prior to the running of
the patent period, it might cause the Company to suffer some economic loss,
however, it is expected that the market could sustain additional competition.
The management of ICUL plans to exploit the patented process to develop a large
portion of the worldwide fruit-flavored and chocolate-covered fruit- flavored
raisin market though an aggressive plan of advertisement, expansion, and
international licensing agreements.
With the use of the patented process and production and marketing plan, ICUL has
the expectation of becoming a major snack food provider.
As a background, the process through which the raisins (and any dried fruits)
are flavored were developed by the founder of Amazin Raisins over a decade ago
who had an affinity for dried fruit products. He began his efforts by
investigating the prospect of producing dried cherries, a generally unavailable
commodity due to the high costs of removing the pits. The initial 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.
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Mr. Mazin hired a food science research team to develop a process to produce
flavored raisins. Samples that had all the promising characteristics (texture,
moisture, sweetness) for consumer consumption were submitted to the team for
testing. A large-scale production process had to be developed because such a
facility had never been developed before with the express purpose of turning out
large quantities of flavored raisins. Without this large scale production
process, the company would be unable to produce the quality of product necessary
to make profit.
Prior to 1997 and well prior to the sale of Amazin Raisins, Mr. Mazin estimates
that he had already spent over Two Hundred Thousand ($200,000.00 CND) Canadian
Dollars in research and development which lead to the development and patenting
of a method to produce in volume, fruit flavored raisins and chocolate-covered
fruit flavored raisins, from which the raisin taste has been substantially
extracted and replaced with another flavor. The company and its shareholders
will benefit from this research and the use of the patent.
While other companies have attempted to produce flavored raisins by coating them
with sugar or flavoring ICUL, in removing the original flavor rather than merely
"coating" the fruit with flavor is the only firm that has been successful in
removing the original flavor. The company is presently capable of producing
raisins with the following flavors: lemon. orange, pineapple, strawberry,
banana, peach, raspberry, and cherry.
The Company understands that there are certain risks specific to the snack food
industry. The success of the raisin product will rely heavily on consumer
acceptance of the new product. The Company is relying on the fact that raisins,
both natural and chocolate-covered, have been an accepted and well bought snack
food for a very long time and if consumer acceptance drops, the product would
suffer.
If the supply of raisins were to become unavailable, the raisin product would
suffer, although the patented process will work with other fruit. That would
cause the company to revamp its raisin process which might cause the company's
production to suffer until a substitute fruit could be developed.
There is always a threat of contamination to any product which is produced for
mass consumption in the manufacturing process or even in the packaging and
transportation process. However, ICUL believes it has a safe process to produce
the fruit and deliver it in an uncontaminated state. The Company's products fall
under the auspices of the Food and Drug Administration of Canada and the United
States and under the careful control of this powerful agency, and the Company
meets all standards of the industry .
On September 9, 1999, Amazin Raisins assets ("the Assets") were acquired by the
Company from PSFG who had previously acquired the assets of Amazin Raisins. The
acquired assets consist of a long term lease, raisin manufacturing machinery and
equipment, sample inventory and the Amazin Raisins manufacturing process.
The company acquired the assets from PSFG for Five Million (5,000,000)
unregistered shares of Common Stock of the corporation which is registerable
pursuant to Rule 230.144 by filing a Form 144 no sooner than one year after
the issue date. Until the stock is registered, it is not free trading and is
restricted.
2,451,900 of those shares of unregistered common stock were issued by ICUL to
Jack Mazin to compensate him for the balance owed by PSFG to him when they
originally purchased the assets from his company, Amazin Raisins, Inc. of which
he was the sole shareholder.
The balance of 2,501,800 shares of unregistered common stock were issued to
PSFG.
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Item 2. Management's Discussion and Analysis or Plan of Operation
The company recognizes that there is substantial doubt about its ability to
continue as a going concern. Later discussion in this disclosure statement
indicates that at this time there are no customers, no suppliers or outlets and
competition in the Snack Food Market. Further, the success of the Company will
be determined on its ability to obtain the finances necessary to acquire the
additional equipment and employees needed to make the Company a going concern.
American Auditors, LLC, a California limited liability company of which Mervyn
Phelan is the managing member, has agreed that upon the settlement of the
pending lawsuit with Brett Salter [See: Discussion of matter of Brett Salter v.
Mervyn Phelan, et al. discussed in depth in Item 8, Legal Proceedings], it will
provide ICUL with capital of Seven Hundred Thousand [$750,000.00 CND] Canadian
Dollars to provide working capital to the company and will additionally provide
a credit facility of an additional One Million [$1,000,000 CND] Canadian dollars
as needed to purchase raw materials and packaging.
An in-depth production process was developed by Jack Mazin to facilitate the
manufacture of flavored raisins, enabling an end product that is both appealing
to consumers and sufficiently durable for widespread distribution. The following
describes the basic process utilized by the Company to produce the product.
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 are flavored, they 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 the Company
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,
the Company 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
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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 production 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 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
The Company has no firm contracts at this time. Until such time as production
begins and samples become available there are no pending or current customers.
The product would be marketed to major grocery chains, convenience food store
chains and airlines.
Potential revenue from licensing and royalties is also anticipated from the sale
of product in Europe and Central America. Management believes that there may
also be 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 the Company's operational structure.
Since the corporation presently has no customers for its products, it is unable
to determine the actual projections for the first year of operations either as
to income or cost of goods.
The production plant is now located in the town of Athoville, in the Province of
New Brunswick, Canada. The management of the Company plans to employ a labor
force from the local area as well as the surrounding communities, to fill the
necessary positions.
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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
Management believes that there is an extensive market for the products in North
America.
The following is a list of some of the potential outlets for companies
sales:
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 flavored raisin products provide a healthy
alternative to candies and sugar-added snacks. Raisins are naturally sweetened
with a naturally occurring sugar known as fructose. Removing the flavor from the
fruit does not remove the fructose and therefore, no additional sweeteners or
sugars are added to the product by the process. Possible competing products
could be fruit roll-ups, fruit-flavored snacks, raisins, and other fruit
products. Further, the companies chocolate-covered flavored raisins would
compete with the sugar-added products mentioned herein.
Suppliers
The Company has no direct suppliers at this time. In looking at where the
necessary raisins might come from, research indicates the following:
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.
It is anticipated by Management that a majority of the raisins purchased by the
Company will originate from Australia and Chile. Due to the large number of
raisin producers, and the relative lack of consolidation within the raisin
industry, the Company will be able to obtain the raw materials necessary to
facilitate the fulfillment of the company's mission.
Customers
At this time, the Company has no customers. The segment of the market 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, described above. The raisins will be marketed
as a healthy alternative to sweets, and are expected by management to be
extremely popular due to the nature of the flavored food which the company will
supply. ICUL intends to produce a high quality product through its patented
process and believes it is in a very favorably position in this industry due to
the fact that it is essentially the only supplier of this type of product
because of the exclusive patent held by the company.
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.
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Competition
Although other companies have flavored fruit and/or raisin products, none have
been able to produce the results that the Company has accomplished via the
patented process. The competitors only coat the fruit with a flavor. Due to the
patent, and the effectiveness of its process (currently the only known method
which removes the raisin flavor and replaces it with fruit flavoring), ICUL does
not believe it has competitors that can produce a similar product. This is not
to say that the companies that are in this market don't compete for the same
consumer, only that the product the Company will produce is different from that
which is available from the competitors at this time.
External Variables
None
Governmental
The Company's products fall under the auspices of the Food and Drug
Administration of Canada and the United States (the "Agencies"). The
agencies require the Company to place a statement on the package regarding the
"Nutrition Facts" of the product. The agencies have approved the packaging
for Amazin Raisins which states,
Serving Size: 1oz (28g)
Servings: 1
Calories: 84
Fat Cal.: 0
Total Fat: 0g
Sat. Fat 0g,
Total Carbohydrate: 21g
Fiber: 2g
Sugars: 20g
Protein: 1g
*Vitamins: Vitamin A, 0%; Vitamin C, 0%; Calcium 2%; Iron 4%.
*Percentage of Daily Values (DV) are based on a 2,000 calorie diet.
Ingredients: Sun-dried seedless raisins, Citric Acid, Natural Flavors.
"Citric Acid" is a natural ingredient derived from food products.
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 in the companies plan of production listed above , 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
will be a necessity for the company to ensure the growth of the company and the
viability of the company. As discussed elsewhere in this document, the Company
anticipates having purchase agreements with specific suppliers. As soon as
financing is complete, the Company anticipates meeting with suppliers and
putting agreements into place. However, at this time, there are no agreements in
place.
Conclusion
The entire operational plan of this company has been put on hold pending the
resolution of the lawsuit where Brett Salter sued individually and derivatively
on behalf of the company. Until that lawsuit is settled, no funding will be
forthcoming to finance the company's planned products and there is an extreme
danger that unless the lawsuit is settled soon, the company may lose the Amazin
Raisin assets because the company will be unable to complete those portions of
the acquisition which require an infusion of capital for the production of the
Amazin Raisin product.
Once the lawsuit is resolved, the company believes that ICUL's use of a unique
and patented process has facilitated the creation of a new division in the Snack
Food industry. The company believes that flavored Raisins will be in demand in
large amounts, and the duration of the patent which will be used by the Company
gives it a key advantage in this arena. The patented process of flavoring the
raisins which was receive in 1993, runs until February 23, 2010 and is
renewable. An aggressive program of sales, promotion, and licensing will
reinforce ICUL's position at the forefront of this dynamic new segment of the
Snack Food industry.
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Item 3. Description of Property
The Company leases a 32,000 square foot raisin manufacturing facility located in
the town of Athoville, in the Providence of New Brunswick, Canada for Four
Thousand One Hundred Twenty-five [$4,125.00 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
Triple Net (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 October 31, 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 Percentage
Beneficial Owner Ownership Ownership
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Brett Salter 5,000,000 .379540%
Address unknown
Jack Mazin
36 German Mills Road
Thornhill, Ontario, Canada 2,451,900 .186112%
Pacific Standard Financial Group, Inc.
711 S. Carson Street, #4
Carson City, Nevada 89701 2,501,800 .189907%
The majority beneficial owner of Pacific Standard Financial Group ["PSFG"] is:
Mark Roser
711 S. Carson Street, #4
Carson City, Nevada 89701
There are numerous other minority shareholders of the company among whom are the
following:
Jon King
Barbara Green
Daniel Richards
Dan Shaw
Diane Taylor
Diane Jensen
Sauri Law
Gary King
Cecil Johnson
The addresses for these persons may be obtained by making a request to Mark
Rosen at the address set forth above.
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Item 5. Directors, Executives, Officers and Significant Employees
POSITIONS HELD
NAME WITH THE CORPORATION
- -------------------- ----------------------
Stephen Reeder President,
Secretary & Director
Bob Coberly Treasurer & Director
Scott Brake Assistant Vice
President & Director
Kevin Grace Director
Stacy Freidman Director
Jack Mazin President, Canadian Division
Resumes of Offices/Directors
Stephen Reeder: President, Secretary and Director
Mr. Reeder brings 30 years of business experience to the Company. Mr. Reeder
is an expert in institutional financing and will concentrate his efforts in
finance and investor relations. From 1994 to 1999, and prior to joining the
company, Mr. Reeder owned Pacific Gold Mortgage, a financing company
specializing in real estate and business finance.
Bob Coberly: Treasurer and Director
>From 1994 to 1999, Mr. Coberly specialized in the structuring of institutional
real estate investments for a diverse base of clients. Mr. Coberly's duties
will be the structuring and finance of the Company's ongoing acquisition of
companies.
Scott Brake: Assistant Vice President and Director
>From 1994 to 1999, Mr. Brake has owned his own business that specializes in the
acquisition of international goods for sale throughout Southern California. Mr.
Brake will consult to the Company on international issues and the structure of
corporate acquisitions.
Kevin Grace: Director
>From 1994 to 1999, Mr. Grace served as a consultant to the Extreme Sports
industry and most recently as president of QUADX Sport. Mr. Grace will serve in
an advisory role to the Company and attend Board meeting, but will not serve in
any day to day functions.
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Stacy Freidman: Director
Ms. Friedman has served as the corporate secretary from 1994 to 1999 to Mr.
Brett Salter. The Company and its other officers and Directors are engaged in
litigation with Mr. Salter.
Jack Mazin: President, Canadian Division
Jack Mazin is the founder of Amazin Raisins. The Company is negotiating a long
term employment and management contract with Mr. Mazin, 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 management
experience began in 1978 when he was employed at Goldcrest Furniture. 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.
Item 6. Executive Compensation
The Company is currently negotiating Jack Mazin for a long term Employment
Agreement. His annual salary is expected to be Ninety-six Thousand ($96,000)
Dollars plus an automobile allotment of Six Thousand ($6,000.00)Dollars per
year.
No other officers or directors are to receive salaries.
Jack Mazin is also negotiating a stock bonus incentive plan. The terms of the
plan are not yet settled and no stock bonus plan has yet been executed. The
other officers and Directors are either not compensated with stock or are
negotiating contracts.
Item 7. Interest of Management and Others in Certain Transactions
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
Brett Salter as a shareholder in the corporation on November 22, 1999 filed a
personal suit and a derivative shareholder's action against the corporation and
its board of directors and officers in the matter of Brett Salter, an
individual, on his own behalf and derivatively on behalf of Capitol Silver
Mines, Inc. v. Mervyn Phelan, et al., United States District Court for the
Central District of California, Santa Ana Division, Case No. SA CV 99-912 AHS
(Eex) in which Salter alleged a violation of Section 10(b) of the Securities &
Exchange Act of 1933, as amended, [the Act] in that he claimed the defendants
caused 2,795,000 shares of stock in the corporation pursuant to Section 504 of
Regulation D of the Act to be issued that were illegally issued, and even if
they were legally issued, the corporation received no consideration when the
shares were sold, that thereafter, the defendants embarked upon a scheme to
manipulate the market in the shares by wrongfully exercising control of the
board of directors of the corporation, switching stock transfer agents, changing
the ticker symbol and selling additional shares into the market.
The complaint sought unspecified compensatory and exemplary damages against all
defendants including the individual members of the board of directors of the
corporation and its officers. It further sought an injunction to prohibit the
issuance, sale, transfer or other disposition of the disputed shares and
sequester of any proceeds from the sale of those shares.
The corporation denied any wrongdoing, and secured legal opinions that the
disputed shares were properly issued and counter-sued that the shares were sold
to investors for consideration with the proceeds initially being paid into an
escrow and then being disbursed to the corporation as required by law. A portion
of the shares were sold into the market by the original purchasers and the
proceeds from those sales went into an escrow. The escrow holder filed an
interpleader action and has paid a portion of the sale proceeds into the Clerk
of the District Court because Salter contended that rather then the proceeds
belonging to the shareholders, the proceeds belonged to him. The shareholders
whose proceeds were paid into the Court have likewise, filed an interpleader
action claiming ownership of the proceeds. The corporation claims no interest in
the proceeds.
The corporation denied that it did anything improper when it changed stock
transfer agents or changed its name to more properly reflect its business
resulting in a change of the ticker symbol to reflect the name change to
Internet Culinary Corporation with a ticker symbol ICUL. No additional shares
have been sold into the market as charged in the complaint. The corporation has
issued securities which are restricted pursuant to Section 144 of the Act as
more fully and completely discussed in Part II, Item 2.
13
<PAGE>
Background of the Dispute:
The dispute arose on June 4, 1999 when Salter, who then controlled two of three
members of the board of directors of the corporation caused its executive
committee of two of those members to meet and cancel the disputed shares, caused
the then corporate counsel to put an administrative hold on all of the disputed
shares with the then stock transfer agent and filed suit on July 19, 1999 both
individually and in the name of the corporation seeking an injunction to
prohibit the issuance, sale, transfer or other disposition of the disputed
shares and sequester of any proceeds from the sale of those shares. The
cancellation of the shares by the executive committee of the board was
accomplished, and the stock transfer agent informed of the cancellation even
though the executive committee was not authorized to make such a determination
under the by laws of the corporation as they then existed, refused to honor the
certificates. As a result, the corporation contends that the action by the
executive committee was without effect and the information given to the stock
transfer agent by then corporate counsel was done in an attempt to improperly
interfere with the regular transfer of shares in the corporation.
On September 3, 1999, the chairman of the board of directors called a meeting of
the board and at that meeting, the board, pursuant to the bylaws, increased the
number of board members from 3 to 5, elected new board members and new officers,
resolved to dismiss the complaint brought by Capitol Silver Mines, Inc., against
all defendants and authorized the employment of a new stock transfer agent. On
November 22, 1999 the complaint of Capitol Silver Mines, Inc. was deemed
superseded by the amended complaint discussed above and counter claims which had
been filed by Tom Reichman and David Kagel against Capitol Silver Mines, Inc.
were dismissed.
Counter claims filed by Tom Reichman, then President of the corporation, and
David Kagel, then escrow holder for the shareholders who sold the disputed
stock, against Brett Salter remain at issue. It is anticipated that in due
course, the corporation will likewise file a counter claim against Salter for
illegal stock manipulation, naked short selling and entering into a pump and
dump scheme which unreasonably depressed the price in the stock of the
corporation in the over the counter market.
Also, on September 3, 1999, the board of directors voted to retain legal counsel
to defend and to indemnify all board members and officers from any liability
resulting from the lawsuit brought against them by Salter or derivatively by
Salter on behalf of Capitol Silver Mines, Inc.
The corporation denies that the disputed shares were illegally issued or that
they were sold without consideration. Salter previously attempted on an
emergency basis to obtain an injunction to prohibit the issuance, sale, transfer
or other disposition of the disputed shares and sequester of any proceeds from
the sale of those shares but that injunction was denied by the Court on
September 14, 1999.
To date, Salter has amended his complaint twice. In the most recent version,
Salter has filed his action as Plaintiff and has attempted to file a derivative
shareholder suit. The company and its directors filed a motion to dismiss the
Shareholder derivative action and this motion was heard by the District Court
on March 13, 2000 and taken under submission. To date, the Court has made no
ruling.
Unless and until this lawsuit is resolved, the company's backers refuse to
continue to support the company's endeavors to capitalize the Amazin Raisins
production. It is anticipated that until this lawsuit is resolved, this company
will remain a developmental stage company.
14
<PAGE>
Part II
Item 1. Market Price of and Dividends of the Registrant's Common Equity and
Other Stockholder Matters
The Company has traded publicly on the OTCBB and has approximately over 600
round lot holders of their stock. Presently it trades in the pink sheets. The
market price for the shares has been between $.125 and $.25 bid per share for
several months with little, if any, market activity. There has been no dividends
declared.
Item 2. Recent Sales of Unregistered Securities
The following unregistered securities were issued issued in connection with the
purchase of the assets from PSFG. As stated elsewhere in this disclosure
statement, PSFG received Five Million (5,000,000) shares of stock issued for the
assets of Amazin Raisins. 2,451,900 shares of common stock were issued to Jack
Mazin to compensate him for monies owed to him by PSFG when the purchased the
assets from his corporation and 2,501,800 shares of common stock were issued to
PSFG.
Item 3. Description of Securities
There are 13,173,843 shares of common stock are issued and outstanding.
The company is authorized to issue Twenty Million (20,000,000) shares of common
stock at $.001 par value and five million (5,000,000) shares of preferred stock
at $.001 par value.
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 restricted but that restrictive
legend had been removed pursuant to Rule 230.144. 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 free trading stock was issued pursuant to an exemption
from registration under Rule 504 in April 1999. The stock was issued in exchange
for payment of the sum of $2,795.00 which was paid into the treasury of the
company. On April 5, 1999, the Board of Directors authorized that 5,000,000
shares of common stock be issued pursuant to Rule 504. However, only 2,795,000
have been paid for and issued to date with the balance being authorized but not
issued. The company expects to issue the balance of the 504 shares at some time
in the future.
(iii) On or about June 9, 1999, 5,000,000 shares of unregistered and restricted
common stock was issued to Brett Salter in exchange for $4,700.00 which was for
an option which he subsequently exercised.
(iv) On September 21, 1999, 2,451,900 shares of unregistered and restricted
common stock was issued to Jack Mazin to pay an obligation owed to him by PSFG
from the acquisition of the Amazin Raisin asset by PSFG.
(v) On September 22, 1999, 2,501,800 shares of unregistered and restricted
common stock was issued to PSFG to complete the purchase of the assets of Amazin
Raisins.
Mr. Jack Mazin owns 2,451,900 shares of unregistered and restricted stock in the
company. PSFG owns 2,501,800 unregistered and restricted shares. This is more
than 5% Ownership of Stock.
Mr. Brett Salter owns 5,000,000 shares of unregistered and restricted stock for
which he paid $4,166.00 which is more than 5% of Ownership of the Company.
15
<PAGE>
Under the Company's Articles of Incorporation in Nevada, 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 $.001 par value, and 5,000,000 shares
of Preferred Stock having a $.001 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.
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 than to the extent, if any, the
Board of Directors in its sole discretion, may determine from time to time.
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
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.
16
<PAGE>
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
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
As of
March 31, 2000
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT 18
BALANCE SHEET 19
STATEMENT OF OPERATIONS 21
STATEMENT OF STOCKHOLDERS' EQUITY 22
STATEMENT OF CASH FLOWS 23
NOTES TO FINANCIAL STATEMENTS 24
17
<PAGE>
James E. Slayton, CPA
3867 W. Market Street
Suite 208
Akron, OH 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors April 20, 2000
Internet Culinary Corporation (The Company)
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
I have audited the Balance Sheet of Internet Culinary Corporation (A
Development Stage Company), fka Capitol Silver Mines, Inc, as of March 31, 2000,
and the related Statements of Operations, Stockholders' Equity and Cash Flows
for the period May 16, 1967 [Date of Inception] to March 31, 2000. These
Financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform 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 State Company], at March 31, 2000, and the
results of its operations and cash flows for the period May 16, 1967 [Date of
Inception] to March 31, 2000, 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
18
<PAGE>
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
As of
March 31, 2000
March 31 December 31 December 31
2000 1999 1998
ASSETS
CURRENT ASSETS
Cash 100.00 100.00 23.00
Prepaid Expenses 0.00 0.00
-------------- -------------- --------------
Total Current Assets 100.00 100.00 23.00
PROPERTY AND EQUIPMENT
Property and Equipment
(net of depreciation) 2,375,000.00 2,437,500.00 0.00
-------------- -------------- --------------
Total Property and Equipment 2,375,000.00 2,437,500.00 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)
-------------- -------------- --------------
Total Other Assets 0.00 0.00 0.00
-------------- -------------- --------------
TOTAL ASSETS $2,375,100.00 $2,437,600.00 $ 23.00
============== ============== ==============
See accompanying notes to financial statements
19
<PAGE>
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
March 31, 2000
March 31 December 31 December 31
2000 1999 1998
LIABILITIES & EQUITY
CURRENT LIABILITES
Accounts Payable 33,000.00 26,194.00 35,762.00
Demand Notes 330,565.00 230,444.00 0.00
--------------- --------------- ---------------
Total Current Liabilities 363,565.00 256,638.00 35,762.00
OTHER LIABILITES
Due to Shareholder 44,268.00 35,762.00
--------------- --------------- ---------------
Total Other Liabilities 44,268.00 35,762.00
--------------- --------------- ---------------
Total Liabilities
EQUITY
Common Stock, $0.001 par value, 1,465,180.00 1,465,180.00 1,444,218.00
authorized 20,000,000 shares;
issued and outstanding at
December 31, 1999,
13,173,844 common shares;
issued and outstanding at
December 31, 1998, 288,844
common shares; issued and
outstanding at December 31,
1997, 288,844 common shares
Additional Paid in Capital 2,419,305.00 2,419,305.00 0.00
Retained Earnings (Deficit
accumulated during
development stage) (1,917,218.00) (1,739,285.00) (1,479,957.00)
--------------- --------------- ---------------
Total Stockholders' Equity 1,967,267.00 2,145,200.00 (35,739.00)
TOTAL LIABILITIES
& OWNER'S EQUITY $ 2,375,100.00 $2,437,600.00 $23.00
=============== =============== ===============
See accompanying notes to financial statements
20
<PAGE>
<TABLE>
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
May 16, 1967 (Date of Inception) to March 31, 2000
<CAPTION>
May 16, 1967
(Date of January 1
Inception) to (Unaudited)
to March 31 December 31 December 31 December 31
2000 1999 1998 1997
REVENUE
<S> <C> <C> <C> <C>
Services 0.00 0.00 0.00 0.00
COSTS AND EXPENSES
Selling, General and Administrative 1,218,243.00 200,322.00 10,137.00 13,886.00
Office Services 60,440.00 0.00 15,020.00 15,420.00
Officer and Director's Compensation 59,006.00 59,006.00 0.00 0.00
Depreciation on Equipment 125,000.00 62,500.00
Write down in mining claims to
net realizable value 454,529.00 0.00 454,529.00
--------------- --------------- --------------- ---------------
Total Costs and Expenses 1,917,218.00 321,820.00 25,157.00 483,835.00
--------------- --------------- --------------- ---------------
Net Ordinary Income or (Loss)
before taxes (1,917,218.00) (321,820.00) (25,157.00) (483,835.00)
=============== =============== =============== ===============
Provision for Income Tax 0.00 0.00 10.00 0.00
--------------- --------------- --------------- ---------------
Net Ordinary Income or (Loss)
after taxes (1,917,218.00) (321,820.00) (25,167.00) (483,835.00)
=============== =============== =============== ===============
Weighted average number of common
shares outstanding 3,689,375 3,689,375 288,844 288,844
Net Loss Per Share ($0.45) ($0.05) ($0.09) ($1.68)
</TABLE>
See accompanying notes to financial statements
21
<PAGE>
<TABLE>
Internet Culinary Corporation
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
May 16, 1967 (Date of Inception) to March 31, 2000
<CAPTION>
Deficit
accumulated
Additional during Total
Common Stock paid-in development Stockholder's
Shares Amount capital stage Equity
-------------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balances as at December 31, 1996 288,844 1,444,218.00 (970,955.00) 473,263.00
-------------- -------------- -------------- --------------- --------------
Net Loss
Year ended December 31, 1997 (483,835.00) (483,835.00)
-------------- -------------- -------------- --------------- --------------
Balances as at December 31, 1997 288,844 1,444,218.00 0.00 (10,572.00)
Net Loss Year ended December 31, 1998 (25,167.00) (25,167.00)
-------------- -------------- -------------- --------------- --------------
Balances as at December 31, 1998 288,844 1,444,218.00 0.00 (1,479,957.00) (35,739.00)
March 1, 1999 Issued for legal services 90,000 9,000.00 9,000.00
April 6, 1999 Issued for cash 2,795,000 2,795.00 2,795.00
April 6, 1999 Received cash-shares unissued 0.00 2,205.00 2,205.00
May 27, 1999 Issued for cash 5,000,000 4,167.00 0 4,167.00
September 9, 1999 Issued in asset
purchase agreement-restricted
shares 5,000,000 5,000.00 2,417,100.00 2,422,100.00
Net loss January 1, 1999 to
March 31, 2000 (437,261.00) (437,261.00)
-------------- -------------- -------------- --------------- --------------
Balances as at September 30, 1999 13,173,844 $1,465,180.00 $2,419,305.00 ($1,917,218.00) $1,967,267.00
============== ============== ============== =============== ==============
</TABLE>
See accompanying notes to financial statements
22
<PAGE>
<TABLE>
Internet Culinary Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD
May 16, 1967 (Date of Inception) to March 31, 2000
<CAPTION>
May 16, 1967
(Date of January 1,
Inception) 1999 to (Unaudited)
to March 31 December 30 December 31 December 31
2000 1999 1998 1997
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Cash received from customers 0.00 0.00 0.00 0.00
Cash paid to suppliers and employees 1,385,384.00 275,373.00 25,167.00 91,272.00
Cash disbursed for Operating
Activities 1,385,384.00 275,350.00 25,167.00 91,065.00
--------------- --------------- --------------- ---------------
Net cash flow provided by (1,385,384.00) (275,350.00) (25,167.00) (91,065.00)
operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets 0.00 0.00 0.00 0.00
--------------- --------------- --------------- ---------------
Net cash used by investing activities (0.00) (0.00) (0.00) (0.00)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 1,010,651.00 9,167.00 0.00 80,700.00
Advances from shareholders 44,268.00 35,762.00 25,012.00 10,750.00
Demand Note 330,565.00 230,444.00 0.00 0.00
--------------- --------------- --------------- ---------------
Net cash provided by financing 1,385,484.00 275,373.00 25,012.00 91,450.00
activities
Balances as at beginning of period 0.00 23.00 178.00 207.00
Net increase (decrease) in cash 100.00 (77.00) (155.00) 385.00
Balances as at end of period 100.00 100.00 23.00 (178.00)
</TABLE>
See accompanying notes to financial statements
23
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
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 acquired 10 unpatented mining claims as part of the Company's
organization in 1967. The claims were recorded at the Company's par value of
$.001 per share in the amount of $454,529.00. The fair value of the stock and
the mining claims was zero at December 31, 1997, accordingly, these claims were
written down to net realizable value in the year ended December 31, 1997.
The Company had 1,444,218 shares of its common stock issued and outstanding
on December 31, 1998. In April, 1999, a reverse split of those shares was
completed where each shareholder received 1 share for 50 shares of stock
outstanding prior to the split.
The shareholder's equity section and the footnotes reflect the 50 to 1
reverse split in April of 1999 reducing the number of shares outstanding from
1,444,218 to 288,844 as share balances outstanding commencing on the statement
as of December 31, 1996.
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
for cash of $2,795.00.
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 a purchase of machinery,
equipment, samples and the process of manufacture which had belonged to Amazin
Raisins, Inc.
Amazin Raisins was not a going concern when it was purchased and had ceased
all operations in 1997. At the time of purchase, only the equipment and other
tangible property noted above was available for a sale of the assets of the
company. Because Amazin Raisins was not a going concern and had not manufactured
product since 1997 and because ICUL only purchased the assets of the company and
the process for manufacture of Amazin Raisins, the value of the assets was based
upon an appraisal which was considered in arriving at the value for purposes of
this audit. Because it was not a going concern at the time of purchase, it was
determined that it was unnecessary to obtain an audit of Amazin Raisins for
purposes of this Report and the value of the assets was based upon the
appraisal.
The purchase price for the equipment and other assets was $2,500,000.00
U.S. which was paid by the issuance of 5,000,000 shares of stock in the company.
The price was determined based upon the appraisal which was for $2,500,000.00 as
of September 30, 1999. Thus, the value of the assets as of the date of purchase
was the appraised value as of that date and the fair market value and the
appraised value are the same.
However, the Company has no working capital to commence operations.
American Auditors, LLC will loan the necessary working capital to the Company.
American Auditors, LLC, a California limited liability company of which
Mervyn Phelan is the managing member, has agreed that it will provide the
Company with capital of Seven Hundred Thousand [$750,000.00 CND] Canadian
Dollars to provide working capital to the company and will additionally provide
a credit facility of an additional One Million [$1,000,000 CND] Canadian dollars
as needed to purchase raw materials and packaging.
Both the provision for working capital and the credit facility are
threatened by the Salter lawsuit. American Auditors has informed the Company's
auditor that the lawsuit brought by Brett Salter individually and derivatively
on behalf of the company against its officers and directors has seriously
impacted the ability of the company to become or remain a going concern because
the financing which would otherwise be made available to the company by American
Auditors, LLC, will not be made available so long as the Brett Salter lawsuit
remains open and unresolved.
24
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
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. Basic earnings per share are 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.
4. The Company's Statement of Cash Flows is reported utilizing cash
[currency on hand and demand deposits] and cash equivalents [short-term,
investments with original maturities of 3 months or less]. The Company's
Statement of Cash Flows is reported utilizing the indirect method of reporting
cash flows.
5. The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of deprecation. Depreciation
has been recorded commencing on the date of purchase of September 30, 1999.
The equipment is being depreciated on a straight line basis with a useful life
of 10 years with no residual value at the end of the 10 year period.
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 these benefits will be less than likely be
utilized and therefore did reduced any deferred tax benefits to zero or its
recoverable amount. Any benefits to the Company would be considered noncurrent.
8. The Company has no inventory and therefore has developed no policy on
inventory at this time.
9. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
25
<PAGE>
Internet Culinary Corporation
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
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.
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. There have not been any payments made to related parties.
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 paid operational expenses in the amount of $78,000
for the Company during the period January 1, 1999 to April 30, 1999. A demand
note in this amount was issued at 14% interest payable on or before January 1,
2000. In addition, American Auditors, LLC, has advanced the Company $152,444 for
operational expenses from the period May 1, 1999 to September 15, 1999 as the
firm incurred operational expenses. The Company has issued a demand note in this
amount at 14% interest payable on or before January 1, 2000. During the period
from September 15, 1999 through March 31, 2000, American Auditors, LLC advanced
an additional $100,121.00. The Company has issued a demand note in this Amount
at 14% interest payable on or before January 1, 2001. As of the date of this
Audit which is March 31, 2000, no part of any of these amounts has been paid. To
date the total advances of American Auditors, LLC to the Company is $330,565.00.
American Auditors, LLC is a California limited liability company of which
Mervyn Phelan in the managing member. That company agreed to provide interim
financing for ICUL. However, it has stated that it will not provide interim
financing so long as the lawsuit brought by Brett Salter remains open and
unresolved.
A copy of a letter which this Auditor received from American Auditors, LLC
is attached to these financial statements following the 1998 audit of John
Semmens, C.P.A.
The failure of American Auditors, LLC to bring necessary working capital to
the company, will seriously impair the company's ability to become or remain a
going concern.
There were accounts payable due to Jack Mazin in the amount of $44,268.00
for funds which he advanced on behalf of the company. There has been no payment
to Jack Mazin or other related parties during the audit periods.
Additionally, the Company owes back rent to the Town of Athoville in the
amount of $33,000.00 which was unpaid as of the date of this audit which was on
March 31, 2000.
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.
26
<PAGE>
NOTE 8:
The audit which was prepared by John Semmens, C.P.A. for the year 1998 has
been attached and was used by the present auditor to prepare the current audit
and is attached hereinbelow:
CAPITOL SILVER MINES, INC.
FINANCIAL STATEMENTS
As of
December 31, 1998
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITOR'S REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDER'S EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7
<PAGE>
John P. Semmens, CPA, A Professional Corporation
24501 Del Prado, Suite A
Dana Point, CA 92629
&14-496-8800 FAX: 714-443-0642
INDEPENDENT AUDITOR'S REPORT
Board of Directors April 21, 1999
Capitol Silver Mines, Inc.
(An Idaho Corporation)
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
I have audited the Balance Sheet Capitol Silver Mines, Inc (An Idaho
Corporation), as of December 31, 1998, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period May 16, 1967 [Date of
Inception] to December 31, 1998. These Financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that 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.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the ability of the Company to continue as a going concern
depends upon the Company's ability to generate positive cash flow from
operations. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Capitol Silver Mines, Inc., at
December 31, 1998, and the results of its operations and cash flows for the year
ended December 31, 1998, in conformity with generally accepted accounting
principles.
/s/ John F. Semmens
- -------------------------
John F. Semmens, CPA
A Professional Corporation
Page 1
<PAGE>
CAPITOL SILVER MINES, INC.
BALANCE SHEET
As of
December 31, 1998
(Unaudited)
ASSETS December 31 December 31
1998 1997
CURRENT ASSETS
Cash 23.00 178.00
Prepaid Expenses 0.00 0.00
------------- -------------
Total Current Assets 23.00 178.00
PROPERTY AND EQUIPMENT
Mining property (Note 1)
Par value of stock issued for
10 unpatented mining claims 454,529.00 454,529.00
Less allowance for
unpatented claims (454,529.00) (454,529.00)
------------- --------------
OTHER ASSETS 0.00 0.00
------------- --------------
Total Other Assets 0.00 0.00
------------- --------------
TOTAL ASSETS $ 23.00 $ 178.00
============= ==============
See accompanying notes to financial statements
Page 2
19
<PAGE>
CAPITOL SILVER MINES, INC.
BALANCE SHEET
AS OF
December 31, 1998
(Unaudited)
LIABILITIES & EQUITY December 31, December 31,
1998 1997
CURRENT LIABILITES
Accounts Payable (Note 2) 35,762.00 10,750.00
--------------- -------------
Total Current Liabilities 35,762.00 10,750.00
OTHER LIABILITES 0.00 0.00
--------------- -------------
Total Other Liabilities 0.00 0.00
--------------- -------------
Total Liabilities 35,762.00 10,750.00
EQUITY
Common Stock, $0.001 par value, 1,444,218.00 1,444,218.00
authorized 20,000,000 shares;
issued and outstanding at
December 31, 1998, 288,844
common shares; issued and
outstanding at December 31,
1997, 1,444,218 common shares
Retained Earnings (Deficit
accumulated during
development stage) (1,479,957.00) (1,454,790.00)
--------------- -------------
Total Stockholders' Equity (35,739.00) (10,762.00)
TOTAL LIABILITIES
& OWNER'S EQUITY $ 23.00 $ 178.00
=============== =============
See accompanying notes to financial statements
Page 3
20
<PAGE>
<TABLE>
CAPITOL SILVER MINES, INC.
STATEMENT OF OPERATIONS
FOR PERIOD
January 1, 1997 to December 31, 1998
<CAPTION>
(Unaudited)
January 1 January 1
to to
December 31 December 31
1998 1997
REVENUE
<S> <C> <C>
Services 0.00 0.00
COSTS AND EXPENSES
Geological, Engineering & surface
Exploration 4,800.00 4,000.00
Office Services 10,020.00 15,420.00
Office Supplies 3,547.00 3,790.00
Interest 863.00 2,625.00
Filing Fees, Maintenance & Recording 368.00 3,300.00
Legal Fees 569.00 161.00
Write down in mining claims to
net realizable value 0.00 454,529.00
--------------- ---------------
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 10.00
--------------- ---------------
Net Ordinary Income or (Loss)
after taxes (25,167.00) (483,835.00)
=============== ===============
Net Loss per weighted average share of common
stock outstanding (0.0017) (0.0338)
Weighted average number of shares of common
stock outstanding 14,442,176 14,442,176
=============== ===============
</TABLE>
See accompanying notes to financial statements
Page 4
21
<PAGE>
<TABLE>
CAPITOL SILVER MINES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
December 31, 1996 to December 31, 1998
<CAPTION>
Deficit
accumulated
Additional during Total
Common Stock paid-in development Stockholder's
Shares Amount capital stage Equity
-------------- -------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Balances as at December 31, 1996 14,444,218 1,444,218.00 (970,955.00) 473,263.00
-------------- -------------- -------------- --------------- --------------
Net Loss
Year ended December 31, 1997 (483,835.00) (483,835.00)
-------------- -------------- -------------- --------------- --------------
Balances as at December 31, 1997 14,444,218 1,444,218.00 0.00 (10,572.00)
Net Loss Year ended December 31, 1998 (25,167.00) (25,167.00)
-------------- -------------- -------------- --------------- --------------
Balances as at December 31, 1998 14,444,218 1,444,218.00 0.00 (1,479,957.00) (35,739.00)
============== ============== ============== =============== ==============
</TABLE>
See accompanying notes to financial statements
Page 5
22
<PAGE>
<TABLE>
CAPITOL SILVER MINES, INC.
STATEMENT OF CASH FLOWS
FOR PERIOD
January 1, 1997 to December 31, 1998
<CAPTION>
(Unaudited)
January 1, January 1,
1998 to 1997 to
December 31 December 31
1998 1997
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss for Period (25,187.00) (483,836.00)
Adjustments to reconcile net earnings to
Cash provided from operating activities 0.00 0.00
Write down in mining claims to net realizable
Value 484,529.00
Accounts payable 25,012.00 (51,216.00)
-------------- -------------
Net cash provided by Operating
Activities (185.00) (80,522.00)
--------------- ---------------
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
Net Cash used by financing activities 0.00 80,700.00
--------------- ---------------
Balances as at beginning 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
Page 6
23
<PAGE>
CAPITOL SILVER MINES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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) to develop
silver mining claims in the Coeur d' Alene Mining District, Shoshone County,
Idaho. The Company has 10 unpatented mining claims, which it recorded at a par
value of $.10 of the Company's common stock or $454,529.00. At the time of
issuance, the common stock of the Company had no determinable market value and
therefore, an offsetting allowance was established in the year ended December
31, 1997 financial statements to write down these claims to net realizable
value.
The Company has been in the exploration and development stage since its
inception. The Company capitalizes exploration and development expenses for
income tax purposes.
Continued Existence:
The Company has no assets. The ability of the Company to continue as a
going concern is dependent upon generating positive cash flow from operations.
The Company has continued existence from cash provided by its stockholders.
Cash & Cash Equivalants:
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly liquid
investments with maturities of three months or less, when purchased, to be cash
and cash equivalents.
Income per share:
Income per share is computed by dividing the net income by the
weighted-average number of shares of common stock and common stock equivalents,
if any, outstanding during the year/period.
Use of estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of continent assets and liabilities as of the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - ACCOUNTS PAYABLE
The Company has continued operations from the issuance of additional common
stock and the lending of moneys from its major stockholders. The following
summarizes the accounts payable at December 31, 1998:
M.F. Magnuson & Company $ 30,862.00
D.C. Springer, Consulting Geologist 4,800.00
---------------
Total: $ 35,762.00
M. F. Magunson is a significant stockholder, owning 6,161,367 shares of
common stock or 43% of the outstanding stock.
Page 7
24
<PAGE>
CAPITOL SILVER MINES, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1998
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.
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. There have not been any payments made to related parties.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - DEBT
The Company had no debt as of the date of this Statement other than open
accounts payable for organizational expenses which were paid by a shareholder
but not reimbursed.
Page 8
25
<PAGE>
Item 2. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
There was a change in accountants when the prior accountant, Mr. Semmens
voluntarily removed himself to allow an accountant with more experience to
proceed with the certified audit.
It should be noted that Mr. Semmens provided an audit for the year 1998. His
audit was confirmed by the present auditor, incorporated into the present audit
and therefore, Mr. Semmens audit has not been included herein.
There are no disagreements between the present auditor and Mr. Semmens or
between Mr. Semmens and the company. There are no disagreements between the
company and its present auditor.
26
<PAGE>
Part III
Item 1. Index to Exhibits
Exhibit
Number Title
- -------- ------
3.1 Article of Incorporation
3.2 By Laws
10 Agreement and Plan of Merger
16 Letter on change in certifying accountant
16.1 Letter from American Auditors, LLC to James Slayton, C.P.A.
Item 2. Description of Exhibits
Exhibit
Number Title
- -------- ------
3.1 Article of Incorporation - The Articles of Incorporation for
Internet Culinary Corporation
3.2 By Laws - The Bylaws for Internet Culinary Corporation
10 Agreement and Plan of Merger - the agreement and plan to merge
Capitol Silver Mines, Inc. with Internet Culinary Corporation.
16 Letter on change in certifying accountant - A letter from a the
former corporate accountant who resigned and was replaced by the
present accountant.
16.1 Letter from American Auditors, LLC to James Slayton, C.P.A.
regarding their Refusal to continue to finance Internet Culinary
Corporation until the resolution of the Salter lawsuit.
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: April 20, 2000 BY: /s/ Stephen Reeder
- -------------------- ----------------------
Stephen Reeder, President
27
EX-3.1
ARTICLES OF INCORPORATION
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 than to the extent,
if any, the Board of Directors in its sole discretion, may determine from time
to time.
<PAGE>
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
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
EX-3.2
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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
<PAGE>
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.
EX-10
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Plan and Merger Agreement"), is
made as of August 31, 1999 by and between Capitol Silver Mines, Inc., an Idaho
corporation ("Capitol") and Internet Culinary Corporation, a Nevada corporation
("Internet").
RECITALS
A) Capitol is a corporation duly organized and existing under the laws of
the State of Idaho.
B) Internet is a corporation duly organized and existing under the laws of
the State of Nevada. One share of common stock of Internet has been issued and
that share of common stock is held by Capitol. Thus Internet is a wholly- owned
subsidiary of Capitol. No shareholder approval of this Plan and Merger Agreement
is required.
C) Capitol and Internet (the "Constituent Corporations") have approved this
Plan and Merger Agreement by resolutions duly adopted by their respective Boards
of Directors in accordance with the laws of their respective jurisdictions of
incorporation; and
D) The constituent Corporations desire to adopt a plan of reorganization
pursuant to the provisions of Section 368 (a) (1) (f) of The Internal Revenue
Code of l986, as amended, a Plan of Merger complying with section 30-1-1105 of
the Idaho Code and
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1) Surviving Corporation. Capitol shall be merged with and into Internet
(the "Merger") with Internet being the surviving corporation (the "Surviving
Corporation") of the Merger. At the Effective Time (as hereinafter defined), the
corporate existence of Capitol shall cease and the Surviving corporation, to the
fullest extent permitted by applicable law, shall succeed to all the business,
properties, assets and liabilities of the Constituent Corporations. At the
Effective Time, the name of the Surviving Corporation shall remain Internet
Culinary Corporation.
2) Authorized Shares. The authorized capital stock of the Surviving
Corporation consists of 20,000,00 shares of Common Stock, par value .001 per
share, and 5,000,000 shares of Preferred Stock, par value .001 per share.
Page 1 of 4
<PAGE>
3) Certificate of Incorporation and Bylaws.
a) The Certificate of Incorporation of Internet as in effect at the
Effective Time shall be the Certificate of Incorporation of the Surviving
Corporation.
b) The Bylaws of Internet as in effect at the Effective Time shall be
the Bylaws of the Surviving Corporation.
4) Directors and Officers.
a) The directors of Capitol immediately prior to the Effective Time
shall be the directors of the Surviving Corporation, to hold office in
accordance with the Bylaws of the Surviving Corporation until their successors
are duly appointed or elected and qualified.
b) The officers of Capitol immediately prior to the Effective Time
shall be the officers of the Surviving Corporation to hold office in accordance
with the Bylaws of the Surviving Corporation until their successors are duly
appointed or elected and qualified.
5) Principal Office. The principal office of the Surviving Corporation
in the State of Nevada shall be at 3450 E Russell Rd., Las Vegas, Nevada
89120.
6) Consent to Service of Process. The Surviving Corporation hereby consents
to be sued and served with process in the State of Idaho in any proceeding in
the State of Idaho and the Surviving Corporation hereby irrevocably appoints the
Secretary of state of Idaho as its agent to accept service of process in such
proceeding in the State of Idaho to enforce against the Constituent Corporations
any obligations of Capitol and the rights of dissenting shareholders of Capitol.
7) Corporate Purpose. The purposes for which the Surviving Corporation
has been formed are to engage in any lawful act or activity for which
corporations may be formed under the laws of the State of Nevada.
8) Term of Merger.
a) At the Effective Time, each issued and outstanding share of Common
Stock of Capitol shall, automatically and without further act of either of the
Constituent Corporations or of the holders thereof, be extinguished and
converted into one issued and outstanding share of Common Stock of the Surviving
Corporation. The holder of each share so extinguished and converted (of record
on the shareholder records of Capitol at the Effective Time) shall be recorded
on the books of the Surviving Corporation as the holder of the number of shares
of Common Stock of the Surviving Corporation which such holder is entitled to
receive; and each certificate theretofore representing one or more shares of
Common Stock of Capitol shall be deemed, for all corporate purposes, to evidence
ownership of the same number of shares of Common Stock of the Surviving
Corporation which the holder of such certificate is entitled to receive.
Page 2 of 4
<PAGE>
b) Each person who, as a result of the Merger, holds one or more
certificates which theretofore represented one or more shares of Common stock of
Capitol shall surrender any such certificates to the Surviving Corporation (or
to any agent designated for such purpose by the Surviving Corporation) and upon
such surrender, the Surviving Corporation shall, within a reasonable time,
deliver to such person in substitution and exchange therefor (i) one or more
certificates evidencing the number of shares of Common Stock of the Surviving
Corporation which such person is entitled to receive in accordance with the
terms of this Plan and Merger Agreement in substitution for the number of shares
of Common Stock of Capitol theretofore represented by each certificate so
surrendered; provided however, that such holders shall not be required to
surrender any such certificates until such certificates would normally be
surrendered for transfer on the books of the issuing corporation in the ordinary
course of business.
c) At and after the Effective time, all of the issued and outstanding
shares of Common Stock of Capitol held immediately prior to the Effective Time
shall be cancelled and cease to exist, without any consideration being payable
therefor.
d) At the Effective Time, each option to purchase shares of Common
Stock of the Company outstanding immediately prior to the Effective Time shall
become an option to purchase shares of Common Stock of the Surviving
Corporation, subject to the same terms and conditions and at the same option
price applicable to each such option immediately prior to the Effective Time.
9) Termination and Abandonment. At any time prior to the Effective Time and
for any reason, this Plan and Merger Agreement may be terminated and abandoned
by the Board of Directors of either of the Constituent Corporations, without
notice of such action to the other Constituent Corporation, notwithstanding
approval of this Plan and Merger Agreement by the shareholders of one or both of
the Constituent Corporations.
10) Amendment. At any time prior to the Effective Time, this Plan and
Merger Agreement may be amended, by an agreement in writing executed in the same
manner as this Plan and Merger Agreement, after due authorization of such action
by the Board of Directors of the Constituent Corporations; provided, however,
that this Plan and Merger Agreement may not be amended if such amendment would
(a) alter or change the amount or kind of shares or other consideration to be
received by the shareholders of either of the Constituent Corporations in the
Merger, (b) alter or change any term of the Certificate of Incorporation of the
corporation which will be the Surviving Corporation, (c) alter or change any of
the terms and conditions of this Plan and Merger Agreement if such alteration or
change would adversely affect the shareholders of either at the Constituent
Corporations, or (d) otherwise violate applicable law.
Page 3 of 4
<PAGE>
11) Effective Time of Merger. The Effective Time of Merger shall be the
later of the date on which the (i) Certificate of Ownership and Merger shall
have been duly filed in the office of the Secretary or State of Nevada, and (ii)
this Plan and Agreement of Merger shall have been duly filed in the office of
the Secretary of State of Idaho (the Effective Time").
CAPITOL SILVER MINES, INC.
By: /s/ Tom Reichman
--------------------------
Tom Reichman, President
By: /s/ Stephen Reeder
--------------------------
Stephen Reeder, Secretary
INTERNET CULINARY CORPORATION
By: /s/ Tom Reichman
--------------------------
Tom Reichman, President
By: /s/ Stephen Reeder
--------------------------
Stephen Reeder, Secretary
EX-16
LETTER ON CHANGE IN CERTIFYING ACCOUNTANT
August 3, 1999
Mr. Thomas Reichman
Capitol Silver Mines
410 Broadway, Suite 204
Laguna Beach, Ca 92651
Dear Mr. Reichman:
Please be advised that our firm will not perform the audit on Internet
Culinary Corporation. we recently lost a key member of our accounting staff
and presently not adequately staffed to perform an audit of your company (to
SEC standards) in a timely fashion. We are interviewing staff and should
expect to be available to you in the future should your company need our
accounting services.
If you have any further questions regarding the above, please do not hesitate
to contract me.
Sincerely,
/s/ John P Semmens
- ------------------
John P Semmens CPA
EX 16.1
LETTER FROM AMERICAN AUDITORS, LLC TO JAMES SLAYTON, C.P.A.
American Auditors, LLC
410 Broadway, 2nd Floor
Laguna Beach, CA 92651
April 15, 2000
James E. Slayton, CPA
3867 W. Market Street
Suite 208
Akron, OH 44333
Re: Internet Culinary Corporation
Dear Mr. Slayton:
As you are aware, American Auditors, LLC agreed by written contract to provide
working capital to Internet Culinary Corporation ["the Company"] in the amount
of $750,000.00 CND and would provide additionally, a credit facility equal to
$1,000,000.00 CND to finance the production of Amazin Raisins.
However, because to date, American Auditors, LLC has already provided loans to
the Company totaling $330,565.00 as of March 31, 2000, it cannot continue to
provide money to support the Company unless and until the Salter lawsuit is
resolved.
American Auditors, LLC believes that it would be counter productive and not in
its best interest to continue to support the Company's efforts while the lawsuit
is pending and that lawsuit continues to sap the Company for money for attorneys
and costs of suit while at the same time attempting to finance Amazin Raisins
only to the Salter litigation make it impossible for American Auditors, LLC to
expect repayment of the debt to it.
As soon as the lawsuit is resolved and the Company is no longer in jeopardy, you
may be assured that American Auditors, LLC stands ready to meet its commitments.
Sincerely,
AMERICAN AUDITORS, LLC
By: /S/ Mervyn Phelan
Mervyn Phelan, Managing Member
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<CHANGES> 0
<NET-INCOME> (170,634)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
