<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
ONE VOICE TECHNOLOGIES,INC.
---------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 95-4714338
------ ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
6333 Greenwich Drive, Ste 240, San Diego CA 92122
- ------------------------------------------- -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 552-4466 (619) 552-4474
- -------------- --------------
(ISSUER'S TELEPHONE NUMBER) (ISSUER'S FACSIMILE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
<S> <C>
- -------------------------------- ------------------------------------
- -------------------------------- ------------------------------------
</TABLE>
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
(TITLE OF CLASS)
1
<PAGE> 2
PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
General
One Voice Technologies, Inc.. is filing this Form 10-SB on a voluntary basis in
order to make One Voice Technologies, Inc.'s financial information equally
available to any interested parties or investors and meet certain listing
requirements for publicly traded securities on the OTC Electronic Bulletin Board
which is sponsored by the National Association of Securities Dealers (NASD). The
Company's stock is currently listed for trading on the OTC Electronic Bulletin
Board under the stock symbol "ONEV".
Business Development
The Company was incorporated in Delaware on February 4, 1987 as Belridge
Broadcasting of Portland, Inc. On August 23, 1995, the Company formed a new
corporation, Belridge Holdings Corporation for the purpose of a merger in order
to facilitate a change of domicile of Belridge Broadcasting of Portland, Inc. to
Nevada. After the merger on August 28, 1995, the surviving company, Belridge
Holdings Corporation, a Nevada Corporation, was dormant until March 9, 1998 when
it filed a Disclosure Statement pursuant to Rule 15c2-11 with the National
Association of Securities Dealers in order to allow trading of its securities on
the OTC Electronic Bulletin Board. On July 30,1998 a special meeting of the
shareholders approved the acquisition of the assets, liabilities and operating
business of Dead On, LLC. in order to facilitate the Company's business plan to
manufacturer sporting goods equipment and apparel. On September 15, 1998 a
special meeting of the shareholders approved the name change of Belridge
Holdings Corporation to Dead On, Inc. On December 31, 1998 a special meeting of
the Board approved the discontinuance of the operating business related to the
manufacturer of sporting goods equipment and apparel after concluding that the
Company could not profitably operate that type of business. On May 14, 1999, the
Board signed an agreement to consummate the divestiture of the assets and
liabilities of the discontinued sporting goods equipment and apparel
manufacturing business. On June 16, 1999, a special meeting of the shareholders
approved the divestiture of the assets and liabilities of the discontinued
sporting goods equipment and apparel manufacturing business. On June 22, 1999, a
special meeting of the Board approved the merger of Dead On, Inc. with
Conversational Systems, Inc. in order to facilitate the Company's new business
plan to develop and market a software system that allows computer users to use
spoken words instead of keyboards to access and utilize the Internet. On July 9,
1999, a special meeting of the shareholders approved the merger of Dead On, Inc.
and Conversational Systems, Inc. and approved the name change of Dead On, Inc.
to ConversIt.com, Inc. On September 9, 1999, a special meeting of the
shareholders approved the name change of ConversIt.com, Inc. to One Voice
Technologies, Inc.
During September 1998 and May through July 14,1999 the Company raised capital
through the sale of common stock to investors in order to fund its business plan
obligations.
There have been no bankruptcy, receivership or similar proceedings.
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<PAGE> 3
There have been no other material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
Business of the Issuer
On September 9, 1998, the Company's President, Dean Weber applied for a United
States Patent for a software system he developed that allowed a computer user to
interact with a computer through speech rather than a keyboard or mouse. The
essence of this system is to allow the computer user to speak directly to the
computer in order to access the Internet. Utilizing colloquial or conversational
English, the computer user does not have to learn menu commands, does not need
to be familiar with operating systems, and is not dependent on typing speed. The
primary features of this system are: utilizing commercially available speech
recognition that relies on how words sound in order to match those sounds to
words in a dictionary - analyzing words to determine their meaning - allowing
the computer to listen and then talk back to the user - processing speech at
very high speed. As the user speaks with the computer, it continues to "learn"
the meaning of what the user says. It asks questions of the user when it is
unsure what the user wants. It uses a conversational manner to quickly process
information while it keeps the user informed as it is performing requested
tasks. As an example, if the system is searching the Internet for the best price
available for a particular type of automobile purchase, it will describe its
search process and any problems it encounters, such as the unavailability of a
needed web page due to heavy Internet demand. It will then ask the user if it
should try again. It will offer suggestions, such as using a different time or
searching in a different geographical location. On October 5, 1998, Mr. Weber
applied for an additional patent that enhanced his original patent by adding
more detailed features, including network user interface capabilities. On
November 11, 1998, Mr. Weber applied to the United States Department of Commerce
Patent and Trademark Office to assign both of his original patent filings to
Conversational Systems, Inc., a closely held corporation in which he was
majority shareholder. On July 9, 1999, at a special meeting of the shareholders
of Dead On, Inc., the shareholders of Dead On, Inc. and Mr. Weber, representing
Conversational Systems, Inc., agreed to merge Conversational Systems Inc.,
including its pending United States Patents, with Dead On, Inc. and change the
name of the Company to ConversIt.com, Inc. On September 9, 1999, a special
meeting of the shareholders approved the name change of ConversIt.com, Inc. to
One Voice Technologies, Inc. As of the date of this filing, both patents are
still pending.
Since the merger of July 9, 1999, the Company has taken the following steps in
its product development: raised capital of $3,000,000 through the sale of
securities; leased commercial office space in San Diego, California; hired one
office manager, one sales manager, one marketing manager; continued development
of its software product.
During the next twelve months the Company intends to complete the following
steps with accompanying budget estimates: during months one through six complete
software programming - $500,000; secure license for commercially available voice
recognition software and develop marketing strategy - $500,000; setup web site -
$15,000; during months seven through ten beta test software - $50,000; during
months seven through twelve make software programming corrections - $100,000;
during months three through twelve market the Company's product to computer
manufacturers and Internet Service Providers - $100,000; and produce the
Company's product for delivery beginning in the first quarter after month
twelve.
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Management intends to market its product through a business-to-business model of
distribution of its product through computer manufacturers such as Gateway,
Dell, IBM, Sony, Toshiba, NEC, etc. The Company intends to license its software
directly to the Company's anticipated major computer manufacturer distributors
in order that they may include the software with the sale of their hardware
products to the general public. In addition, software will be licensed to
anticipated Internet Service Providers such as AOL, Time Warner, EarthLink,
Mindspring, etc. for the direct Internet use of their subscribers. The Company
will earn a license fee every time the manufacturer or Internet Service Provider
delivers the Company's software to its customers. The Company will also seek
service agreements to provide in-depth voice interactive features to major
companies that provide Internet content through their own web sites. This will
allow Internet customers to use conversational speech to speak directly with a
web site in order to complete a variety of tasks such as ask questions and hear
immediate answers about items offered at an auction site, or ask for help about
how to assemble a product. Enhanced service agreements will be available for a
monthly fee to larger Internet web sites that will allow the licensed site
programmers and webmasters to change their site's conversational speech software
to fit their changing needs. The Company anticipates charging the following
fees: 1) computer manufacturers and distributors - $100,000 to $500,000 one time
fee depending on projected volume plus $10.00 license fee for each software
system bundled with hardware; 2) Internet Service Providers - $100,000 to
$500,000 one time fee depending on projected volume plus $10.00 license fee for
software downloaded from their web sites; 3) major companies with enhanced
service agreements - $100,000 to $500,000 one time fee depending upon projected
volume plus $5,000 to $10,000 monthly license fee. In addition to these fees,
the Company will offer annual advertising rates of $100,000 to $500,000 to
Internet sellers in order to include direct verbal links to their sites as
"preferred" web sites, e.g. if a software user asks for an automobile dealer in
his area the computer would verbally respond first with the name of a
"preferred" dealer's location and web site. The Company predicts it will be able
to generate sufficient revenues and profits from operations beginning in the
sixth quarter of operation to continue in business and fund anticipated growth.
Management has no market or distribution agreements with the above manufacturers
or Internet Service Providers. Per the Company's business plan, Management will
seek out partnership and distribution agreements with manufacturers and Internet
Service Providers in months three through twelve.
Investors in the Company should be particularly aware of the inherent risks
associated with the Company's plans and product. These risks include but are not
limited to: a lack of independent market testing of the Company's product; lack
of a proven market or market studies for the Company's product; the limited
experience of management; the Company's position of being in the starting stages
of its business plan; there has been no independent view or certification of
originality of its software; and the financial and personnel resources of the
Company are considerably less than its competitors.
Although Management intends to implement its business plan through the
foreseeable future and will do its best to mitigate the risks associated with
its business plan, there can be no assurance that such efforts will be
successful. Currently, Management is concentrating on advancing its business
plan. Management has no liquidation plans should the Company require additional
cash and be unable to receive funding. Should the Company be unable to implement
its business plan, Management would investigate all options available to retain
value for the shareholders. Among the options that would be considered are: the
sale of the rights to the patents, acquisition of another product or technology,
or a merger or acquisition (as a parent or target) of another business entity
that has revenue and/or long-term growth potential.
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<PAGE> 5
Investors should evaluate all of these risks before considering an investment in
this Company.
The Company has no new product or service planned or announced to the public.
The size and financial strengths of the Company's competitors, such as
Conversational Computing Corporation and Grover Industries, are substantially
greater than those of the Company. However, management believes that the Company
can effectively compete with those other companies because of the unique nature
of its product. The Company's product uniqueness is primarily its ability to
direct computers to follow commands through the use of free format requests
using conversational speech. This unique feature, Management believes, will
allow the Company's product to compete effectively in the market. None of the
Company's competitors currently offer voice interaction with computers using
conversational speech. None of the Company's competitors have announced any
plans to offer software for voice interaction with computers using
conversational speech. Management is not aware of any significant barriers to
the Company's entry into the computer speech recognition market, however, the
Company at this time has no market share of the computer speech recognition
product category.
IBM Viavoice Runtime and Dragon Naturally Speaking Runtime are the two primary
suppliers of commercially available speech recognition software licensed for use
by advanced software application companies such as One Voice Technologies, Inc.
The Company integrates its advanced proprietary software systems with these
basic commercially available speech recognition software "platforms". The
Company is negotiating with both of these primary suppliers in order to gain the
most favorable licensing fees available. Management anticipates negotiating and
securing an annual license agreement after month six of its business plan with
current quoted license fees ranging from $300,000 to $450,000 per year. Blank
recordable CD-ROM discs are readily available through computer wholesalers or
retail stores throughout the Unites States. The Company intends to transfer its
software to CD-ROM discs at its own facilities at a cost not to exceed $2.00 per
disc. Management anticipates transferring only one to two hundred software
copies to master CD-ROM discs for its direct licensing program. The Company will
not require formal contracts with any suppliers or manufacturers of physical
products.
The Company intends to sell its products through a variety of computer
manufacturers and Internet Service Providers and will not depend on any one or a
few major customers.
The Company owns exclusive rights to the pending United States Patents per the
merger agreement ratified at a special meeting of the shareholders of Dead On,
Inc., the shareholders of Dead On, Inc. and Mr. Weber, representing
Conversational Systems, Inc., on July 9, 1999, in which all parties agreed to
merge Converstional Systems Inc., including its pending United States Patents,
with Dead On, Inc. and change the name of Dead On , Inc. to ConversIt. Com, Inc.
On September 9, 1999 ConversIt.com, Inc. changed its name to One Voice
Technologies, Inc. As of the date of this filing, both patents are still
pending. The two pending United States Patents define the primary features and
unique procedures that comprise the Company's product as described in its
business plan.
The Company does not need any governmental approval of its principal product.
The Company's business is not subject to material regulation by federal, state,
or local governmental agencies.
All research and development costs since inception have been immaterial in cost
and will not be passed on to customers.
5
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The Company currently has four employees.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has confirmation from third party
suppliers that its proposed software is certified Year 2000 compatible for all
of its computing requirements. In addition, proposed suppliers of office
equipment for the Company's business plan have confirmed that embedded
technology systems such as micro processors in telephone systems and other
non-computer devices that have been or will be purchased per the Company's
business plan are already Year 2000 compatible. While the Company has made what
it believes to be adequate inquiries of its software suppliers as to Year 2000
compliance, there can be no guarantee that the software suppliers will be
adequately prepared for every possible contingent Year 2000 software problem,
which could have minor or material adverse effects on the Company's results of
operations. In a most likely worst case scenario of moderate software problems,
the Company may experience minor adverse cash flow effects based upon a moderate
length of time needed to correct software problems. Due to Management's
knowledge and experience with software, the Company's contingency plan in a most
likely worst case scenario would be to modify and correct its own software and
rely upon other software suppliers such as Microsoft and IBM to provide software
corrections via Internet and telephone support systems.
The Company has purchased new off-the-shelf Year 2000 compatible software in
order to run its operations, has tested all of its software for Year 2000
compatibility and anticipates no material impact on its operating systems. The
total cost of this new software was $1,000.
ITEM 2
PLAN OF OPERATION
The Company maintains a cash balance sufficient to sustain corporate operations
until December 31, 2001. The losses through August 1999 were due to software
development costs and operational expenses. Sales of the Company's equity
securities have allowed the Company to maintain a positive cash flow balance.
During the next twelve months, Management's business plan is for the Company to
take the following steps to market its product: during months one through six
complete software programming - $500,000, secure license for commercially
available voice recognition software and develop marketing strategy - $500,000,
setup web site - $15,000; during months seven through ten beta test software -
$50,000; during months seven through twelve make software programming
corrections - $100,000; during months three through twelve market the Company's
product to computer manufacturers and Internet Service Providers - $100,000; and
produce the Company's product for delivery beginning in the first quarter after
month twelve.
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Cash flow from sales is estimated to begin after the end of the next twelve
months. The Company may face considerable risk in completing each of its
business plan steps, such as cost overruns in each step, a lack of interest in
the Company's product in the market on the part of its anticipated computer
manufacturer partners and Internet Service Provider partners, and/or consumers,
and a shortfall of funding due to the Company's inability to raise capital in
the equity securities market. If further funding is required, and no funding is
received during the next twelve months, the Company would be forced to rely on
its existing cash in the bank or short term bridge loans. While Management
believes its current cash balance to be sufficient for the completion of its
product and marketing prior to receiving cash flow from sales per its business
plan, the Company may be unable to complete its product development until such
time as necessary funds could be raised in the equity market. In such a
restricted cash flow scenario, the Company would delay all cash intensive
activities.
While the Company plans to spend an additional $500,000 to finish programming of
its existing software product, the Company has no plans at this time to incur
new product research and development costs. There are no current plans to
purchase or sell any significant amount of fixed assets. The Company's business
plan provides for an increase of four employees during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 6333 Greenwich Drive, Suite
240, San Diego, California 92122. The Company has a lease for 3,350 square feet
of office space for a period of three years and eight and one half months
commencing on July 15, 1999 at a cost of $27,720 in year one, $70,806 in year
two, $75,291 in year three, $77,301 in year four, and $19,598 for the period
ending March 31, 2003. Management considers the Company's current principal
office space arrangement adequate for current and short-term estimated growth.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - July 31,1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- ----- ------- --------------- -----
<S> <C> <C> <C>
Common Dean Weber 3,957,800 34.8
6333 Greenwich Dr, Ste 240
San Diego, Ca 92122
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Common iVantage, Inc. 1,600,200 14.1(a)
6333 Greenwich Dr, Ste 240
San Diego, Ca 92122
Common George Kaelin 303,100 2.7
6333 Greenwich Dr, Ste 240
San Diego, Ca 92122
Total 5,861,100
</TABLE>
(a) iVantage, Inc. is wholly owned by Dean Weber, Chairman of the Board, CEO,
and Secretary of One Voice Technologies, Inc.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose terms will expire
12/31/99, or at such a time as their successors shall be elected and qualified
are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected
- -------------- --- -------- ------------------
<S> <C> <C> <C>
Dean Weber 37 CEO, Secretary, 7/9/99
6333 Greenwich Dr, Ste 240 Chairman, of
San Diego, Ca 92122 the Board
Rahoul Sharan 37 CFO, Director 7/9/99
6333 Greenwich Dr, Ste 240
San Diego, Ca 92122
George Kaelin 33 Director 7/9/99
6333 Greenwich Dr, Ste 240
San Diego, Ca 92122
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
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<PAGE> 9
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, of any
regulatory agency enjoining him from acting as an investment advisor,
underwriter, broker or dealer in the securities industry, or as an affiliated
person, director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities nor has any such person been the subject of
any Order of a State authority barring or suspending for more than sixty (60)
days, the right of such a person to be engaged in such activities or to be
associated with such activities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Dean Weber, President & Director
<TABLE>
<S> <C>
1998 - present Founder and President of Conversational Systems, Inc. in
San Diego, California. Specializing in the development of
computer interactive software for the consumer market.
1991 - 1998 Founder and President of EditPro Corporation in San
Diego, California. Specializing in the development,
marketing and consulting of software applications for the
computer engineering market.
1989 - 1991 Software Design Consultant to various companies including
Xerox and Rockwell to design and develop computer based
software systems.
1987 - 1989 Senior Project Engineer with Northrop Corporation in Pico
Rivera, California. Led engineering team which created
in-house publishing systems for the B2 Stealth Bomber
project.
1984 - 1987 Senior Software Engineer with United Technologies in
Hartford, Connecticut. Designed and developed real-time
software systems for NASA and U.S. Navy projects.
1984 B.S. in computer science, Central Connecticut State
University, New Britain, Connecticut.
Rahoul Sharan, CFO & Director
1988 - present Partner in S & P Group in Vancouver, Canada, a company
which specializes in investment financing for venture
capital projects and real estate development and
construction.
</TABLE>
9
<PAGE> 10
<TABLE>
<S> <C>
1987 - present Director and President of KJN Management, Ltd. in
Vancouver, Canada, a company which specializes in
management of venture capital projects for a variety of
businesses.
1984 - 1987 Chartered Accountant with Coopers & Lybrand, C.A. in
Vancouver, Canada, duties included auditing, tax
preparation, preparation and review of financial
statements.
1984 Bachelor of Commerce degree with finance major,
University of British Columbia, Canada
George H. Kaelin, III, Director
1994 - present Associate Attorney and Partner at the law firm of Endeman
Lincoln Turek & Heater, San Diego, California.
1993 - 1994 Associate Attorney at the law firm of Griffith &
Thornburgh, Santa Barbara, California.
1991 - 1993 Associate Attorney at the law firm of Jennings Engstrand
& Henrikson, San Diego, California.
1990 - 1991 Assistant to Alaska Legislature in drafting the Alaskan
Non Profit Corporations Code.
1990 Clerk to the Honorable Milton L. Schwartz, U.S. District
Court, Eastern District.
1991 J. D. degree, University of California at Davis
1988 B.B.A. Summa Cum Laude, University of San Diego,
California
</TABLE>
ITEM 6
EXECUTIVE COMPENSATION
The Company's CEO is paid a salary of $180,000 per year. The Company's CFO is
paid a service fee of $120,000 per year.
10
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name & Year Salary Bonus Other Restricted Options LTIP All other
principle ($) ($) annual stock SARs Payouts compen-
position compen- awards ($) ($) sation ($)
sation ($)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
D. Weber 1999 180,000 -0- -0- -0- -0- -0- -0-
CEO
R Sharan 1999 120,000 -0- -0- -0- -0- -0- -0-
CFO
</TABLE>
The Company has one employment agreement with its CEO, Dean Weber. The terms
consist of payment of a salary to Mr. Weber of $180,000 per year commencing on
July 14, 1999 and ending on July 14, 2002.
The Company has one personal service agreement with its CFO, Rahoul Sharan. The
terms consist of payment of a fee to Mr. Sharan of $120,000 per year commencing
on July 14, 1999 and ending on July 14, 2002.
The Officers and the Board of Directors have the responsibility to determine the
amount of remuneration for key personnel based upon such factors as positive
cash flow to include stock sales, product sales, estimated cash expenditures,
accounts receivable, accounts payable, notes payable, and a cash balance of not
less than $100,000 at each month end.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the years 1997 and 1998 and the interim period ended August 31, 1999 a
director of the Company provided the Company with the use of a telephone number
and a business mailing address. The costs associated with the use of the
telephone and mailing address were deemed by management to be immaterial as the
telephone and mailing address were almost exclusively used by the director for
other business and personal purposes.
The Company's chief executive officer has advanced $4,500 to the Company. The
Company's chief financial officer has advanced $10,000 to the Company. Both of
these cash advances are recorded on the Company's financial statements as
current liabilities with no written or verbal agreement regarding loan terms of
repayment or stated interest rate.
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<PAGE> 12
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, $.001 par value per share, and 10,000,000 shares of
preferred stock, $.001 par value per share. Holders of shares of Common Stock
are entitled to one vote for each share on all matters to be voted on by the
stockholders. Holders of Common Stock have cumulative voting rights. Holders of
shares of Common Stock are entitled to share ratably in dividends, if any, as
may be declared, from time to time by the Board of Directors in its discretion,
from funds legally available therefor. In the event of a liquidation,
dissolution, or winding up of the Company, the holders of shares of Common Stock
are entitled to share pro rata all assets remaining after payment in full of all
liabilities. Holders of Common Stock have no preemptive or other subscription
rights, and there are no conversion rights or redemption or sinking fund
provisions with respect to such shares. All of the outstanding Common Stock is,
and the shares offered by the Company pursuant to this offering will be, when
issued and delivered, fully paid and non-assessable. The Board of Directors,
from time to time in its sole discretion, has the authority to fix the powers,
rights, qualifications, limitations, and restrictions pertaining to the
preferred stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
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<PAGE> 13
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND OTHER SHAREHOLDER MATTERS
The Company's common stock shares currently trade on the OTC Electronic Bulletin
Board which is sponsored by the National Association of Securities Dealers
(NASD). The OTC Electronic Bulletin Board is a network of security dealers who
buy and sell stock. The dealers are connected by a computer network which
provides information on current "bids" and "asks" as well as volume information.
The Company is scheduled to be de-listed from the OTC Bulletin Board on November
30, 1999, and listed on the National Quotation Bureau, Inc., (the "Pink Sheets")
pursuant to NASD Rule 6530. Once the Company has completed the comment period on
this Form 10SB filing the Company shall seek to be listed again on the OTC
Bulletin Board.
For the periods indicated, the following table sets forth the high and low bid
prices per share of common stock. These prices represent inter-dealer quotations
without retail mark-up, mark-down, or commission and may not necessarily
represent actual transactions.
<TABLE>
<CAPTION>
Low High
<S> <C> <C>
1998
First Quarter .00 .00
Second Quarter .00 .00
Third Quarter .00 .00
Fourth Quarter .50 .55
1999
First Quarter .25 .60
Second Quarter .25 5.38
Third Quarter 6.69 9.50
</TABLE>
As of July 31, 1999, the Company had 76 shareholders of record, however,
Management believes that an undetermined number of shareholders hold the
company's common stock shares registered through the depository trust company,
CEDE & Company. The Company has paid no cash dividends. The Company has no
outstanding options, however, a stock option plan has been approved whereby the
Board of Directors may grant stock options to eligible participants rendering
services to the Corporation. The Company has no plans to register any of its
securities under the Securities Act for sale by security holders. There is no
public offering of equity and there is no proposed public offering of equity.
13
<PAGE> 14
ITEM 2
LEGAL PROCEEDINGS
The Company is involved in the following legal proceedings which are solely
related to its discontinued sporting goods equipment and apparel manufacturing
business: $47,025 in collection actions filed in California small claims and
superior court filings, and one $22,000 judgement awarded to Airport Industrial
Investors, the Company's former landlord. As disclosed in the Company's
financial statements included with this filing, the former officers of the
Company have deposited $100,000 into an escrow account in the care of the
Company's attorneys, Luce, Forward, Hamilton & Scripps LLP, to be used to settle
prior legal obligations of the Company. The Company anticipates settling all of
its legal claims and judgements by December 31, 1999.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On July 9, 1999, the Company's shareholders authorized the issuance of 7,000,000
shares of unregistered, restricted common stock to the nineteen shareholders of
Conversational Systems, Inc., in exchange for all of the issued and outstanding
shares of Conversational Systems, Inc. The Company relied upon Section 4(2) of
Securities Act of 1993, as amended (the "Act") as the basis of exemption from
registration. Each shareholder of Conversational Systems, Inc., had adequate and
reasonable opportunity and access to corporate information regarding the
Company.
In September 1998, the Company offered and sold 220,000 shares of common stock
at $.25 per share to a non-affiliated private investor. The Company relied on an
exemption from registration pursuant to Regulation S as the basis of exemption
from registration. Blue Sky filings were not required for the private placement
as all sales were to a foreign investor.
From the period of approximately May 1, 1999 until July 14, 1999, the Company
offered and sold 1,500,000 shares of Rule 144 restricted stock at $2.00 per
share to thirty-two non-affiliated private investors. Each investor completed a
subscription confirmation letter and private placement subscription agreement
whereby the investors certified that they were purchasing the shares for their
own accounts and that the investors were accredited as defined. This offering
was not accompanied by general advertisement or general solicitation. The
Company relied on Section 4 (2) of the Securities Act of 1993, as amended (the
"Act") as the basis of exemption from registration. Blue Sky filings were not
required for the private placement as all sales were to foreign investors.
14
<PAGE> 15
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company and related notes which are
included in this offering have been examined by Stonefield Josephson, Inc.,
Certified Public Accountants, and have been so included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.
15
<PAGE> 16
ONE VOICE TECHNOLOGIES, INC.
(FORMERLY KNOWN AS CONVERSIT.COM, INC.,
DEAD ON, INC., BELRIDGE HOLDINGS CORP. AND
BELRIDGE BROADCASTING OF PORTLAND, INC.)
(A DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
CONTENTS
<TABLE>
Page
----
<S> <C>
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS:
Balance Sheets F-2
Statements of Operations F-3
Statement of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5-6
Notes to Financial Statements F-7-15
</TABLE>
16
<PAGE> 17
Stonefield Josephson, Inc.
1620 26th Street, Suite 400 South
Santa Monica, CA 90404-4041
310-453-9400
Board of Directors
One Voice Technologies, Inc.
San Diego, CA
We have audited the accompanying balance sheet of One Voice Technologies, Inc. A
Nevada Corporation as of December 31, 1998, and the related statements of
operations, stockholders' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Belridge Holdings Corp. as of December
31, 1997 were audited by other auditors who report dated April 10, 1998,
expressed an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted accounting
practices. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the 1998 financial statement referred to is presented fairly, in
all material respects, the financial position of One Voice Technologies, Inc. as
of December 31, 1998, and the results of operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/ Stonefield Josephson, Inc.
Certified Public Accountants
Santa Monica, CA
September 30, 1999
F-1
<PAGE> 18
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS August 31, December 31, December 31,
1999 1998 1997
----------- ----------- -----------
(unaudited)
<S> <C> <C> <C>
CURRENT ASSETS:
Cash $ 2,367,727 $ 30,024 $ 30,024
Cash - restricted 100,000 -- --
----------- ----------- -----------
Total current assets 2,467,727 30,024 30,024
----------- ----------- -----------
PROPERTY AND EQUIPMENT, net of
accumulated depreciation and amortization 116,240 49,739 49,739
----------- ----------- -----------
OTHER ASSETS:
Deposits 39,956 -- --
Patent, net of accumulated amortization 33,956 11,705 11,705
----------- ----------- -----------
Total other assets 73,912 11,705 11,705
----------- ----------- -----------
$ 2,657,879 $ 91,468 $ 91,468
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 8,300 $ 8,300 $ 8,300
Loan payable 100,000 -- --
Loan payable, officer 10,000 10,000 10,000
Loan payable, officer-stockholder 4,500 13,500 13,500
Officers advances -- -- 3,922
----------- ----------- -----------
Total current liabilities 122,800 31,800 35,722
----------- ----------- -----------
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding -- -- --
Common stock; $.001 par value, 50,000,000 shares
authorized, 11,370,000, 19,720,000 and 9,500,000
shares issued and outstanding as of August 31, 1999,
December 31, 1998 and 1997, respectively 11,370 19,720 9,500
Additional paid-in capital 3,285,393 439,471 127,605
Deficit accumulated during development stage (761,684) (399,523) (81,359)
----------- ----------- -----------
Total stockholders' equity (deficit) 2,535,079 59,668 55,746
----------- ----------- -----------
$ 2,657,879 $ 91,468 $ 91,468
=========== =========== ===========
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
F-2
<PAGE> 19
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
From
inception on
Eight months February 4,
ended Year ended Year ended 1987 to
August 31, December 31, December 31, August 31,
1999 1998 1997 1999*
------------ ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C>
NET REVENUES $ -- $ -- $ 25,422 $ 25,422
COST OF REVENUES -- -- 2,790 2,790
------------ ------------ ------------ ------------
GROSS PROFIT -- -- 22,632 22,632
GENERAL AND ADMINISTRATIVE
EXPENSES 362,161 -- 101,169 466,152
------------ ------------ ------------ ------------
LOSS FROM CONTINUING OPERATIONS (362,161) -- (78,537) (443,520)
LOSS ON DISCONTINUED OPERATIONS -- (299,161) (299,161)
GAIN ON DISPOSAL OF SEGMENT, NET OF
PROVISION OF $110,788 FOR OPERATING
LOSSES DURING THE PHASE-OUT PERIOD -- (19,003) -- (19,003)
------------ ------------ ------------ ------------
NET LOSS $ (362,161) $ (318,164) $ (78,537) $ (761,684)
============ ============ ============ ============
NET LOSS PER SHARE, basic and diluted
from continuing operations $ (0.02) $ -- $ --
============ ============ ============
NET LOSS PER SHARE, basic and diluted
from discontinued operations $ -- $ (0.01) $ --
============ ============ ============
WEIGHTED AVERAGE SHARES OUTSTANDING,
basic and diluted 19,698,767 21,370,000 21,370,000
============ ============ ============
</TABLE>
* Audited from inception to December 31, 1998 and unaudited from January 1, 1999
to August 31, 1999.
See accompanying independent auditors' report and notes to financial statements.
F-3
<PAGE> 20
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Total
Common stock Additional stockholders'
----------------------------- paid-in Accumulated equity/
Shares Amount capital deficit (deficit)
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1997 2,500,000 $ 2,500 $ (1,500) $ (2,822) $ (1,822)
Issuance of common stock due in
connection with merger
agreement (Note 1) 7,000,000 7,000 129,105 136,105
Net loss for the year ended
December 31, 1997 (78,537) (78,537)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1997 9,500,000 9,500 127,605 (81,359) 55,746
Net proceeds from issuance of
common stock 10,000,000 10,000 257,086 267,086
Net proceeds from issuance of
common stock 220,000 220 54,780 55,000
Net loss for the year ended
December 31, 1998 (318,164) (318,164)
----------- ----------- ----------- ----------- -----------
Balance at December 31, 1998 19,720,000 19,720 439,471 (399,523) 59,668
Net proceeds from issuance of
common stock 1,500,000 1,500 2,546,072 2,547,572
Net issuance of common stock in
exchange for services relating to
private placement 150,000 150 299,850 300,000
Retirement of common stock (10,000,000) (10,000) (10,000)
Net loss for the eight months
ended August 31, 1999
(unaudited) (362,161) (362,161)
----------- ----------- ----------- ----------- -----------
Balance at August 31, 1999
(unaudited) 11,370,000 $ 11,370 $ 3,285,393 $ (761,684) $ 2,535,079
=========== =========== =========== =========== ===========
</TABLE>
See accompanying independent auditors' report and notes to financial statements.
F-4
<PAGE> 21
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
From
inception on
Eight February 4,
months ended Year ended Year ended 1987 to
August 31, December 31, December 31, August 31,
1999 1998 1997 1999*
------------ ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED FOR)
OPERATING ACTIVITIES:
Net loss $(362,161) $(318,164) $ (78,537) $(761,684)
--------- --------- --------- ---------
ADJUSTMENTS TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES -
depreciation and amortization -- -- 2,118 2,118
CHANGES IN OPERATING ASSETS AND LIABILITIES:
(INCREASE) DECREASE IN ASSETS -
deposits (39,956) -- -- (39,956)
INCREASE (DECREASE) IN LIABILITIES:
Officer advances -- (3,922) 2,100 --
Accounts payable and accrued expenses -- -- 8,300 8,300
--------- --------- --------- ---------
Total adjustments (39,956) (3,922) 12,518 (29,538)
--------- --------- --------- ---------
Net cash used for operating activities (402,117) (322,086) (66,019) (791,222)
--------- --------- --------- ---------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Purchase of property and equipment (66,501) -- (51,857) (118,358)
Patents (22,251) -- (11,705) (33,956)
Increase in escrow account (100,000) -- -- (100,000)
--------- --------- --------- ---------
Net cash used for investing activities (188,752) -- (63,562) (252,314)
--------- --------- --------- ---------
</TABLE>
(Continued)
* Audited from inception to December 31, 1998 and unaudited from January 1, 1999
to August 31, 1999.
See accompanying independent auditors' report and notes to financial statements.
F-5
<PAGE> 22
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS (CONTINUED)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
From
inception on
Eight February 4,
months ended Year ended Year ended 1987 to
August 31, December 31, December 31, August 31,
1999 1998 1997 1999*
------------ ------------ ------------ ------------
(unaudited)
<S> <C> <C> <C> <C>
CASH FLOWS PROVIDED BY (USED FOR)
FINANCING ACTIVITIES:
Proceeds from issuance of common stock 2,847,572 322,086 136,105 3,306,763
Retirement of common stock, net (10,000) -- -- (10,000)
Proceeds (payments) from loan payable, officer-stockholder (9,000) -- 13,500 4,500
Proceeds from loan payable, officer -- -- 10,000 10,000
Proceeds from loans payable 100,000 -- -- 100,000
----------- ----------- ----------- -----------
Net cash provided by financing activities 2,928,572 322,086 159,605 3,411,263
----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 2,337,703 -- 30,024 2,367,727
CASH, beginning of year 30,024 30,024 -- --
----------- ----------- ----------- -----------
CASH, end of year and/or period $ 2,367,727 $ 30,024 $ 30,024 $ 2,367,727
=========== =========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Interest paid $ 17,124 $ -- $ -- $ 17,124
=========== =========== =========== ===========
Income taxes paid $ 1,823 $ -- $ -- $ 1,823
=========== =========== =========== ===========
</TABLE>
* Audited from inception to December 31, 1998 and unaudited from January 1, 1999
to August 31, 1999.
See accompanying independent auditors' report and notes to financial statements.
F-6
<PAGE> 23
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1998 AND 1997
(1) ORGANIZATION:
One Voice Technologies, Inc. (formerly known as ConversIt.Com,
Inc., Dead On, Inc., Belridge Holdings Corp. and Belridge
Broadcasting of Portland, Inc.) was incorporated under the laws
of the State of Delaware on February 4, 1987.
During August 1995, the Company formed Belridge Holdings Corp.
under the laws of the State of Nevada. Belridge Broadcasting of
Portland merged into Belridge Holdings Corp. thereby changing the
domicile from Delaware to Nevada. The Delaware corporation was
discontinued.
During September 1998, Belridge Holdings Corp. entered into a
Plan of Exchange with Dead On, LLC, a Delaware limited liability
company whereby 10,000,000 shares of its common stock were issued
in exchange for all of the membership interest of Dead On, LLC.
Dead On, LLC was liquidated and the assets and liabilities of
Dead On, LLC were transferred to Belridge Holdings Corp.
Subsequent to the exchange, Belridge Holdings Corp. changed its
name to Dead On, Inc., a Nevada corporation (Note 7).
During May 1999, in connection with an Agreement for Acquisition
of Assets of Dead On, Inc., the Company sold substantially all of
its assets and liabilities relating to its apparel, accessory and
sports equipment division (Note 8).
Effective June 22, 1999, in connection with a Merger Agreement
and Plan of Reorganization with Conversational Systems, Inc., a
California corporation, Dead On, Inc., a Nevada corporation and
certain shareholders of Dead On, Inc. issued 7,000,000 shares of
its common stock in exchange for all the outstanding common stock
of Conversational Systems, Inc. based on a conversion ratio of
700 shares of the Company's common stock for each share of
Conversation Systems common stock. The merger qualified as a
tax-free reorganization and has been accounted for as a pooling
of interests. Accordingly, the Company's consolidated financial
statements have been restated for all periods prior to the
business combination to include the combined financial results of
Dead On, Inc. and Conversational Systems, Inc.
Subsequent to the merger, Dead On, Inc. changed its name to
ConversIt.Com, Inc., a Nevada corporation.
Effective September 9, 1999, the Company changed its name to One
Voice Technologies, Inc.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
BUSINESS ACTIVITY:
The Company develops and markets computer software using
Intelligent Voice Interactive Technology (IVIT(TM)) to website
owners in the United States and other countries.
See accompanying independent auditors' report.
F-7
<PAGE> 24
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
USE OF ESTIMATES:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at 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.
FAIR VALUE:
Unless otherwise indicated, the fair values of all reported
assets and liabilities which represent financial instruments,
none of which are held for trading purposes, approximate the
carrying values of such amounts.
CASH:
Equivalents
For purposes of the statement of cash flows, cash equivalents
include all highly liquid debt instruments with original
maturities of three months or less which are not securing any
corporate obligations.
Concentration
The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not
experienced any losses in such accounts.
PROPERTY AND EQUIPMENT:
Property and equipment are valued at cost. Depreciation is being
provided by use of the straight-line method over the estimated
useful lives of the assets.
PATENTS:
The Company's patent costs consist of legal fees paid in
connection with a patent pending. The Company amortizes patents
using the straight-line method over the period of estimated
benefit, generally five years. There was no amortization expense
charged for the eight months ended August 31, 1999 (unaudited) as
the patent is pending.
See accompanying independent auditors' report.
F-8
<PAGE> 25
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
PATENTS, CONTINUED:
The Company periodically evaluates whether events or
circumstances have occurred that may affect the estimated useful
life or the recoverability of the remaining balance of the
patent. Impairment of the patent is triggered when the estimated
future undiscounted cash flows do not exceed the carrying amount
of the intangible asset. If the events or circumstances indicate
that the remaining balance of the patent may be permanently
impaired, such potential impairment will be measured based upon
the difference between the carrying amount of the patent and the
fair value of such assets, determined using the estimated future
discounted cash flows generated.
NET INCOME (LOSS) PER SHARE:
The Company has adopted Statement of Financial Accounting
Standard No. 128. Earnings per Shares ("SFAS No. 128"), which is
effective for annual and interim financial statements issued for
periods ending after December 15, 1997. SFAS No. 128 was issued
to simplify the standards for calculating earnings per share
("EPS") previously in APB No. 15, Earnings Per Share. SFAS No.
128 replaces the presentation of primary EPS with a presentation
of basic EPS. The new rules also require dual presentation of
basic and diluted EPS on the face of the statement of operations.
For the years ended December 31, 1997 and 1998, the per share
data is based on the weighted average number of common and common
equivalent shares outstanding, and are calculated in accordance
with Staff Accounting Bulletin of the Securities and Exchange
Commission (SAB) No. 98 whereby common stock, options or warrants
to purchase common stock or other potentially dilutive
instruments issued for nominal consideration must be reflected in
basic and diluted per share calculation for all periods in a
manner similar to a stock split, even if anti-dilutive.
Accordingly, in computing basic earnings per share, nominal
issuances of common stock are reflected in a manner similar to a
stock split or dividend. In computing diluted earnings per share,
nominal issuances of common stock and potential common stock are
reflected in a manner similar to a stock split or dividend.
See accompanying independent auditors' report.
F-9
<PAGE> 26
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:
INCOME TAXES:
Deferred income taxes are reported using the liability method.
Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
RECENT PRONOUNCEMENTS EFFECTIVE SUBSEQUENT TO 1998
In April 1998, Statement of Position 98-5 "Reporting on the Costs
of Start-Up Activities" ("SOP 98-5") was issued. SOP 98-5
provides guidance on the financial reporting of start-up costs
and organization costs. The SOP is effective for financial
statements for fiscal years beginning after December 15, 1998.
The Company does not anticipate that the adoption of this
statement will have a material effect on its financial
statements.
In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", effective for
fiscal years beginning after June 15, 1999. The Company
anticipates that due to its limited use of derivative
instruments, the adoption of SFAS No. 133 will not have a
material effect on its financial statements.
INTERIM FINANCIAL STATEMENTS (UNAUDITED):
The accompany unaudited financial statements for the interim
period ended August 31, 1999 have been prepared in accordance
with generally accepted accounting principles for interim
financial information and with the instructions to Form 10.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating results for the eight months ended August 31, 1999 are
not necessarily indicative of the results that may be expected
for the year ending December 31, 1999.
(3) CASH RESTRICTED:
In connection with an Escrow Agreement dated July 14, 1999, former
officers of Dead On, Inc. have placed $100,000 in an escrow account. The
funds are to be used for prior obligations of Dead On, Inc. relating to
its apparel, accessory and sports equipment division which was
discontinued in December 1998 (Note 8). The funds are restricted through
January 2000.
See accompanying independent auditors' report.
F-10
<PAGE> 27
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(4) PROPERTY AND EQUIPMENT (UNAUDITED):
A summary is as follows:
<TABLE>
<S> <C>
Equipment $ 87,378
Furniture and fixtures 30,980
--------
118,358
Less accumulated depreciation and amortization 2,118
--------
$116,240
========
</TABLE>
Depreciation and amortization expense totaled $2,118 for the eight
months ended August 31, 1999.
(5) LOANS PAYABLE (UNAUDITED):
The loans are not collateralized, non-interest bearing and due on
demand.
(6) RELATED PARTY TRANSACTION:
During 1997 and 1996, a director of the Company provided office
facilities to the Company. The costs related to the transaction are
immaterial to the financial statements.
(7) COMMON STOCK:
In February 1987, the Company issued 1,000 shares of its common stock
for $1,000. In August 1995, the Company effected a 2,500 for one stock
split for shareholders of record on August 23, 1995.
In September 1998, the Company issued 10,000,000 shares of its common
stock in exchange for all of the membership interest of Dead On, LLC
(Note 1).
In September 1998, the Company commenced a private placement of 220,000
shares of its common stock at a purchase price of $0.25 per share. In
May 1999 (unaudited), the Company commenced a private placement of
1,500,000 shares of the Company's common stock at a purchase price of
$2.00 per share (collectively referred to as the "Private Placements").
The Private Placements were exempt from the registration provisions of
the Act by virtue of Section 4(2) of the Act, as transactions by an
issuer not involving any public offering. The securities issued pursuant
to the Private Placements were restricted securities as defined in Rule
144. The offerings generated proceeds, net of offering costs of
approximately $55,000 and $2,994,000, respectively.
See accompanying independent auditors' report.
F-11
<PAGE> 28
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(7) COMMON STOCK, CONTINUED:
In May 1999 (unaudited), a group of officers, directors and shareholders
of the Company (the "group") formed a new company, Dead On Acquisition
Company, a California Corporation. Subsequent to the formation of Dead
On Acquisition, the group transferred 6,075,000 shares of the Company's
common stock to Dead On Acquisition in exchange for shares of Dead On
Acquisition stock.
On July 14, 1999 (unaudited), 150,000 shares of the Company's common
stock was issued for services rendered in connection with the July 1999
private placement.
Pursuant to a plan approved by One Voice Technologies' Board of
Directors in July 1999 (unaudited), the Company repurchased and retired
10,000,000 shares of its common stock, $.001 par value per share.
(8) DISCONTINUED OPERATIONS:
On December 31, 1998, the Company was the subject of a formal plan to
dispose of substantially all of its assets and liabilities relating to
its apparel, accessory and sports equipment division. In May 1999, the
Company sold substantially all of its assets and liabilities under an
Agreement for Acquisition of Assets of Dead On, Inc. (Note 9) resulting
in a gain of $91,785 including a provision for operating losses during
the phase-out period of $110,788. The loss from operations totaled
$299,161 from revenues of $307,755 for the year ended December 31, 1998.
The Company's results of operations have been classified as discontinued
operations and prior periods have been restated.
(9) AGREEMENT FOR ACQUISITION:
Effective May 14, 1999, in connection with an Agreement for Acquisition
of Assets of Dead On, Inc. with Dead On Acquisition Company, the Company
sold all of its operating assets and liabilities of Dead On, Inc. to
Dead On Acquisition Company for $1.00 (Note 8).
See accompanying independent auditors' report.
F-12
<PAGE> 29
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(10) BUSINESS COMBINATION:
Pursuant to a Merger Agreement and Plan of Reorganization dated June 22,
1999, a merger consummated between the Company and Conversational
Systems, Inc., a California Corporation. The stock-for-stock transaction
was approved by the shareholders of Conversational Systems, after which
Conversational Systems was merged with and into Dead On, Inc., with Dead
On continuing as the surviving corporation in the merger. As a result of
the merger, the separate existence of Conversational Systems ceased.
Under the merger agreement, each outstanding share of Conversational
Systems common stock was converted into the right to receive 700 Dead On
common shares and resulted in the issuance of approximately 7,000,000
shares. This transaction has been accounted for as a pooling of
interests, and accordingly, financial information for periods prior to
the merger reflect retroactive restatement of the companies combined
financial position and operating results. For periods preceding the
merger, there were no intercompany transactions which required
elimination from the combined consolidated results of operations and
there were no adjustments necessary to conform the account practices of
the two companies.
Selected financial information for the combining entities included in
the statement of operations for the eight months ended August 31, 1999
(unaudited), December 31, 1998, and 1997 are as follows:
<TABLE>
<CAPTION>
August 31, December 31, December 31,
1999 1998 1997
----------- ------------ ------------
(Unaudited)
<S> <C> <C> <C>
Net sales:
Dead On $ -- $ -- $ --
Conversational Systems -- -- 25,422
-------- -------- --------
Combined $ -- $ -- $ 25,422
======== ======== ========
Net loss:
Dead On $ -- $318,164 $ 2,100
Conversational Systems 362,161 -- 76,437
-------- -------- --------
Combined $362,161 $318,164 $ 78,537
======== ======== ========
</TABLE>
(11) INCOME TAXES:
For federal income tax return purposes, the Company has available net
operating loss carryforwards of approximately $768,000, which expire
through 2018 and are available to offset future income tax liabilities.
See accompanying independent auditors' report.
F-13
<PAGE> 30
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(11) INCOME TAXES, CONTINUED:
Temporary differences which give rise to deferred tax assets and
liabilities at August 31, 1999 are as follows:
<TABLE>
<S> <C>
Net operating loss carryforwards $ 307,200
Valuation allowance (307,200)
---------
Net deferred taxes $ --
=========
</TABLE>
(12) EMPLOYMENT AGREEMENT (UNAUDITED):
In July 1999, the Company entered into an employment agreement with an
officer stockholder of the Company to pay an annual base salary of
$180,000 through July 2002. Annual increases are determined annually by
the Board of Directors.
Salaries paid totaled $44,505 for the eight month period ending August
31, 1999.
(13) CONSULTING AGREEMENT (UNAUDITED):
In July 1999, the Company entered into a consulting agreement with a
personal service corporation owned by an officer of the Company to pay
an annual consulting fee of $120,000 through July 2002.
Consulting fees totaled $36,650 for the eight month period ending August
31, 1999.
(14) COMMITMENTS:
Effective July 1999, the Company leases its office facility under a
noncancellable operating lease expiring March 31, 2003.
At August 31, 1999, minimum rental payments under the operating lease is
as follows:
<TABLE>
<CAPTION>
Year ending December 31,
<S> <C>
1999 $ 27,720
2000 70,806
2001 75,291
2002 77,301
2003 19,598
--------
$270,716
========
</TABLE>
Building rental expense totaled $6,281 for the eight months ended August
31, 1999 (unaudited).
See accompanying independent auditors' report.
F-14
<PAGE> 31
ONE VOICE TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
YEAR ENDED DECEMBER 31, 1998 AND 1997
(15) INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN (UNAUDITED):
On July 14, 1999, the Company enacted an Incentive and Nonqualified Stock
Option Plan (the "Plan") for its employees and consultants under which a
maximum of 500,000 options may be granted to purchase common stock of the
Company. Two types of options may be granted under the Plan: (1) Incentive
Stock Options (also know as Qualified Stock Options) which may only be
issued to employees of the Company and whereby the exercise price of the
option is not less than the fair market value of the common stock on the
date it was reserved for issuance under the Plan; and (2) Nonstatutory
Stock Options which may be issued to either employees or consultants of
the Company and whereby the exercise price of the option is greater than
85% of the fair market value of the common stock on the date it was
reserved for issuance under the plan. Grants of options may be made to
employees and consultants without regard to any performance measures. All
options issued pursuant to the Plan vest at the rate of 20% per year over
a five-year period from the date of the grant. All options issued pursuant
to the Plan are nontransferable and subject to forfeiture. As of December
31, 1998, the Company had not issued any options pursuant to the Plan.
The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under FASB Statement No.
123, "Accounting for Stock-Based Compensation," requires use of option
valuation models that were not developed for use in valuing employee stock
options. Under APB 25, because the exercise price of the Company's
employee stock options equals the market price of the underlying stock on
the date of grant, no compensation expense is recognized.
(16) CONTINGENCIES:
The Company is party to various legal proceedings arising from the
discontinued operations of the Company's apparel division (Note 8).
Although the ultimate disposition of these proceedings is not
determinable, management, based on advice of legal counsel, does not
believe that adverse determinations in any or all of such proceedings will
have a material adverse effect on the financial position of the Company.
See accompanying independent auditors' report.
F-15
<PAGE> 32
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 1 Underwriting agreement None
Exhibit 2 Plan of acquisition, reorganization or liquidation Included
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 7 Opinion re: liquidation preference None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Material contracts Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 14 Material foreign patents None
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
Exhibit 28 Reports furnished to State insurance agencies None
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
One Voice Technologies, Inc.
Date 9-30-99 By /s/ DEAN WEBER
------------------------ --------------------------------------
Dean Weber, President & Director
Date 9-30-99 By /s/ RAHOUL SHARAN
------------------------ --------------------------------------
Rahoul Sharan, Director
17
<PAGE> 1
EXHIBIT 2
[UNITED STATES DEPARTMENT OF COMMERCE LETTERHEAD AND LOGO]
March 16, 1999
PTAS
PILLSBURY MADISON & SUTRO LLP
JAMES Y.C. SZE
I.P. GROUP, NINTH FLOOR, EAST TOWER
1100 NEW YORK AVENUE, N.W.
WASHINGTON, D.C. 20005-3918
UNITED STATES PATENT AND TRADEMARK OFFICE
NOTICE OF RECORDATION OF ASSIGNMENT DOCUMENT
THE ENCLOSED DOCUMENT HAS BEEN RECORDED BY THE ASSIGNMENT DIVISION OF THE U.S.
PATENT AND TRADEMARK OFFICE. A COMPLETE MICROFILM COPY IS AVAILABLE AT THE
ASSIGNMENT SEARCH ROOM ON THE REEL AND FRAME NUMBER REFERENCED BELOW.
PLEASE REVIEW ALL INFORMATION CONTAINED ON THIS NOTICE. THE INFORMATION
CONTAINED ON THIS RECORDATION NOTICE REFLECTS THE DATA PRESENT IN THE PATENT
AND TRADEMARK ASSIGNMENT SYSTEM. IF YOU SHOULD FIND ANY ERRORS OR HAVE
QUESTIONS CONCERNING THIS NOTICE, YOU MAY CONTACT THE EMPLOYEE WHOSE NAME
APPEARS ON THIS NOTICE AT 703-308-9723. PLEASE SEND REQUEST FOR CORRECTION TO:
U.S. PATENT AND TRADEMARK OFFICE, ASSIGNMENT DIVISION, BOX ASSIGNMENTS, CG-4,
1213 JEFFERSON DAVIS HWY, SUITE 320, WASHINGTON, D.C. 20231.
RECORDATION DATE: 11/20/1998 REEL/FRAME: 9601/0896
NUMBER OF PAGES: 3
BRIEF: ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS).
ASSIGNOR:
WEBER, DEAN DOC DATE: 11/17/1998
ASSIGNEE:
CONVERSATIONAL SYSTEMS
INCORPORATED
9974 SCRIPPS RANCH BLVD., SUITE 307
SAN DIEGO, CALIFORNIA 92131
SERIAL NUMBER: 09150459 FILING DATE: 09/09/1998
PATENT NUMBER: ISSUE DATE:
TARA WASHINGTON, EXAMINER PILLSBURY MADISON & SUTRO
ASSIGNMENT DIVISION RECEIVED
OFFICE OF PUBLIC RECORDS MAR 22, 1999
WASHINGTON, D.C.
<PAGE> 2
[UNITED STATES DEPARTMENT OF COMMERCE LETTERHEAD AND LOGO]
March 16, 1999
PTAS
PILLSBURY MADISON & SUTRO LLP
JAMES Y.C. SZE
1100 NEW YORK AVENUE, N.W. UPC BAR CODE
NINTH FLOOR, EAST TOWER *100910983A*
WASHINGTON, D.C. 20005-3918
UNITED STATES PATENT AND TRADEMARK OFFICE
NOTICE OF RECORDATION OF ASSIGNMENT DOCUMENT
THE ENCLOSED DOCUMENT HAS BEEN RECORDED BY THE ASSIGNMENT DIVISION OF THE U.S.
PATENT AND TRADEMARK OFFICE. A COMPLETE MICROFILM COPY IS AVAILABLE AT THE
ASSIGNMENT SEARCH ROOM ON THE REEL AND FRAME NUMBER REFERENCED BELOW.
PLEASE REVIEW ALL INFORMATION CONTAINED ON THIS NOTICE. THE INFORMATION
CONTAINED ON THIS RECORDATION NOTICE REFLECTS THE DATA PRESENT IN THE PATENT
AND TRADEMARK ASSIGNMENT SYSTEM. IF YOU SHOULD FIND ANY ERRORS OR HAVE
QUESTIONS CONCERNING THIS NOTICE, YOU MAY CONTACT THE EMPLOYEE WHOSE NAME
APPEARS ON THIS NOTICE AT 703-308-9723. PLEASE SEND REQUEST FOR CORRECTION TO:
U.S. PATENT AND TRADEMARK OFFICE, ASSIGNMENT DIVISION, BOX ASSIGNMENTS, CG-4,
1213 JEFFERSON DAVIS HWY, SUITE 320, WASHINGTON, D.C. 20231.
RECORDATION DATE: 11/20/1998 REEL/FRAME: 9602/0196
NUMBER OF PAGES: 3
BRIEF: ASSIGNMENT OF ASSIGNOR'S INTEREST (SEE DOCUMENT FOR DETAILS).
ASSIGNOR:
WEBER, DEAN DOC DATE: 11/17/1998
ASSIGNEE:
CONVERSATIONAL SYSTEMS
INCORPORATED
9974 SCRIPPS RANCH BLVD., SUITE 307
SAN DIEGO, CALIFORNIA 92131
SERIAL NUMBER: 09166198 FILING DATE: 10/05/1998
PATENT NUMBER: ISSUE DATE:
MARY BENTON, EXAMINER PILLSBURY MADISON & SUTRO
ASSIGNMENT DIVISION RECEIVED
OFFICE OF PUBLIC RECORDS MAR 22, 1999
WASHINGTON, D.C.
<PAGE> 3
UNITED STATES DEPARTMENT OF COMMERCE
FILING RECEIPT Patent and Trademark Office
[LOGO] ASSISTANT SECRETARY AND COMMISSIONER
CORRECTED OF PATENTS AND TRADEMARKS
Washington, D.C. 20231
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
APPLICATION NUMBER FILING DATE GRP ART UNIT FIL FEE REC'D ATTORNEY DOCKET NO. DRWGS TOT CL IND CL
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
09/166,198 10/05/98 2741 $460.00 PMS-251868 13 14 3
- ----------------------------------------------------------------------------------------------------------
</TABLE>
PILLSBURY MADISON & SUTRO
INTELLECTUAL PROPERTY GROUP
1100 NEW YORK AVENUE NW
NINTH FLOOR EAST TOWER
WASHINGTON, DC 20005-3918
Receipt is acknowledged of the nonprovisional Patent Application. It will be
considered in its order and you will be notified as to the results of the
examination. Be sure to provide the U.S. APPLICATION NUMBER, FILING DATE, NAME
OF APPLICANT, and TITLE OF INVENTION when inquiring about this application.
Fees transmitted by check or draft are subject to collection. Please verify the
accuracy of the data presented on this receipt. If an error is noted on this
Filing Receipt, please write to the Application Processing Division's Customer
Correction Branch within 10 days of receipt. Please provide a copy of the
Filing Receipt with the changes noted thereon.
Applicant(s)
DEAN WEBER, SAN DIEGO, CA.
CONTINUING DATA AS CLAIMED BY APPLICANT -
THIS APPLN IS A CIP OF 09/150,459 09/09/98
FOREIGN FILING LICENSE GRANTED 10/22/98 * SMALL ENTITY *
TITLE
NETWORK INTERACTIVE USER INTERFACE USING SPEECH RECOGNITION AND NATURAL LANGUAGE
PROCESSING
PRELIMINARY CLASS: 704
PILLSBURY MADISON & SUTRO
RECEIVED
DEC 10, 1998
WASHINGTON, D.C.
<PAGE> 4
UNITED STATES DEPARTMENT OF COMMERCE
FILING RECEIPT Patent and Trademark Office
[LOGO] ASSISTANT SECRETARY AND COMMISSIONER
CORRECTED OF PATENTS AND TRADEMARKS
Washington, D.C. 20231
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
APPLICATION NUMBER FILING DATE GRP ART UNIT FIL FEE REC'D ATTORNEY DOCKET NO. DRWGS TOT CL IND CL
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
09/150,459 09/09/98 2756 $614.00 PMS-251858 7 34 2
- ----------------------------------------------------------------------------------------------------------
</TABLE>
PILLSBURY MADISON & SUTRO
INTELLECTUAL PROPERTY GROUP
1100 NEW YORK AVENUE NW
NINTH FLOOR EAST TOWER
WASHINGTON, DC 20005-3918
Receipt is acknowledged of this nonprovisional Patent Application. It will be
considered in its order and you will be notified as to the results of the
examination. Be sure to provide the U.S. APPLICATION NUMBER, FILING DATE, NAME
OF APPLICANT, and TITLE OF INVENTION when inquiring about this application.
Fees transmitted by check or draft are subject to collection. Please verify the
accuracy of the data presented on this receipt. If an error is noted on this
Filing Receipt, please write to the Application Processing Division's Customer
Correction Branch within 10 days of receipt. Please provide a copy of the
Filing Receipt with the changes noted thereon.
Applicant(s)
DEAN WEBER, SAN DIEGO, CA.
FOREIGN FILING LICENSE GRANTED 09/24/98 * SMALL ENTITY *
TITLE
INTERACTIVE USER INTERFACE USING SPEECH RECOGNITION AND NATURAL LANGUAGE
PROCESSING
PRELIMINARY CLASS: 395
PILLSBURY MADISON & SUTRO
RECEIVED
DEC 04, 1998
WASHINGTON, D.C.
<PAGE> 5
ARTICLES OF MERGER
OF
CONVERSATIONAL SYSTEMS, INC.
(a California corporation)
INTO
DEAN ON, INC.
(a Nevada corporation)
FIRST: The name of the surviving entity is Dead On, Inc., and the place
of its organization is the jurisdiction of Nevada. The name and place of
organization of the entity being merged into the surviving entity is
Conversational Systems, Inc., organized in the jurisdiction of California, the
laws of which permit this merger.
SECOND: A plan of merger was adopted by each entity that is a party to
this merger.
THIRD: The plan of merger was submitted to the owners of Dead On, Inc. by
the directors thereof pursuant to Chapter 78 of the Nevada Revised Statutes.
FOURTH: The designation, percentage of total vote or votes entitled to be
cast and the total number of undisputed votes or undisputed total percentage of
owner's interests cast for the plan, by each class of owner's interests of Dead
On, Inc. entitled to vote separately on the plan is as follows:
<TABLE>
<CAPTION>
Undisputed Votes of Owners'
Designation Votes Entitled To Be Cast Interests For
- ----------- ------------------------- ---------------------------
<S> <C> <C>
Common Stock 12,720,000 10,000,000
</TABLE>
FIFTH: The number of votes or percentage of owners' interests cast for
the plan by the owners of each class of interests of Dead On, Inc. was
sufficient for approval by the owners of that class.
SIXTH: The Articles of Incorporation of Dead On, Inc. was amended as
provided by the plan of merger, as follows:
FIRST: The name of the corporation is ConversIt.Com.Inc.
SEVENTH: The complete executed Plan of Merger is on file at the place of
business of Dead On, Inc., located at 9974 Scripps Ranch Blvd., Suite 307, San
Diego, California, and a copy of the plan will be furnished by Dead On, Inc. on
request and without cost to any owner of any entity which is a party to this
merger.
EIGHTH: All entities party to this merger have complied with the laws of
their
<PAGE> 6
respective jurisdiction of organization concerning this merger.
DEAD ON, INC.
/s/ JEFF COBB
--------------------------------------
Jeff Cobb, President
--------------------------------------
Wendell Nunes, Secretary
STATE OF California )
)
COUNTY OF Orange )
On July 13, 1999 before me, Virginia Leavitt, Notary Public, personally
appeared Jeff Cobb, personally known to me, or proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity, and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.
VIRGINIA LEAVITT Witness my hand and official seal.
Commission # 1198265
[SEAL] Notary Public - California /s/ VIRGINIA LEAVITT
Orange County ----------------------------------
My Comm. Expires Oct 30, 2002
STATE OF ___________ )
)
COUNTY OF __________ )
On ________, 1999 before me, ________________, Notary Public, personally
appeared _____________, personally known to me, or proved to me on the basis of
satisfactory evidence to be the person(s) whose name is/are subscribed to the
within instrument and acknowledged to me that he executed the same in his
authorized capacity, and that by his/her/their signature on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the
instrument.
Witness my hand and official seal.
----------------------------------
<PAGE> 7
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CONVERSIT.COM, INC.
Dean Weber, President and Secretary of Conversit.com, Inc., does hereby
certify:
1. The name of the corporation is Conversit.com, Inc. (the
"Corporation").
2. The Board of Directors of the corporation duly adopted the
following resolutions effective September 9, 1999:
NOW, THEREFORE, BE IT RESOLVED, that Article FIRST of the Articles
of Incorporation of the Corporation be amended to read as follows:
FIRST: The name of the corporation is One Voice Technologies,
Inc.
RESOLVED, FURTHER, that the officers of the Company are authorized
and directed to take such actions as are necessary in their
discretion to effectuate the purposes of each of the above
resolutions, including but not limited to the execution, delivery
and filing of all necessary certificates, applications and other
documents and the payment of all necessary fees in connection
therewith.
3. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 11,370,000 and the
foregoing change and amendment have been consented to and approved by the vote
of the shareholders of the Corporation holding at least a majority of each
class of stock outstanding and entitled to vote thereon.
September 9, 1999 /s/ DEAN WEBER
-----------------------------------
Dean Weber, President
/s/ DEAN WEBER
-----------------------------------
Dean Weber, Secretary
State of California )
) ss.
County of San Diego )
On September 9, 1999, before me, Kai Wang, Notary Public, personally
appeared Dean Weber, who acknowledged to me that he executed the above
instrument in his authorized capacity, and that by his signature on the
instrument the person, or the entity on behalf of which the person acted,
executed the instrument.
KAI WANG Witness my hand and official seal.
Commission # 1213720
[SEAL] Notary Public - California
San Diego County /s/ KAI WANG
My Comm. Expires Mar 31, 2000 -----------------------------------
Notary Public
<PAGE> 8
ACTION BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF CONVERSIT.COM, INC.
The actions set forth below are taken by unanimous written consent of the
Board of Directors (the "Board") of Conversit.Com, Inc., a Nevada corporation
(the "Company") without a meeting, and in accordance with the Nevada General
Corporation Law and the Bylaws of the Company;
WHEREAS, the Board deems it to be in the best interests of
the Company to change the name of the Company to One Voice
Technologies, Inc. and to change the trading symbol of the
Company on the OTC Bulletin Board;
NOW, THEREFORE, BE IT RESOLVED that Article
FIRST of the Articles of Incorporation of the
Corporation be amended to read as follows;
FIRST: The name of this corporation is
One Voice Technologies, Inc.
RESOLVED, FURTHER, that the trading symbol of
the Company's common stock on the OTC
Bulletin Board be changed from "CVST" to a
trading symbol selected by the President of
the Company.
RESOLVED, FURTHER, that the officers of the
Company are authorized and directed to take such
actions as are necessary in their discretion to
effectuate the purposes of each of the above
resolutions, including but not limited to the
execution, delivery and filing of all necessary
certificates, applications and other documents
and the payment of all necessary fees in
connection therewith.
IN WITNESS WHEREOF, the undersigned directors caused this Consent to be
executed as of September 9, 1999.
/s/ Dean Weber
---------------------------------
Dean Weber
/s/ George Kaelin
---------------------------------
George Kaelin
/s/ Rahoul Sharan
---------------------------------
Rahoul Sharan
<PAGE> 9
ACTION BY WRITTEN CONSENT
OF THE SHAREHOLDERS
OF CONVERSIT.COM, INC.
The actions set forth below are taken by written consent of the holders of
a majority of the common stock (the "Shareholders") of ConversIt.Com, Inc., a
Nevada corporation (the "Company"), without a meeting, and in accordance with
the Nevada General Corporation Law and the Bylaws of the Company:
WHEREAS, the Shareholders deem it to be in the best interests
of the Company to change the name of the Company to One
Voice Technologies, Inc. and to change the trading symbol of
the Company on the OTC Bulletin Board;
NOW, THEREFORE, BE IT RESOLVED, that Article
FIRST of the Articles of Incorporation of the
Corporation be amended to read as follows:
FIRST: The name of this corporation is One
Voice Technologies, Inc.
RESOLVED, FURTHER, that the trading symbol of
the Company's common stock on the OTC
Bulletin Board be changed from "CVST" to a
trading symbol selected by the President of
the Company.
RESOLVED, FURTHER, that the directors and
office of the Company are authorized and
directed to take such actions as are
necessary in their discretion to effectuate
the purposes of each of the above
resolutions, including but not limited to the
execution, delivery and filing of all necessary
certificates, applications and other
documents and the payment of all necessary
fees in connection therewith.
[The remainder of this page has been
intentionally left blank.]
<PAGE> 10
IN WITNESS WHEREOF, the undersigned shareholders caused this Consent to be
executed as of September 9, 1999.
/s/ DEAN WEBER
----------------------------------------
Dean Weber
/s/ MAUREEN WEBER
----------------------------------------
Maureen Weber
/s/ GEORGE KAELIN
----------------------------------------
George Kaelin
/s/ Lynne Kaelin
----------------------------------------
Lynne Kaelin
/s/ KENNETH TURCK
----------------------------------------
Kenneth Turck
/s/ SUSAN TURCK
----------------------------------------
Susan Turck
/s/ KARCH MARIN
----------------------------------------
Karch Marin
/s/ LORRAINE KAELIN
----------------------------------------
Lorraine Kaelin
2
<PAGE> 11
MINUTES OF SPECIAL MEETING OF
SHAREHOLDERS OF DEAD ON, INC., A NEVADA CORPORATION
A Special Meeting of Shareholders of Dead On, Inc. (the "Company"), who
validly hold stock that is validly issued and outstanding on the books and
records of the Company as of the record date of June 18, 1999, was held on July
9, 1999 at the offices of the Company at 388 Market Street, Suite 500 San
Francisco, CA 94111 at the hour of 10:00 a.m. The Special Meeting was validly
held pursuant to the Nevada General Corporation Law and the Bylaws of the
Company. Notice of the Special Meeting and a Proxy Statement outlining the
issues to be voted upon at the Special Meeting were mailed to the shareholders
of the Company on or about June 23, 1999.
The meeting was called to order by Jeff Cobb, who chaired the meeting,
and was also attended by Wendell Nunes, Secretary of the Company, who together
constituted the entire Board of Directors of the Company. The Chairman then
reported there were in attendance shares representing 10,000,000 of the
12,720,00 issued and outstanding shares of the Company, which shares represented
a quorum.
There being 10,000,000 shares validly issued, in attendance and entitled
to vote at this Special Meeting of Shareholders, and upon completion of
discussion and upon motion duly made, seconded, and carried, a vote was then
taken for items 1 through 4, as presented below:
1. For stockholders of Dead On to consider and vote upon a proposal to
approve the Merger and Merger Agreement and Plan of Reorganization,
dated June 22, 1999, by and among Dead On and certain Principals of
Dead On, on the one hand, and Conversational Systems, Inc., a
California corporation ("CSI"), and certain shareholders of CSI, on
the other hand, whereby CSI will be merged with and into Dead On
with Dead On as the surviving corporation, on the terms and
conditions set forth in the Merger Agreement, which calls for the
issuance of 7,000,000 shares of Dead On common stock, par value
$0.001 per share, in exchange for all the issued and outstanding
common stock, no par value, of CSI.
2. For stockholders of Dead On to consider and vote upon a proposal to
approve the change in the name of Dead On to "ConversIt.com, Inc."
The proposed name change for Dead On is to provide association of
the post-merger company with the name of CSI's internet voice
command product ConversIt;
3. For stockholders to consider and vote upon a proposal to elect Dean
Weber, George Kaelin, and Rahoul Sharan as the directors of the
surviving entity; and
4. For stockholders to consider and vote upon a proposal to approve of
the waiver of Article 6 of the exchange agreement, dated September
9, 1998, between Belridge Holdings, Corp. (BHC) and Dead On, LLC,
whereby BHC covenanted not to perform a reverse stock split of the
BHC stock for a period of two years from the date of the exchange
agreement, except to the extent reasonably necessary for bona fide
capital raising or corporate finance purposes and with the approval
of Craig
<PAGE> 12
Shaber, acting as agent for the pre-closing Shareholders of BHC.
A tally of votes for items 1 through 4, inclusive, was taken, there being
10,000,000 common shares validly issued, outstanding, present and entitled to
vote at this Special Meeting of Shareholders, there were 10,000,000 voting in
the affirmative or items 1 through 4, inclusive, and zero nays.
There being a sufficient majority that voted in the affirmative for
approval of the above items, be it THEREFORE RESOLVED THAT:
1. The Company shall take the necessary and proper steps to finalize and
complete the Merger Agreement and Plan of Reorganization, dated June
22, 1999, by and among Dead On and Certain Principals of Dead On, on
the one hand, and Conversational Systems, Inc., a California
corporation ("CSI"), and certain shareholders of CSI, on the other
hand, on the terms and conditions set forth in the Merger Agreement,
which calls for the issuance of 7,000,000 shares of Dead On common
stock, par value $0.001 per share, in exchange for all the issued and
outstanding common stock, no par value, of CSI;
2. The Company shall change the name of Dead On to "ConversIt.com, Inc.",
which shall provide association of the post-merger company with the
name of CSI's internet voice command product ConversIt;
3. Dean Weber, George Kaelin, and Rahoul Sharan are to be elected as the
directors of the surviving entity; and,
4. The Company shall waive Article 6 of the exchange agreement, dated
September 9, 1998, between Belridge Holdings, Corp. (BHC) and Dead
On, LLC, whereby BHC covenanted not to perform a reverse stock split
of the BHC stock for a period of two years from the date of the
exchange agreement, except to the extent reasonably necessary for
bona fide capital raising or corporate finance purposes and with the
approval of Craig Shaber, acting as agent for the pre-closing
Shareholders of BHC.
There being no other business to properly come before the Special Meeting,
the Meeting was then adjourned.
Dated this 9th day of July, 1999.
/s/ JEFF COBB
-------------------------------------------------
Jeff Cobb, Chairman and Chief Operating Officer
/s/ WENDELL NUNES
-------------------------------------------------
Wendell Nunes, Secretary
<PAGE> 1
EXHIBIT 3(i)
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
AUG 23, 1995
ARTICLES OF INCORPORATION
OF
BELRIDGE HOLDINGS CORP.
FIRST: Name.
The name of the corporation is BELRIDGE HOLDINGS CORP. (the
"Corporation").
SECOND: Registered Office and Agent.
The address of the registered office of the Corporation in the State of
Nevada is 3566 So. Polaris Ave., #4A, Las Vegas, NV. 89103, in the City of Las
Vegas, County of Clark. The name and address of the Corporation's registered
agent in the State of Nevada is All Corporate Services, at said address, until
such time as another agent is duly authorized and appointed by the Corporation.
THIRD: Purposes and Business.
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may now or hereafter be organized under the Nevada
Revised Statues of the State of Nevada, including, but not limited to the
following:
(a) The Corporation may at any time exercise such rights, privileges
and powers, when not inconsistent with the purposes and object
for which this Corporation is organized;
(b) The Corporation shall have the power to have succession by its
corporate name in perpetuity, or until dissolved and its
affairs would up according to law;
(c) The Corporation shall have the power to sue and be sued in any
court of law or equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and convey
real and personal estate and to mortgage or lease any such real
and personal estate with its franchises. The power to hold real
and personal estate shall include the power to take the same by
devise or bequest in the State of Nevada, or in any other state,
territory or country;
(f) The Corporation shall have power to appoint such officers and
agents as the affairs of the Corporation shall require and allow
them suitable compensation;
(g) The Corporation shall have power to make bylaws not inconsistent
with the constitution or laws of the United States, or of the
State of Nevada, for the management, regulation and government
of its affairs and property, the transfer of its stock, the
transaction of its business and the calling and holding of
meetings of stockholders;
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(h) The Corporation shall have the power to wind up and dissolve
itself, or be wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a common seal
or stamp, or not to use such seal or stamp and if one is used, to
alter the same. The use of a seal or stamp by the Corporation on
any corporate documents is not necessary. The Corporation may use a
seal or stamp, if it desires, but such use or non-use shall not in
any way affect the legality of the document;
(j) The Corporation shall have the power to borrow money and contract
debts when necessary for the transaction of its business, or for
the exercise of its corporate rights, privileges, or franchises, or
for any other lawful purpose of its incorporation; to issue bonds,
promissory notes, bills of exchange, debentures and other
obligations and evidence of indebtedness, payable at a specified
time or times, or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or otherwise, or
unsecured, for money borrowed, or in payment for property
purchased, or acquired, or for another lawful object;
(k) The Corporation shall have the power to guarantee, purchase, hold,
sell, assign, transfer, mortgage, pledge or otherwise dispose of
the shares of the capital stock of, or any bonds, securities or
evidence of indebtedness created by any other corporation or
corporations of the State of Nevada, or any other state or
government and, while the owner of such stock, bonds, securities or
evidence of indebtedness, to exercise all the rights, powers and
privileges of ownership, including the right to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefor its
capital, capital surplus, surplus or other property or fund;
(m) The Corporation shall have the power to conduct business, have one
or more offices and hold, purchase, mortgage and convey real and
personal property in the State of Nevada and in any of the several
states, territories, possessions and dependencies of the United
States, the District of Columbia and any foreign country;
(n) The Corporation shall have the power to do all and everything
necessary and proper for the accomplishment of the objects
enumerated in its articles of incorporation, or any amendments
thereof, or necessary or incidental to the protection and benefit
of the Corporation and, in general, to carry on any lawful business
necessary or incidental to the attainment of the purposes of the
Corporation, whether or not such business is similar in nature to
the purposes set forth in the articles of incorporation of the
Corporation, or any amendment thereof;
(o) The Corporation shall have the power to make donations for the
public welfare or for charitable, scientific or educational
purposes;
(p) The Corporation shall have the power to enter partnerships, general
or limited, or joint ventures, in connection with any lawful
activities.
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FOURTH: Capital Stock.
1. Classes and Number of Shares. The total number of shares of all classes
of stock, which the Corporation shall have authority to issue is Sixty Million
(60,000,000), consisting of Fifty Million (50,000,000) shares of Common Stock,
par value of $0.001 per share (the "Common Stock") and Ten Million (10,000,000)
shares of Preferred Stock, par value of $.001 per share (the "Preferred Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding common stock
shall have any preemptive or other right to subscribe for any additional
un-issued or treasury shares of stock or for other securities of any class, or
for rights, warrants or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or carrying stock purchase
warrants or privileges unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to give
consent, the holders of the outstanding shares of the Common Stock shall be
entitled to cast thereon one (1) vote in person or by proxy for each share of
the Common Stock standing in his name.
(c) Dividends and Distributions.
(i) Cash Dividends. Subject to the rights of holders of
Preferred Stock, holders of Common Stock shall be entitled to
receive such cash dividends as may be declared thereon by the Board
of Directors from time to time out of assets or funds of the
Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of
Directors may issue shares of the Common Stock in the form of a
distribution or distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the
Nevada Revised Statutes and as may otherwise be provided in these
Articles of Incorporation, each share of the Common Stock shall
have identical powers, preferences and rights, including rights in
liquidation;
3. Preferred Stock. The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time to time, by the Board of
Directors in its sole discretion, authority to do so being hereby expressly
vested in such Board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock and the Preferred Stock
herein authorized in accordance with the terms and conditions set forth in
these Articles of Incorporation for such purposes, in such amounts, to such
persons, corporations, or entities, for such consideration and in the case of
the Preferred Stock, in one or more series, all as the Board of Directors in
its discretion may determine and without any vote or other action by the
stockholders, except as otherwise required by law. The Board of Directors, from
time to time, also may authorize, by resolution, options, warrants and other
rights convertible into Common or Preferred stock (collectively "securities.")
The securities must be issued for such consideration, including cash, property,
or services, as the Board of Directors may deem appropriate, subject to the
requirement that the
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value of such consideration be no less than the par value of the shares issued.
Any shares issued for which the consideration so fixed has been paid or
delivered shall be fully paid stock and the holder of such shares shall not be
liable for any further call or assessment or any other payment thereon,
provided that the actual value of such consideration is not less than the par
value of the shares so issued. The Board of Directors may issue shares of the
Common Stock in the form of a distribution or distributions pursuant to a stock
dividend or split-up of the shares of the Common Stock only to the then holders
of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of stockholders
of the Corporation.
FIFTH: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by
statute and subject to Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind, alter or amend in any respect
the Bylaws of the Corporation (the "Bylaws").
SIXTH: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the Bylaws may also be adopted,
repealed, rescinded, altered or amended in any respect by the stockholders of
the Corporation, but only by the affirmative vote of the holders of not less
than seventy-five percent (75%) of the voting power of all outstanding shares
of voting stock, regardless of class and voting together as a single voting
class.
SEVENTH: Board of Directors.
The business and affairs of the Corporation shall be managed by and under
the direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 of Article Fourth hereof in connection with rights to
elect additional directors under specified circumstances, which may be granted
to the holders of any class or series of Preferred Stock, the exact number of
directors of the Corporation shall be determined from time to time by a Bylaw
or amendment thereto, providing that the number of directors shall not be
reduced to less than two (2). The directors holding office at the time of the
filing of these Articles of Incorporation shall continue as directors until the
next annual meeting and/or until their successors are duly chosen.
EIGHTH: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall serve
for a term ending on the date of the third Annual Meeting of Stockholders of
the Corporation (the "Annual Meeting") following the Annual Meeting at which
such director was elected. All directors, shall have equal standing.
Notwithstanding the foregoing provisions of this Article Eighth each
director shall serve until his successor is elected and qualified or until his
death, resignation or removal; no decrease in the authorized number of
directors shall shorten the term of any incumbent director; and additional
directors, elected pursuant to Section 4 of Article Fourth hereof in connection
with rights to elect such additional directors under specified circumstances,
which may be granted to the holders of any class or series of Preferred Stock,
shall not be included in any class, but shall serve for such term or terms and
pursuant to such other provisions as are specified in the resolution of the
Board of Directors establishing such class or series.
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<PAGE> 5
NINTH: Vacancies on Board of Directors.
Except as may otherwise be provided pursuant to Section 4 of Article
Fourth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of Directors
resulting from death, resignation, removal or other causes, shall be filled
solely by the affirmative vote of a majority of the remaining directors then in
office even though less than a quorum of the Board of Directors. Any director
elected in accordance with the preceding sentence shall hold office for the
remainder of the full term of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified or until such director's death, resignation or
removal, whichever first occurs.
TENTH: Removal of Directors.
Except as may otherwise be provided pursuant to Section 4 of Article
Fourth hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, any director may be removed from office only for
cause and only by the affirmative vote of the holders of not less a majority of
the voting power of all outstanding shares of voting stock entitled to vote in
connection with the election of such director, provided, however, that where
such removal is approved by a majority of the Directors, the affirmative vote
of a majority of the voting power of all outstanding shares of voting stock
entitled to vote in connection with the election of such director shall be
required for approval of such removal. Failure of an incumbent director to be
nominated to serve an additional term of office shall not be deemed a removal
from office requiring any stockholder vote.
ELEVENTH: Stockholder Action.
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors, in
which case such action may be authorized or taken by the written consent of the
holders of outstanding shares of Voting Stock having not less than the minimum
voting power that would be necessary to authorize or take such action at a
meeting of stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable law and these
Articles have been satisfied.
TWELFTH: Special Stockholder Meeting.
Special meetings of the stockholders of the Corporation for any purpose
or purposes may be called at any time by a majority of the Board of Directors
or by the Chairman of the Board or the President. Special meetings may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting,within the limits fixed by law.
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<PAGE> 6
THIRTEENTH: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or without
the State of Nevada, as the Bylaws may provide. The books of the Corporation
may be kept (subject to any provision of the Nevada Revised Statutes) outside
the State of Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
FOURTEENTH: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever and the stockholders shall
not be personally liable for the payment of the corporation's debts.
FIFTEENTH: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of the
State of Nevada, the stockholders of the Corporation shall be entitled to the
statutory appraisal rights provided therein, with respect to any Business
Combination involving the Corporation and any stockholder (or any affiliate or
associate of any stockholder), which requires the affirmative vote of the
Corporation's stockholders.
SIXTEENTH: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or
amend in any respect any provision contained in these Articles of Incorporation
in the manner now or hereafter prescribed by applicable law and all rights
conferred on stockholders herein are granted subject to this reservation.
SEVENTEENTH: Term of Existence.
The Corporation is to have perpetual existence.
EIGHTEENTH: Liability of Directors.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving any act or omission of any
such director or officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or, which involve intentional misconduct or a knowing violation
of law, (iii) under applicable Sections of the Nevada Revised Statutes, (iv)
the payment of dividends in violation of Section 78.300 of the Nevada Revised
Statues or, (v) for any transaction from which the director derived an improper
personal benefit. Any repeal or modification of this Article by the
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 or omissions prior to such repeal or
modification.
NINETEENTH: Name and Address of first Director and Incorporator.
The name and address of the first Director and incorporator of the
Corporation is:
V. Martins
3566 S. Polaris Ave., Ste. 4-A
Las Vegas, NV 89103
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I, THE UNDERSIGNED, being the first director and incorporator herein
before named, for the purpose of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make these Article, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 23rd day of
August 1995.
/s/ V. MARTINS
----------------------------------------
V. Martins
VERIFICATION
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 23rd day of August 1995, before me, the undersigned, a Notary
Public in and for said State, personally appeared V. Martins personally known
to me (or proved to me on the basis of satisfactory evidence) to be the person
who subscribed her name to the Articles of Incorporation and acknowledged to me
that she executed the same freely and voluntarily and for the use and purposes
therein mentioned.
WITNESS MY HAND AND OFFICIAL SEAL.
(SEAL) NOTARY PUBLIC
STATE OF NEVADA
County of Clark
Michael D. McCarthy
My Appointment Expires Aug. 4, 1997
/s/ MICHAEL D. MCCARTHY
----------------------------------------
Notary Public in and for the
County of Clark,
State of Nevada.
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<PAGE> 8
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 25 1998
No. C14365-95
/s/ DEAN HELLER
DEAN HELLER, SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
BELRIDGE HOLDINGS, CORP.,
A Nevada Corporation
Pursuant to the provisions of Nevada Revised Statutes, Title 7, Chapter
78, it is hereby certified that:
FIRST: The name of the corporation (the "corporation") is Belridge
Holdings, Corp.
SECOND: The Board of Directors of the corporation duly adopted the
following resolutions on September 15, 1998:
RESOLVED, that it is advisable in the judgment of the Board of Directors of
the Corporation that the name of the Corporation be changed, and that in
order to accomplish the same, Article FIRST of the Articles of
Incorporation be amended to read in its entirety as follows:
FIRST: Name. The name of this corporation is Dead On, Inc. (the
"Corporation").
RESOLVED FURTHER, that the Corporation's officers are authorized and
directed to submit the foregoing Amendment of Articles of Incorporation to
the Corporation's shareholders for their approval;
RESOLVED FURTHER, that in the event the shareholders shall adopt the
foregoing proposed amendment by a vote in favor thereof by at least a
majority of the voting power or by a written consent of shareholders
without a meeting, signed by shareholders holding at least a majority of
voting power of the Corporation, which such written consent without a
meeting by majority vote is authorize pursuant to Article ELEVENTH of the
Corporation's Articles of Incorporation and NRS 78.320, then the
Corporation is authorized to make by the hands of its President and
Secretary a certificate setting forth the said amendment and to cause the
same to be filed pursuant to the provisions of NRS Chapter 78.
THIRD: The total number of outstanding shares having voting power of the
corporation is 12,500,000, and the total number of votes entitled to be cast by
the holders of all said outstanding shares is 12,500,000.
FOURTH: The holders of 10,000,000 of the issued and outstanding 12,500,000
shares, which 10,000,000 constitute a majority of the voting power of the
corporation, adopted the
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amendment herein certified by a consent in writing, signed by the shareholders
holding 10,000,000 shares, in accordance with the provisions of Nevada Revised
Statutes, Title 7, Section 78.320, and Article ELEVENTH of the corporation's
Articles of Incorporation.
Signed on September 15, 1998.
/s/ SCOTT SMITH
---------------------------
Scott Smith, President
/s/ JEFF COBB
---------------------------
Jeff Cobb, Secretary
[NOTARY BLOCK]
- -------------------------------------
MADELINE REYNOLDS SUBSCRIBED AND SWORN TO BEFORE ME
Commission #1159960 THIS 23 DAY OF SEPT. 1998
[SEAL] Notary Public - California
/s/ MADELINE REYNOLDS
Los Angeles County ----------------------------
My Comm. Expires Oct. 31, 2001 NOTARY PUBLIC
- -------------------------------------
2
<PAGE> 1
EXHIBIT 3(ii)
BYLAWS
0F
BELRIDGE HOLDINGS CORP.
Article 1.
Office
The Board of Directors shall designate and the Corporation shall maintain
a principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at
such place within or without the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the third Friday of
August of each year. If such day is a legal holiday, the meeting shall be on
the next business day. This meeting shall be for the election of Directors and
for the transaction of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute,
may be called by the President upon written request of the holders of 50% or
more of the outstanding shares entitled to vote at such special meeting.
Written notice of such meeting stating the place, the date and hour of the
meeting, the purpose or purposes for which it is called, and the name of the
person by whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour
of the meeting, and in the case of a special meeting, the purpose or purposes
for which the meeting is called, which shall be delivered not less than ten or
more than fifty days before the date of the meeting, either personally or by
mail to each shareholder of record entitled to vote at such meeting. If mailed,
such notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the shareholder at his address as it appears on the books of
the Corporation, with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or without
the State of Nevada, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting is otherwise
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called, the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than fifty
days prior to any meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the Board of Directors for
as stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented, any business may
be transacted, which might have been transacted at the meeting as originally
noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote
at such meeting in person or by proxy. Except as may otherwise be provided in
the currently filed Articles of incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be determined by a
majority of the vote's cast at a meeting of shareholders by the holders of
shares entitled to vote thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven months from the date of its execution, unless otherwise provided in the
proxy.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by a majority of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III.
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation as they
appropriate under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
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2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one
and nine, as the Directors may by resolution determine from time to time. Each
of the Directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than by this Bylaw, immediately after and, at the same place as the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular meetings
without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of the
time, place and purpose or purposes of each special meeting by mailing the same
at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn any
meeting from time to time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice. At any meeting at
which every Director shall be present, even though without any formal notice,
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one
vote. The act of a majority of Directors present at a meeting shall be the act
of the full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case of
death, resignation, or removal of any Director, or if the authorized number of
Directors is increased, or if the shareholders fail, at any meeting of the
shareholders, at which any Director is to be elected, to elect the full
authorized number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders
holding a majority of the shares outstanding and entitled to vote. Such vacancy
shall be filled by the Directors then in office, though less than a quorum, to
hold office until the next annual meeting or until his successor is duly
elected and qualified, except that any directorship to be filled by election by
the shareholders at the meeting at which the Director is removed. No reduction
of the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
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9. Resignation
A Director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. A resignation shall
become effective upon its acceptance by the Board of Directors; provided,
however, that if the Board of Directors has not acted thereon within ten days
from the date of its delivery, the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be presumed to
have assented to the action(s) taken unless his dissent shall be placed in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors or a
stated salary as Director. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all the
powers necessary to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until such time as
all Directors can attend or vacancies can be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the
Board, who shall preside at all meetings of the Board of Directors, and shall
perform such other duties as may be prescribed from time to time by the Board
of Directors. The Chairman may by appointment fill any vacancies on the Board
of Directors.
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by the Board of
Directors. 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
or may not be Directors or shareholders of the Corporation.
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2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Each Officer shall hold office until his
successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation
either to the President or to the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in
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
person so removed. Election or appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question if he is also a
Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be created, may be
filled by the Board of Directors for the un-expired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of
the Corporation. He shall preside at all meetings of the stockholders and, in
the absence of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain to the office
of President and shall have general and active supervision over the property,
business, and affairs of the Corporation and over its several Officers, agents,
or employees other than those appointed by the Board of Directors. He may sign,
execute and deliver in the name of the Corporation powers of attorney,
contracts, bonds and other obligations, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may
be assigned to him by the Board of Directors or the President. In the absence
or disability of the President, the Vice President designated by the Board or
the President shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders
and of the Board of Directors and, to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He shall
cause notice to be given of meetings of stockholders,
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of the Board of Directors, and of any committee appointed by the Board. He
shall have custody of the corporate seal and general charge of the records,
documents and papers of the Corporation not pertaining to the performance of
the duties vested in other Officers, which shall at all reasonable times be
open to the examination of any Directors. He may sign or execute contracts with
the President or a Vice President thereunto authorized in the name of the
Corporation and affix the seal of the Corporation thereto. He shall perform
such other duties as may be prescribed from time to time by the Board of
Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on behalf of the
Corporation for collection checks, notes and other obligations, and shall
deposit the same to the credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate. He may sign, with the
President or such other persons as may be designated for the purpose of the
Board of Directors, all bills of exchange or promissory notes of the
Corporation. He shall enter or cause to be entered regularly in the books of
the Corporation full and accurate account of all monies received and paid by
him on account of the Corporation; shall at all reasonable times exhibit his
books and accounts to any Director of the Corporation upon application at the
office of the Corporation during business hours; and, whenever required by the
Board of Directors or the President, shall render a statement of his accounts.
He shall perform such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may
be assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation
shall be fixed from time to time by the Board of Directors, except that the
Board of Directors may delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate Officers or agents.
No Officer shall be prevented from receiving any such salary or compensation by
reason of the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of
the Corporation shall execute to the Corporation a bond in such sums and with
such surety or sureties as the Board of Directors may direct, conditioned upon
the faithful performance of his duties to the Corporation, including
responsibility for negligence and for the accounting for all property, monies or
securities of the Corporation, which may come into his hands.
Article V.
Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument in the
name of and on behalf of the Corporation and such authority may be general or
confined to specific instances.
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2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or advance
shall be issued in its name, and no property of the Corporation shall be
mortgaged, pledged, hypothecated or transferred as security for the payment of
any loan, advance, indebtedness or liability of the Corporation unless and
except as authorized by the Board of Directors. Any such authorization may be
general or confined to specific instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies or other depositories as the Board of Directors may select, or as may
be selected by an Officer or agent of the Corporation authorized to do so by
the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers or
such agent or agents of the Corporation and in such manner as the Board of
Directors from time to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form of
an appropriate legal writing, which shall be signed by the President or Vice
President and by the Treasurer or by the Secretary, and sealed with the seal of
the Corporation. The seal may be facsimile, engraved or printed. Where such
bond or debenture is authenticated with the manual signature of an authorized
Officer of the Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued, the signature of
any of the Corporation's Officers named thereon may be facsimile. In case any
Officer who signed, or whose facsimile signature has been used on any such bond
or debenture, shall cease to be an Officer of the Corporation for any reason
before the same has been delivered by the Corporation, such bond or debenture
may nevertheless be adopted by the Corporation and issued and delivered as
though the person who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI.
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates
prepared by the Board of Directors and signed by any two officers of the
Corporation. The signatures of such Officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or one of its
employees. All certificates for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
except that in case of a lost, destroyed or mutilated certificate, a new one
may be issued therefor upon such terms
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and indemnity to the Corporation as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by the Corporation
to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more
transfer agents and registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such transfer agents
and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board
of Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnity the Corporation as
transfer agents and registrars, if any, against claims that may be made on
account of the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such
consideration as shall be fixed from time to time by the Board of Directors. In
the absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of shares
shall be conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder thereof, in fact, and shall not be bound
to recognize any equitable or other claim to or on behalf of this Corporation
to any and all of the rights and powers incident to the ownership of such stock
at any such meeting, and shall have power and authority to execute and deliver
proxies and consents on behalf of this Corporation in connection with the
exercise by this Corporation of the rights and powers incident to the ownership
of such stock. The Board of Directors, from time to time, may confer like powers
upon any other person or persons.
Article VII.
Indemnification
No Officer or Director shall be personally liable for any obligations of
the Corporation or for any duties or obligations arising out of any acts or
conduct of said Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and against any and
all
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claims, judgments and liabilities to which such person shall become subject by
reason of his having heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have heretofore or hereafter
taken or omitted to have been taken by him as such Director or Officer, and
shall reimburse each such person for all legal and other expenses reasonably
incurred by him in connection with any such claim or liability, including power
to defend such persons from all suits or claims as provided for under the
provisions of the Nevada Corporate statutes; provided, however, that no such
persons shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to which
he may lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The Corporation, its
Directors, Officers, employees and agents shall be fully protected in taking
any action or making any payment, or in refusing so to do in reliance upon the
advice of counsel.
Article VIII.
Notice
Whenever any notice is required to be given to any shareholder or Director
of the Corporation under the provisions of the Articles of Incorporation, or
under the provisions of the Nevada Corporate statutes, a waiver thereof or
after the time stated therein, shall be deemed equivalent to the giving of such
notice. Attendance at any meeting shall constitute a waiver of notice of such
meetings, except where attendance is for the express purpose of objecting to
the holding of that meeting.
Article IX.
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special meeting.
Any Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X.
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI.
Dividends
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.
***
***
***
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Article XII.
Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall
bear the name of the Corporation and the year of incorporation per sample
affixed hereto.
Date: August 24, 1995
/s/ K. A. GREEN
- -------------------------------
K. A. Green, Secretary
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EXHIBIT 10
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is effective as of July 14, 1999,
by and between ConversIt.Com, Inc., a Nevada corporation ("Employer") and Dean
Weber ("Executive").
RECITALS
A. WHEREAS, Employer desires to engage Executive and Executive desires
to accept such engagement to provide such services to Employer as are set forth
in this Agreement.
B. NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto hereby agree as follows:
AGREEMENT
1. Employment. Employer engages Executive to serve as Chairman, President
and Chief Executive Officer of Employer and Executive hereby accepts such
engagement upon the terms and conditions set forth herein.
2. Term. Executive's term of employment under this Agreement shall commence
upon the date hereof and shall continue until July 14, 2002 or until otherwise
terminated in accordance with Section 4 herein.
3. Duties. Executive will devote his full business time, utmost knowledge
and best skill to the performance of the duties and responsibilities hereunder.
Executive shall report directly to the Board of Directors of Employer (the
"Board") Executive will not engage in any other gainful occupation which
requires his personal attention without prior consent of the Board.
Notwithstanding the foregoing, Executive shall perform such other duties as the
Board reasonably may require from time to time.
4. Termination.
4.1 Events Triggering Termination. At the written election of Employer
in its sole discretion, this Agreement shall terminate immediately, effective
upon the occurrence of any one of the following events:
(a) Executive's conviction of a felony or other crime involving
moral turpitude;
(b) Executive's material breach of or failure to perform his
obligations hereunder, failure by Executive to abide by, conform with otherwise
observe any material written policy of Employer, or the continuing failure to
conform to the reasonable directives of the Board;
<PAGE> 2
(c) The death of Executive;
(d) The total and permanent disability of Executive. Executive shall
be deemed totally and permanently disabled if the Executive shall become
incapacitated by reason of sickness, accident or other physical or mental
disability and shall for a period of one hundred eighty (180) consecutive days
be unable to perform his normal duties hereunder, with or without reasonable
accommodation by Employer; or
(e) The sixty-fifth birthday of Executive.
In the event that Executive's employment is terminated by Employer
pursuant to Sections 4.1(a), 4.1(b),4.1(c), 4.1(e) or 4.2 hereof, Employer
shall promptly pay to Executive (or in the event that such termination is
pursuant to Section 4.1(c), to Executive's estate or other legal
representative) the annual base salary provided for in Section 5.1 accrued to
the date of Executive's termination and not theretofore paid to Executive.
Rights and benefits of Executive under the benefits plans and programs of
Employer shall be determined in accordance with the terms of such plans and
programs.
4.2 Termination by Written Notice. This Agreement may also be terminated
by Executive for any reason or for no reason upon thirty (30) days prior
written notice to the Employer.
4.3 Severance Compensation. If Employer terminates this Agreement and such
termination is not pursuant to Sections 4.1(a), 4.1(b), 4.1(c) or 4.1(e), as for
no reason, then Employer shall continue to pay to Executive his annual base
salary in the same periodic installments provided for in Section 5.1 hereof
until July 14, 2002 (the "Severance Period"); provided, however, that the
severance compensation to be paid to Executive in respect of a termination for
the reason specified in Section 4.1(d) shall be integrated with any disability
insurance proceeds paid to Executive during the Severance Period so that
Executive receives no more than an amount equal to 100% of his annual base
salary under Section 5.1 during the Severance Period. In addition, during the
Severance Period Employer shall continue to make all Employer contributions to
health, medical, long term disability (unless termination is for the reason
specified in Section 4.1(d)) and life insurance premiums for all Employer
maintained plans under which Executive is an insured or covered as of the
commencement of the Severance Period.
5. Compensation.
5.1 Base Salary. As compensation for all services rendered by Executive
under this Agreement, Employer shall pay Executive an annual base salary of
$180,000, payable monthly in arrears or otherwise in accordance with the
standard payroll practices of Employer. This annual base salary may be
augmented by salary increases as determined annually or from time to time
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by the Board. All regular compensation shall be paid in accordance with
Employer's standard payroll procedures.
5.2 Other Bonuses. Executive shall be eligible for additional bonus
compensation as may be determined by the Board.
5.3 Withholding. All compensation paid to Executive under this
Agreement shall be subject to customary withholding and employment taxes as
required by federal and state law.
5.4 Other Benefits. Executive shall be entitled to herewith, medical,
long term disability and life insurance benefits as mutually agreed by
Executive with Employer and such other benefits, including retirement benefits,
as may be provided to other full-time executive employees of Employer, subject
to any terms, conditions or restrictions associated with such benefits, as
determined by written company policy in effect from time to time during the
term of this Agreement.
5.5 Automobile Allowance. During the term of this Agreement, including
any Severance Period, Executive shall receive a $500.00 per month automobile
allowance.
6. Vacation. Executive shall be entitled to four (4) weeks annual paid
vacation per year, subject to accrual and use in accordance with written
company policy in effect from time to time during the term of this Agreement
and applicable law. Executive's vacation will be scheduled at those times which
are mutually convenient to Employer's business and Executive. In addition,
Executive shall be allowed reasonable periods of time off each year to attend
professional meetings or seminars approved in advance by Employer; provided
that attendance at such meetings or seminars shall be planned for minimum
interference with the business of Employer.
7. Business Expenses. During the term of this Agreement, Employer shall
reimburse Executive for all reasonable and necessary out-of-pocket business
expenses of Executive related to Executive's duties hereunder in accordance
with the policies and procedures of Employer in effect from time to time,
including, without limitations:
7.1 Actual expenses for travel, meals and lodging for necessary travel
between Employer's business locations;
7.2 Actual expenses for travel, meals and lodging for other travel
approved in advance by Employer;
7.3 Professional entertainment and promotional expenses approved in
advance by Employer; and
7.4 Cellular telephone, home computer and home Internet/fax telephone
access charges.
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8. Trade Secrets.
8.1 Trade Secrets in General. During the course of Executive's
employment, Executive will have access to various trade secrets of Employer.
For purposes of this Agreement, "Trade Secret" shall mean information which is
not generally known to the public and, as a result, is of economic benefit to
Employer in the conduct of its business. Executive and Employer agree that
Trade Secrets shall include but not be limited to all information developed or
obtained by Employer and comprising the following items, whether or not such
items have been reduced to tangible form (e.g., physical writing): all methods,
techniques, processes, ideas, trade names, service marks, slogans, forms,
customer lists, pricing structures, menus, business forms, marketing programs
and plans, layouts and designs, financial structures, operational methods and
tactics, cost information, the identity of or contractual arrangements with
suppliers, the identity or buying habits of customers, accounting procedures,
and any document, record or other information of Employer relating to the
above. Trade Secrets include not only information belonging to Employer which
existed before the date of this Agreement, but also information developed by
Executive for Employer or its employees during the term of this Agreement and
thereafter.
8.2 Restriction on Use of Trade Secrets. Executive agrees that his use
of Trade Secrets is subject to the following restrictions during the term of
the Agreement and for an indefinite period thereafter so long as the Trade
Secrets have not become generally known to the public:
(a) Non-Disclosure. Executive will not publish or disclose, or
allow to be published or disclosed, Trade Secrets to any person who is not an
employee of Employer unless such disclosure is necessary for the performance of
Executive's obligations under this Agreement.
(b) Surrender Upon Termination. Upon termination of his
employment with Employer for any reason, Executive will surrender to Employer
all documents and materials in his possession which contain Trade Secrets.
(c) Prohibition Against Unfair Competition. At any time after the
termination of his employment with Employer for any reason, Executive will not
engage in competition with Employer while making use of the Trade Secrets of
Employer.
9. Unfair Competition, Misappropriation of Trade Secrets and Violation of
Solicitation Clauses. Executive acknowledges that unfair competition,
misappropriation of Trade Secrets or violation of any of the provisions
contained in Section 8 would cause irreparable injury to Employer, that the
remedy at law for any violation or threatened violation thereof would be
inadequate, and that Employer shall be entitled to temporary and permanent
injunctive or other equitable relief without the necessity of proving actual
damages. Executive agrees that such
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relief shall be available in a court of law regardless of the arbitration
provisions contained in Section 17 of this Agreement.
10. Conflict of Interest. Executive acknowledges that the obligations and
services to be provided by Executive hereunder are special and unique.
Executive agrees that he will not at any time during the term of employment
serve as an officer, director, employee, or otherwise have an interest in any
entity that engages in business similar to that of Employer and Employer's
subsidiaries. This provision shall not apply to equity or stock ownership
interests of less than 5% of any publicly traded company.
11. Successors and Assigns. The rights and obligations of the Employer under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Employer. Executive shall not be entitled to assign
any of his rights or obligations under this Agreement.
12. Governing Law. This Agreement shall be interpreted, construed, governed
and enforced in accordance with the laws of the State of California.
13. Amendments. No amendment or modification of the terms or conditions of this
Agreement shall be valid unless in writing and signed by the parties hereto.
14. Severability. Each term, condition, covenant or provision of this
Agreement shall be viewed as separate and distinct, and in the event that any
such term, covenant or provision shall be held by a court of competent
jurisdiction to be invalid, the remaining provisions shall continue in full
force and effect.
15. Waiver. A waiver by either party of a breach of provision or provisions of
this Agreement shall not constitute a general waiver, or prejudice the other
party's right otherwise to demand strict compliance with that provision or any
other provisions in this Agreement.
16. Notices. Any notice required or permitted to be given under this Agreement
shall be sufficient, if in writing, sent by mail to his residence in the case
of Executive, or hand delivered to the Executive, or to its principal office
(corporate office) in the case of the Employer.
17. Arbitration. Except as provided in Section 9, any dispute or claim that
may arise out of the provisions of this Agreement which cannot be resolved by
agreement of the parties acting in good faith within reasonable time, including
any interpretation or alleged breach hereof, shall be resolved by arbitration
in accordance with the then-effective employment arbitration rules of the San
Diego, California, Chapter of the American Arbitration Association. Except as
otherwise set forth in Section 9 hereof, the parties intend that litigation not
be used to settle any dispute or claim arising out of this Agreement. The
written determination and award of the arbitrator or arbitrators, as
applicable, shall be final, binding and conclusive, and such determination may
be
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entered in any court of competent jurisdiction with each side to pay their own
attorneys' fees and costs.
18. Entire Agreement. Executive acknowledges receipt of this Agreement and
agrees that this Agreement represents the entire Agreement with Employer
concerning the subject matter hereof, and supersedes any previous oral or
written communications, representations, understandings or Agreements with
Employer or any officer or agent thereof. Executive understands that no
representative of the Employer has been authorized to enter into any Agreement
or commitment with Executive which is inconsistent in any way with the terms of
this Agreement.
19. Construction. This Agreement shall not be construed against any party on
the grounds that such party drafted the Agreement.
20. Acknowledgment. Executive acknowledges that he has had the opportunity to
consult with independent counsel of his own choice concerning this Agreement,
and that he has taken advantage of that opportunity to the extent that he
desires. Executive further acknowledges that he has read and understands this
Agreement, is fully aware of its legal effect, and has entered into it
voluntarily based on his own judgment.
21. Survivorship. The respective rights and obligations of Executive and
Employer hereunder shall survive any termination of this Agreement to the
extent necessary to the intended preservation of such rights and obligations.
22. Counterparts. This Agreement may be executed in one or more counterpart
copies, each of which shall be deemed to be an original and all of which taken
together shall be deemed one and the same instrument.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, this Agreement is effective for all purposes on the
date first above written.
EMPLOYER:
CONVERSIT.COM, INC., a Nevada
corporation
By: /s/ DEAN WEBER
------------------------------------
Name:
Title:
EXECUTIVE:
/s/ DEAN WEBER
---------------------------------------
Dean Weber
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is effective as of July 14, 1999,
by and between ConversIt.Com, Inc., a Nevada corporation (the "Company"), and
KIN Management Ltd., a Canadian corporation ("Consultant"), and is made with
reference to the following facts:
WHEREAS, the Company desires to engage the Consultant to provide certain
advisory and consulting services with respect to the business of the Company,
and the Consultant is willing to provide such services on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of their respective promises,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
1. Term. For the term of this Agreement, Consultant will serve as a
consultant to the Company under the conditions and terms set forth below. The
term of this Agreement shall begin on the date first above stated and continue
until July 14, 2002.
2. Consulting Services.
(a) During the term of this Agreement, the Consultant shall provide
the Company with such advisory and consulting services as shall be requested by
the President and Chief Executive Officer of the Company in connection with the
development, manufacture and distribution of the Company's products and
services. The Company will cooperate in furnishing to the Consultant in a timely
manner information necessary for the performance of the Consultant's duties
hereunder.
(b) The Consultant shall render its services hereunder through its
principal employee, Rahoul Sharan and such other individuals as may be approved
in advance in writing by the Company, which approval may be granted or withheld
by the Company in its sole discretion.
(c) The Consultant shall report to the President and Chief Executive
Officer of the Company or to such other officer or employee of the Company as
directed by the President and Chief Executive Officer of the Company.
Consultant shall provide such written or other reports as requested by the
President and Chief Executive Officer of the Company from time to time.
3. Compensation.
(a) For all services rendered by Consultant to the Company under
this Agreement, the Company shall pay Consultant an annual consulting fee of
$120,000 to be paid in monthly installments of $10,000.00.
(b) During the term of this Agreement, the Company shall reimburse
the Consultant for (i) reasonable and necessary out-of-pocket travel expenses
for travel pre-approved in writing by the President and Chief Executive Officer
of the Company and (ii) other reasonable
<PAGE> 9
and necessary out-of-pocket business expenses, including but not limited to
telephone and telecopying expenses, incurred by the Consultant in the
performances of its duties hereunder. Such reimbursement shall be made monthly,
against invoice of the Consultant accompanied by appropriate documentation of
such expenses in accordance with the Company's policies.
(c) Consultant shall be solely responsible for and shall pay all
federal, state and local taxes and charges of whatsoever kind or nature (other
than sales, use, property and excise taxes) arising out of, resulting from or in
any way connected with Consultant's performance of services to the Company under
the terms of this Agreement.
Consultant shall tender an invoice to the Company on the last business day
of each calendar month as to the expenses incurred in such calendar month. Each
such invoice shall be payable within fifteen days of its receipt by the Company.
4. Trade Secrets.
4.1 Trade Secrets In General. During the course of Consultant's
consultancy, Consultant and Rahoul Sharan will have access to various trade
secrets of the Company. For purposes of this Agreement, "Trade Secret" shall
mean information which is not generally known to the public and, as a result, is
of economic benefit to the Company in the conduct of its business. Consultant
and Rahoul Sharan and the Company agree that Trade Secrets shall include but not
be limited to all information developed or obtained by the Company and
comprising the following items, whether or not such items have been reduced to
tangible form (e.g., physical writing): all methods, techniques, processes,
ideas, trade names, service marks, slogans, forms, customer lists, pricing
structures, menus, business forms, marketing programs and plans, layouts and
designs, financial structures, operational methods and tactics, cost
information, the identity of or contractual arrangements with suppliers, the
identity or buying habits of customers, accounting procedures, and any document,
record or other information of the Company relating to the above. Trade Secrets
include not only information belonging to the Company which existed before the
date of this Agreement, but also information developed by Consultant or Rahoul
Sharan or any other employee for the Company or its employees or consultants
during the term of this Agreement and thereafter.
4.2 Restriction on Use of Trade Secrets. Consultant and Rahoul
Sharan agree that their uses of Trade Secrets is subject to the following
restrictions during the term of the Agreement and for an indefinite period
thereafter so long as the Trade Secrets have not become generally known to the
public:
(a) Non-Disclosure. Neither Rahoul Sharan nor Consultant will
publish or disclose, or allow to be published or disclosed, Trade Secrets to
any person who is not an employee of the Company unless such disclosure is
necessary for the performance of Consultant's obligations under this Agreement.
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(b) Surrender Upon Termination. Upon termination of its
consultancy with the Company for any reason, Consultant and Rahoul Sharan will
surrender to the Company all documents and materials in their possession or
control which contain Trade Secrets.
(c) Prohibition Against Unfair Competition. At any time after
the termination of its consultancy with the Company for any reason, neither
Rahoul Sharan nor Consultant will engage in competition with the Company while
making use of the Trade Secrets of the Company.
5. Unfair Competition, Misappropriation of Trade Secrets and Violation
of Solicitation Clauses. Consultant and Rahoul Sharan each acknowledge that
unfair competition, misappropriation of Trade Secrets or violation of any of
the provisions contained in Section 4 would cause irreparable injury to the
Company, that the remedy at law for any violation or threatened violation
thereof would be inadequate, and that the Company shall be entitled to
temporary and permanent injunctive or other equitable relief without the
necessity of proving actual damages. Consultant and Rahoul Sharan each agree
that such relief shall be available in a court of law regardless of the
arbitration provisions contained in Section 14 of this Agreement.
6. Conflict of Interest. Consultant and Rahoul Sharan acknowledges that
the obligations and services to be provided by Consultant hereunder are special
and unique. Consultant and Rahoul Sharan each agree that they will not at any
time during the term of consultancy serve as an officer, director, consultant,
or otherwise have an interest in any entity that engages in business similar to
that of the Company and the Company's subsidiaries. This provision shall not
apply to equity or stock ownership interests of less than 5% of any publicly
traded company.
7. Independent Contractor. It is understood and agreed that Consultant
shall be acting only in the capacity of an independent contractor insofar as
this Agreement is concerned and not as a partner, co-venturer, agent, employee,
franchisee or representative of the Company.
(a) Consultant shall not receive any employment fringe benefits,
such as health or life insurance, vacation pay or sick leave, pursuant to this
Agreement or otherwise from the Company.
(b) Consultant shall be responsible for obtaining and maintaining,
at its expense, any type of insurance necessary to protect its interest in
performing its duties under this Agreement.
(c) Consultant shall not have authority to, and shall not, enter
into any contract or obligation on behalf of the Company, except with the
express prior written approval of the President and Board of Directors of the
Company.
(d) Consultant shall establish and maintain its own schedule as
necessary to perform its duties under this Agreement; provided, however,
Consultant shall perform at least thirty (30) hours per week of service to the
Company pursuant to the terms hereof.
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<PAGE> 11
(e) Consultant shall be solely responsible for the payment of all
applicable taxes, and benefits and other obligations arising out of or relating
to the Consultant's performance of services pursuant to this Agreement.
8. Termination. This Agreement may not be terminated by either party
without cause prior to the expiration of its term. The Company may terminate
this Agreement for cause, in which event all payments due hereunder shall cease
immediately and the termination shall be effective upon Consultant's receipt of
the Company's notice of same. For purposes of this Agreement, "cause" is
defined as any act of dishonesty or moral turpitude; any breach of this
Agreement; any knowing failure to follow written directions or instructions of
the Company; any breach of policy of the Company or breach of sound business
practice; or the death of Rahoul Sharan or his becoming disabled to such an
extent that the Consultant is unable to continue to perform its essential
duties hereunder with or without reasonable accommodation to Rahoul Sharan.
9. Binding Effect. This Agreement shall be binding upon and shall inure
to the benefit of the executors, administrators, heirs, representatives,
successors and assigns of the parties hereto. Notwithstanding the foregoing,
this Agreement may not be assigned by Consultant without the prior written
consent of the Company. Any attempted assignment in violation of this Agreement
shall be null and void and of no effect.
10. Entire Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof and supersedes all prior and
contemporaneous negotiations, correspondence, understandings and agreements of
the parties relating to the subject matter hereof. No changes or modifications
of or additions to this Agreement shall be valid unless the same shall be in
writing and signed by each party hereto.
11. Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any one or more of the
provisions hereof shall not affect the validity and enforceability of the other
provisions hereof.
12. Waivers. No waiver of any of the provisions of this Agreement shall
be deemed to be or shall constitute a waiver of any other provision of this
Agreement whether or not similar, nor shall any waiver constitute a continuing
waiver. No waiver of any provision of this Agreement shall be binding on the
parties hereto unless it is executed in writing by the party making the waiver.
13. Notices. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of delivery, if delivered personally to the party to whom
notice is to be given or delivered by Federal Express or other internationally
recognized overnight carrier, charges prepaid to the party to whom notice is to
be given, or on the third (3rd) day after mailing, if mailed to the party to
whom notice is given, by first class mail, registered or certified, postage
prepaid and properly addressed as follows:
(a) If to the Company:
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ConversIt.Com, Inc.
9974 Scripps Ranch Blvd., Suite 307
San Diego, CA 92131
(b) If to the Consultant:
575 Eastcot Road
West Vancouver BC, Canada
V7S IES
Either party may change the address to which such notices are to be
addressed by giving the other party hereto written notice of such change in the
manner herein set forth.
14. Arbitration of Disputes. Any controversy or claim arising out
of or relating to the relationship between Consultant and the Company shall be
settled by arbitration in accordance with the laws of the State of California
by three arbitrators, one of whom shall be appointed by the Company, one by
Consultant, and the third by the first two arbitrators. If the first two
arbitrators cannot agree on the appointment of a third arbitrator, then the
third arbitrator shall be appointed by the American Arbitration Association in
San Diego, California. Such arbitration shall be conducted in San Diego,
California, in accordance with the Commercial Rules of the American Arbitration
Association, except with respect to the selection of arbitrators which shall be
as provided in this paragraph. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
15. Headings. The section and subsection headings used herein are
for convenience or reference only, are not a part of this Agreement, and are not
to affect the construction of, or be taken into consideration in interpreting
any provision of, this Agreement.
16. Governing Law. This Agreement is made and shall be governed by,
and construed and enforced in accordance with, the laws of the State of
California, without regard to the conflict of laws principles thereof, as the
same apply to agreements executed solely by residents of California and wholly
to be performed within California. Venue for any proceeding shall only be in
San Diego County, California.
17. Construction. This Agreement shall not be construed for or
against any party on the ground that such party, or its legal representative,
drafted the agreement, or any portion thereof.
[Remainder of page intentionally left blank.]
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CONVERSIT.COM, INC.
1999 STOCK OPTION PLAN
1. PURPOSE. This Stock Option Plan (the "Plan") is intended to serve
as an incentive to, and to encourage stock ownership by, certain eligible
participants rendering services to ConversIt.com, Inc., a Nevada corporation
(the "Corporation"), and certain affiliates as set forth below, so that they
may acquire or increase their proprietary interest in the Corporation and to
encourage them to remain in the service of the Corporation.
2. ADMINISTRATION.
2.1 Committee. The Plan shall be administered by the Board of
Directors of the Corporation (the "Board of Directors") or a committee of two
or more members appointed by the Board of Directors (the "Committee") who are
Non-Employee Directors as defined in Rule 16b-3 promulgated under Section 16 of
the Securities Exchange Act of 1934 and an outside director as defined in
Treasury Regulation Section 1.162-27(e)(3). The Committee shall select one of
its members as Chairman and shall appoint a Secretary, who need not be a member
of the Committee. The Committee shall hold meetings at such times and places as
it may determine and minutes of such meetings shall be recorded. Acts by a
majority of the Committee in a meeting at which a quorum is present and acts
approved in writing by a majority of the members of the Committee shall be
valid acts of the Committee.
2.2 Term. If the Board of Directors selects a Committee, the
members of the Committee shall serve on the Committee for the period of time
determined by the Board of Directors and shall be subject to removal by the
Board of Directors at any time. The Board of Directors may terminate the
function of the Committee at any time and resume all powers and authority
previously delegated to the Committee.
2.3 Authority. The Committee shall have sole discretion and
authority to grant options under the Plan to eligible participants rendering
services to the Corporation or any "parent" or "subsidiary" of the Corporation,
as defined in Section 424 of the Internal Revenue Code of 1986, as amended (the
"Code") ("Parent or Subsidiary"), at such times, under such terms and in such
amounts as it may decide. For purposes of this Plan and any Stock Option
Agreement (as defined below), the term "Corporation" shall include any Parent
or Subsidiary, if applicable. Subject to the express provisions of the Plan,
the Committee shall have complete authority to interpret the Plan, to
prescribe, amend and rescind the rules and regulations relating to the Plan, to
determine the details and provisions of any Stock Option Agreement, to
accelerate any options granted under the Plan and to make all other
determinations necessary or advisable for the administration of the Plan.
2.4 Type of Option. The Committee shall have full authority and
discretion to determine, and shall specify, whether the eligible individual
will be granted options intended to qualify as incentive options under Section
422 of the Code ("Incentive Options") or options which are not intended to
qualify under Section 422 of the Code ("Non-Qualified Options"); provided,
<PAGE> 14
however, that Incentive Options shall only be granted to employees of the
Corporation, or a Parent or Subsidiary thereof, and shall be subject to the
special limitations set forth herein attributable to Incentive Options.
2.5 Interpretation. The interpretation and construction by the
Committee of any provisions of the Plan or of any option granted under the Plan
shall be final and binding on all parties having an interest in this Plan or
any option granted hereunder. No member of the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
option granted under the Plan.
3. ELIGIBILITY
3.1 General. All directors, officers, employees of and certain
persons rendering services to the Corporation, or any Parent or Subsidiary,
relative to the Corporation's, or any Parent's or Subsidiaries' management,
operation or development shall be eligible to receive options under the Plan.
The selection of recipients of options shall be within the sole and absolute
discretion of the Committee. No person shall be granted an option under this
Plan unless such person has executed the grant representation letter set forth
on Exhibit "A", as such Exhibit may be amended by the Committee from time to
time and no person shall be granted an Incentive Option under this Plan unless
such person is an employee of the Corporation, or a Parent or Subsidiary, on
the date of grant. No employee shall be granted more than 100,000 options in
any one year period.
3.2 Termination of Eligibility
3.2.1 If an optionee ceases to be employed by the Corporation,
or its Parent or Subsidiary, is no longer an officer or member of the Board of
Directors of the Corporation or no longer performs services for the
Corporation, or its Parent or Subsidiary for any reason (other than for
"cause," as hereinafter defined, or such optionee's death), any option granted
hereunder to such optionee shall expire three months after the date of the
occurrence giving rise to such termination of eligibility (or 1 year in the
event an optionee is "disabled," as defined in Section 22(e)(3) of the Code) or
upon the date it expires by its terms, whichever is earlier. Any option that
has not vested in the optionee as of the date of such termination shall
immediately expire and shall be null and void. The Committee shall, in its sole
and absolute discretion, decide, utilizing the provisions set forth in Treasury
Regulations Section 1.421-7(h), whether an authorized leave of absence or
absence for military or governmental service, or absence for any other reason,
shall constitute termination of eligibility for purposes of this Section.
3.2.2 If an optionee ceases to be employed by the Corporation,
or its Parent or Subsidiary, is no longer an officer or member of the Board of
Directors of the Corporation, or no longer performs services for the
Corporation, or its Parent or Subsidiary and such termination is as a result of
"cause," as hereinafter defined, then all options granted hereunder to such
optionee shall expire on the date of the occurrence giving rise to such
termination of eligibility or upon the date it expires by its terms, whichever
is earlier, and such optionee shall have no rights with respect to any
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<PAGE> 15
unexercised options. For purposes of this Plan, "cause" shall mean an
optionee's personal dishonesty, misconduct, breach of fiduciary duty,
incompetence, intentional failure to perform stated obligations, willful
violation of any law, rule, regulation or final cease and desist order, or any
material breach of any provision of this Plan, any Stock Option Agreement or
any employment agreement.
3.3 Death of Optionee and Transfer of Option. In the event an
optionee shall die, an option may be exercised (subject to the condition that
no option shall be exercisable after its expiration and only to the extent that
the optionee's right to exercise such option had accrued at the time of the
optionee's death) at any time within six months after the optionee's death by
the executors or administrators of the optionee or by any person or persons who
shall have acquired the option directly from the optionee by bequest or
inheritance. Any option that has not vested in the optionee as of the date of
death or termination of employment, whichever is earlier, shall immediately
expire and shall be null and void. No option shall be transferable by the
optionee other than by will or the laws of intestate succession.
3.4 Limitation on Incentive Options. No person shall be granted
any Incentive Option to the extent that the aggregate fair market value of the
Stock (as defined below) to which such options are exercisable for the first
time by the optionee during any calendar year (under all plans of the
Corporation as determined under Section 422(d) of the Code) exceeds $100,000.
4. IDENTIFICATION OF STOCK. The Stock, as defined herein, subject to
the options shall be shares of the Corporation's authorized but unissued or
acquired or reacquired common stock (the "Stock"). The aggregate number of
shares subject to outstanding options shall not exceed 1,000,000 shares of
Stock (subject to adjustment as provided in Section 6). If any option granted
hereunder shall expire or terminate for any reason without having been
exercised in full, the unpurchased shares subject thereto shall again be
available for purposes of this Plan. Notwithstanding the above, at no time
shall the total number of shares of Stock issuable upon exercise of all
outstanding options and the total number of shares of Stock provided for under
any stock bonus or similar plan of the Corporation exceed 30% as calculated in
accordance with the conditions and exclusions of Section 260.140.45 of Title 10,
California Code of Regulations, based on the shares of the issuer which are
outstanding at the time the calculation is made.
5. TERMS AND CONDITIONS OF OPTIONS. Any option granted pursuant to
the Plan shall be evidenced by an agreement ("Stock Option Agreement") in such
form as the Committee shall from time to time determine, which agreement shall
comply with and be subject to the following terms and conditions:
5.1 Number of Shares. Each option shall state the number of
shares of Stock to which it pertains.
5.2 Option Exercise Price. Each option shall state the option
exercise price, which shall be determined by the Committee; provided, however,
that (i) the exercise price of any
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Incentive Option shall not be less than the fair market value of the Stock, as
determined by the Committee, on the date of grant of such option, (ii) the
exercise price of any option granted to any person who owns more than 10% of
the total combined voting power of all classes of the Corporation's stock, as
determined for purposes of Section 422 of the Code, shall not be less than 110%
of the fair market value of the Stock, as determined by the Committee, on the
date of grant of such option, and (iii) the exercise price of any Non-Qualified
Option shall not be less than 85% of the fair market value of the Stock, as
determined by the Committee, on the date of grant of such option.
5.3 Term of Option. The term of an option granted hereunder shall
be determined by the Committee at the time of grant, but shall not exceed ten
years from the date of the grant. The term of any Incentive Option granted to
an employee who owns more than 10% of the total combined voting power of all
classes of the Corporation's stock, as determined for purposes of Section 422
of the Code, shall in no event exceed five years from the date of grant. All
options shall be subject to early termination as set forth in this Plan. In no
event shall any option be exercisable after the expiration of its term.
5.4 Method of Exercise. An option shall be exercised by written
notice to the Corporation by the optionee (or successor in the event of death)
and execution by the optionee of an exercise representation letter in the form
set forth on Exhibit "B," as such Exhibit may be amended by the Committee from
time to time. Such written notice shall state the number of shares with respect
to which the option is being exercised and designate a time, during normal
business hours of the Corporation, for the delivery thereof ("Exercise Date"),
which time shall be at least 30 days after the giving of such notice unless an
earlier date shall have been mutually agreed upon. At the time specified in the
written notice, the Corporation shall deliver to the optionee at the principal
office of the Corporation, or such other appropriate place as may be determined
by the Committee, a certificate or certificates for such shares. Notwithstanding
the foregoing, the Corporation may postpone delivery of any certificate or
certificates after notice of exercise for such reasonable period as may be
required to comply with any applicable listing requirements of any securities
exchange. In the event an option shall be exercisable by any person other than
the optionee, the required notice under this Section shall be accompanied by
appropriate proof of the right of such person to exercise the option.
5.5 Medium and Time of Payment. The option exercise price shall be
payable in full on or before the option Exercise Date in any one of the
following alternative forms:
5.5.1 Full payment in cash or certified bank or cashier's check;
5.5.2 A Promissory Note (as defined below), in the discretion
of the Committee;
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5.5.3 Full payment in shares of Stock or other securities of
the Corporation having a fair market value on the Exercise Date in the amount
equal to the option exercise price;
5.5.4 Through a special sale and remittance procedure pursuant
to which the optionee shall concurrently provide irrevocable written
instruction to (a) a Corporation-designated brokerage firm to effect the
immediate sale of the purchased shares and remit to the Corporation, out of the
sale proceeds available on the settlement date, sufficient funds to cover the
aggregate exercise price payable for the purchased shares plus all applicable
Federal, state and local income and employment taxes required to be withheld by
the Corporation by reason of such exercise and (b) the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale.
5.5.5 A combination of the consideration set forth in Sections
5.5.1, 5.5.2, 5.5.3 and 5.5.4 equal to the option exercise price; or
5.5.6 Any other method of payment complying with the provisions
of Section 422 of the Code with respect to Incentive Options, provided the
terms of payment are established by the Committee at the time of grant, and any
other method of payment established by the Committee with respect to
Non-Qualified Options.
5.6 Fair Market Value. The fair market value of a share of Stock on any
relevant date shall be determined in accordance with the following provisions;
5.6.1 If the Stock at the time is neither listed nor admitted to
trading on any stock exchange nor traded in the over-the-counter market, then
the fair market value shall be determined by the Committee after taking into
account such factors as the Committee shall deem appropriate.
5.6.2 If the Stock is not at the time listed or admitted to
trading on any stock exchange but is traded in the over-the-counter market, the
fair market value shall be the average mean between the highest bid and lowest
asked prices (or, if such information is available, the average closing selling
price) of one share of Stock in the over-the-counter market for the ten (10)
trading days immediately before the date in question, as such prices are
reported by the National Association of Securities Dealers through its NASDAQ
system or any successor system. If there are no reported bid and asked prices
(or closing selling price) for the Stock in the over-the-counter market for the
10 trading days before the date in question, then the mean between the highest
bid and lowest asked prices (or the closing selling price) on the last
preceding date for which such quotations exist shall be determinative of fair
market value.
5.6.3 If the Stock is at the time listed or admitted to trading
on any stock exchange, then the fair market value shall be the average closing
selling price of one share of Stock for the ten (10) trading days immediately
before the date in question on the stock exchange determined by the Committee
to be the primary market for the Stock, as such price is officially quoted in
the composite tape of transactions on such exchange. If there is no closing
selling price for the Stock on
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<PAGE> 18
such exchange for the 10 trading days immediately before the date in question,
then the fair market value shall be the closing selling price on the exchange
on the last preceding date for which such quotation exists.
5.7 Promissory Note. Subject to the requirements of applicable state or
Federal law or margin requirements, payment of all or part of the purchase
price of the Stock may be made by delivery of a full recourse promissory note
("Promissory Note"). The Promissory Note shall be executed by the optionee,
made payable to the Corporation and bear interest at such rate as the Committee
shall determine, but in no case less than the minimum rate which will not cause
under the Code (i) interest to be imputed, (ii) original issue discount to
exist, or (iii) any other similar results to occur. Unless otherwise determined
by the Committee, interest on the Note shall be payable in quarterly
installments on March 31, June 30, September 30 and December 31 of each year. A
Promissory Note shall contain such other terms and conditions as may be
determined by the Committee; provided, however, that the full principal amount
of the Promissory Note and all unpaid interest accrued thereon shall be due not
later than five years from the date of exercise. The Corporation may obtain
from the optionee a security interest in all shares of Stock issued to the
optionee under the Plan for the purpose of securing payment under the
Promissory Note and shall retain possession of the stock certificates
representing such shares in order to perfect its security interest.]
5.8 Rights as a Shareholder. An optionee or successor shall have no
rights as a shareholder with respect to any Stock underlying any option until
the date of the issuance to such optionee of a certificate for such Stock. No
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions or other rights for which
the record date is prior to the date such Stock certificate is issued, except
as provided in Section 6.
5.9 Modification, Extension and Renewal of Options. Subject to the terms
and conditions of the Plan, the Committee may modify, extend or renew
outstanding options granted under the Plan, or accept the surrender of
outstanding options (to the extent not exercised) and authorize the granting of
new options in substitution therefor.
5.10 Vesting and Restrictions. The Committee shall have complete authority
and discretion to set the terms, conditions, restrictions, vesting schedules
and other provisions of any option in the applicable Stock Option Agreement and
shall have complete authority to require conditions and restrictions on any
Stock issued pursuant to this Plan; provided, however, that except with respect
to options granted to officers or directors of the Corporation, options granted
pursuant to this Plan shall be exercisable or "vest" at the rate of at least
20% per year over the 5-year period beginning on the date the option is
granted. Options granted to officers and directors shall become exercisable or
"vest," subject to reasonable conditions, at any time during any period
established by the Corporation.
5.11 Other Provisions. The Stock Option Agreements shall contain such
other provisions, including without limitation, restrictions or conditions upon
the exercise of options, as the Committee shall deem advisable.
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6. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.
6.1 Subdivision or Consolidation. Subject to any required
action by shareholders of the Corporation, the number of shares of Stock
covered by each outstanding option, and the exercise price thereof, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Stock of the Corporation resulting from a subdivision or
consolidation of shares, including, but not limited to, a stock split, reverse
stock split, recapitalization, continuation or reclassification, or the payment
of a stock dividend (but only on the Stock) or any other increase or decrease
in the number of such shares effected without receipt of consideration by the
Corporation. Any fraction of a share subject to option that would otherwise
result from an adjustment pursuant to this Section shall be rounded downward to
the next full number of shares without other compensation or consideration to
the holder of such option.
6.2 Capital Transactions. Upon a sale or exchange of all or
substantially all of the assets of the Corporation, a merger or consolidation
in which the Corporation is not the surviving corporation, a merger,
reorganization or consolidation in which the Corporation is the surviving
corporation and shareholders of the Corporation exchange their stock for
securities or property, a liquidation of the Corporation or similar transaction
as determined by the Committee ("Capital Transaction"), this Plan and each
option issued under this Plan, whether vested or unvested, shall terminate
immediately prior to such Capital Transaction, unless such options are assumed
by a successor corporation in a merger or consolidation; provided, however,
that unless the outstanding options are assumed by a successor corporation in a
merger or consolidation, subject to terms approved by the Committee, all
optionees will have the right, during the 15 days prior to such Capital
Transaction, to exercise all vested options. The Corporation shall, subject to
any applicable nondisclosure agreements binding the Corporation, attempt to
provide optionees at least 15 days notice of the option termination date under
this Section 6.2. The Committee may (but shall not be obligated to) (i)
accelerate the vesting of any option or (ii) apply the foregoing provisions,
including but not limited to termination of this Plan and any options granted
pursuant to the Plan, in the event there is a sale of 51% or more of the stock
of the Corporation in any two-year period or a transaction similar to a Capital
Transaction.
6.3 Adjustments. To the extent that the foregoing
adjustments relate to stock or securities of the Corporation, such adjustments
shall be made by the Committee, whose determination in that respect shall be
final, binding and conclusive.
6.4 Ability to Adjust. The grant of an option pursuant to
the Plan shall not affect in any way the right or power of the Corporation to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.
6.5 Notice of Adjustment. Whenever the Corporation shall
take any action resulting in any adjustment provided for in this Section, the
Corporation shall forthwith deliver
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<PAGE> 20
notice of such action to each optionee, which notice shall set forth the number
of shares subject to the option and the exercise price thereof resulting from
such adjustment.
6.6 Limitation on Adjustments. Any adjustment, assumption or
substitution of an Incentive Option shall comply with Section 425 of the Code,
if applicable.
7. NONASSIGNABILITY. Options granted under this Plan may not be sold,
pledged, assigned or transferred in any manner other than by will or by the
laws of intestate succession, and may be exercised during the lifetime of an
optionee only by such optionee. Any transfer in violation of this Section shall
void such option and any Stock Option Agreement entered into by the optionee
and the Corporation regarding such transferred option shall be void and have no
further force or effect. No option shall be pledged or hypothecated in any way,
nor shall any option be subject to execution, attachment or similar process.
8. NO RIGHT OF EMPLOYMENT. Neither the grant nor exercise of any
option nor anything in this Plan shall impose upon the Corporation or any other
corporation any obligation to employ or continue to employ any optionee. The
right of the Corporation and any other corporation to terminate any employee
shall not be diminished or affected because an option has been granted to such
employee.
9. TERM OF PLAN. This Plan is effective on the date the Plan is
adopted by the Board of Directors and options may be granted pursuant to the
Plan from time to time within a period of ten (10) years from such date, or the
date of any required shareholder approval required under the Plan, if earlier.
Termination of the Plan shall not affect any option theretofore granted.
10. AMENDMENT OF THE PLAN. The Board of Directors of the Corporation
may, subject to any required shareholder approval, suspend, discontinue or
terminate the Plan, or revise or amend it in any respect whatsoever with
respect to any shares of Stock at that time not subject to options.
11. APPLICATION OF FUNDS. The proceeds received by the Corporation from
the sale of Stock pursuant to options may be used for general corporate
purposes.
12. RESERVATION OF SHARES. The Corporation, during the term of this
Plan, shall at all times reserve and keep available such number of shares of
Stock as shall be sufficient to satisfy the requirements of the Plan.
13. NO OBLIGATION TO EXERCISE OPTION. The granting of an option shall
not impose any obligation upon the optionee to exercise such option.
14. APPROVAL OF BOARD OF DIRECTORS AND SHAREHOLDERS. The Plan shall not
take effect until approved by the Board of Directors of the Corporation. This
Plan shall be approved by a vote of the shareholders within 12 months from the
date of approval by the Board of
8
<PAGE> 21
Directors. In the event such shareholder vote is not obtained, all options
granted hereunder, whether vested or unvested, shall be null and void. Further,
any stock acquired pursuant to the exercise of any options under this Agreement
may not count for purposes of determining whether shareholder approval has been
obtained.
15. WITHHOLDING TAXES. Notwithstanding anything else to the contrary in
this Plan or any Stock Option Agreement, the exercise of any option shall be
conditioned upon payment by such optionee in cash, or other provisions
satisfactory to the Committee, of all local, state, federal or other
withholding taxes applicable, in the Committee's judgment, to the exercise or
to later disposition of shares acquired upon exercise of an option.
16. PARACHUTE PAYMENTS. Any outstanding option under the Plan may not
be accelerated to the extent any such acceleration of such option would, when
added to the present value of other payments in the nature of compensation
which becomes due and payable to the optionee would result in the payment to
such optionee of an excess parachute payment under Section 280G of the Code.
The existence of any such excess parachute payment shall be determined in the
sole and absolute discretion of the Committee.
17. SECURITIES LAWS COMPLIANCE. Notwithstanding anything contained
herein, the Corporation shall not be obligated to grant any option under this
Plan or to sell, issue or effect any transfer of any Stock unless such grant,
sale, issuance or transfer is at such time effectively (i) registered or exempt
from registration under the Securities Act of 1933, as amended (the "Act"), and
(ii) qualified or exempt from qualification under the California Corporate
Securities Law of 1968 and any other applicable state securities laws. As a
condition to exercise of any option, each optionee shall make such
representations as may be deemed appropriate by counsel to the Corporation for
the Corporation to use any available exemption from registration under the Act
or registration or qualification under any applicable state securities law.
18. RESTRICTIVE LEGENDS. The certificates representing the Stock issued
upon exercise of options granted pursuant to this Plan will bear the following
legends giving notice of restrictions on transfer under the Act and this Plan,
as follows:
(a) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED
OR TRANSFERRED IN A TRANSACTION WHICH WAS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE
UPON AN EXEMPTION AFFORDED BY SUCH ACT. NO SALE OR TRANSFER
OF THESE SHARES SHALL BE MADE, NO ATTEMPTED SALE OR TRANSFER
SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE
ANY EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH
TRANSACTION SHALL HAVE BEEN DULY REGISTERED UNDER THE ACT OR
(B) THE ISSUER SHALL HAVE FIRST
9
<PAGE> 22
RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH
REGISTRATION IS NOT REQUIRED.
(b) Any other legends required by applicable state securities laws
as determined by the Committee.
19. NOTICES. Any notice to be given under the terms of the Plan shall
be addressed to the Corporation in care of its Secretary at its principal
office, and any notice to be given to an optionee shall be addressed to such
optionee at the address maintained by the Corporation for such person or at
such other address as the optionee may specify in writing to the Corporation.
20. INFORMATION TO PARTICIPANTS. The Corporation shall make available
to all holders of options the information required pursuant to Section
260.140.46 of the California Code of Regulations.
As adopted by the Board of Directors as of July 14, 1999.
CONVERSIT.COM, INC., a Nevada corporation
By: /s/ DEAN WEBER
-----------------------------------
Dean Weber, President
10
<PAGE> 1
EXHIBIT 23
Stonefield Josephson, Inc.
1620 26th Street, Suite 400 South
Santa Monica, CA 90404-4041
310-453-9400
Consent of Independent Auditors
Board of Directors
One Voice Technologies, Inc.
San Diego, CA
We consent to inclusion of our Independent Auditors' Report dated September 13,
1999 on the financial statements of One Voice Technologies, Inc. for the year
ended December 31, 1998, and to the reference to us as Experts, in Item 5 to the
General Form for Registration of Securities of Small Business issuers under
Section 12(b) or 12(g) of the Securities Act of 1934 dated October 5, 1999,
filed with the Securities and Exchange Commission (the "Commission") on Form
10-SB.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, CA
October 5, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INTERIM,
AUDITED FINANCIAL STATEMENTS FOR PERIOD ENDING AUGUST 31, 1999, AND AUDITED
FINANCIAL STATEMENTS FOR YEARS ENDING DECEMBER 31, 1998 AND DECEMBER 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH ONE VOICE TECHNOLOGIES,
INC. 10-SB.
</LEGEND>
<S> <C> <C> <C>
<PERIOD-TYPE> OTHER YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1999 JAN-01-1998 JAN-01-1997
<PERIOD-END> AUG-31-1999 DEC-31-1998 DEC-31-1997
<CASH> 2,467,727 30,024 30,024
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 2,467,727 30,024 30,024
<PP&E> 118,358 51,857 51,857
<DEPRECIATION> (2,118) (2,118) (2,118)
<TOTAL-ASSETS> 2,657,879 91,468 91,468
<CURRENT-LIABILITIES> 122,800 31,800 35,722
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 11,370 19,720 9,500
<OTHER-SE> 3,285,393 439,471 127,605
<TOTAL-LIABILITY-AND-EQUITY> 2,657,879 91,468 91,468
<SALES> 0 0 25,422
<TOTAL-REVENUES> 0 0 25,422
<CGS> 0 0 2,790
<TOTAL-COSTS> 0 0 2,790
<OTHER-EXPENSES> 362,161 0 101,169
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (362,161) 0 (78,537)
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (362,161) 0 (78,537)
<DISCONTINUED> 0 (299,161) 0
<EXTRAORDINARY> 0 (19,003) 0
<CHANGES> 0 0 0
<NET-INCOME> (362,161) (318,164) (78,537)
<EPS-BASIC> (.02) (.01) (.00)
<EPS-DILUTED> (.02) (.01) (.00)
</TABLE>
