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UNITED STATES
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 (g) of the Securities Exchange Act of 1934
TCT FINANCIAL GROUP B, INC.
(Exact Name of Small Business Issuer in its charter)
NEVADA 88-0431562
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
5424 Comchec Way Unit 105
Las Vegas, NV 89108
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (702) 631-8751
Securities to be registered under Section I2(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered under Section 12(g) of the Act:
Common
(Title of class)
(Title of class)
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number
SEC 2336 (3/97)
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TABLE OF CONTENTS
PART I
Item 1 Description of Business.
Item 2 Management's Discussion and Analysis or Plan of
Operation.
Item 3 Description of Property.
Item 4 Security Ownership of Certain Beneficial Owners and
Management.
Item 5 Directors, Executive Officers, Promoters and Control
Persons.
Item 6 Executive Compensation.
Item 7 Certain Relationships and Related Transactions.
Item 8 Description of Securities.
PART II
Item 1 Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters.
Item 2 Legal Proceedings.
Item 3 Changes In and Disagreements With Accountants.
Item 4 Recent Sales of Unregistered Securities.
Item 5 Indemnification of Directors and Officers.
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PART F/S
Financial Statements.
PART III
Item 1 Index to Exhibits.
Item 2 Description of Exhibits.
3(i) Articles of Incorporation
3(ii) Bylaws
27 Financial Statements
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PART 1
Item 1. Description of Business.
The Company was formed as a Nevada Corporation on June 11, 1999
to seek a suitable ongoing business for acquisition.
Item 2. Management's Discussion and Analysis or Plan of Operation.
(a) Mergers and Acquisitions
(b) Investment Policies
There are no limitations on the percentage of assets which may be
invested in any one investment, or type of investment. It is
issuer's policy to acquire assets primarily for possible capital
gain.
There are three (3) total employees and three (3) of full time
employees.
The issuer will send annual reports to security holders and such
reports will contain audited financial statements.
Item 3. Description of Property.
The Issuer does not own any property as of the above date
Item 4. Security Ownership of Certain Beneficial Owners and Management.
a) Security ownership of certain beneficial owners.
Name and Amount and
Address of Nature of Percent
Title of class Beneficial Owner Beneficial Ownership of Class
Common Stock Dennis M. Vigouret 7,900,000 Shares 31.6.%
5424 Comchec Way
Unit 105
Las Vegas , NV 89108
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(b) Security ownership of management.
Name and Amount and
Address of Nature of Percent
Title of class Beneficial Owner Beneficial Ownership of Class
Common Stock Dennis M. Vigouret 7,900,000 Shares 31.6.%
5424 Comchec Way
Unit 105
Las Vegas , NV 98108
Common Stock Lloyd E. Eisenhower 35,614 Shares .001%
5424 Comchec Way
Unit 105
Las Vegas, NV 89108
Common Stock Dawna S. Blyleven 2,000 Shares .00008%
5424 Comchec Way
Unit 105
Las Vegas, NV 89108
(c) Changes in control.
No such arrangements are known to the registrant.
Item 5. Directors, Executive Officers, Promoters and Control
Persons. The name, age, office, and principal occupation of the
executive officers and directors of TCT and certain information
relating to their business experiences are set forth below:
NAME AGE POSITION
Dennis M. Vigouret 63 Chairman of the Board/CEO/Director
Director of Yaletown Entertainment
Corp 1994-Present
Lloyd E. Eisenhower 46 Treasurer/CFO/Director
CEO Tensiodyne Corp. 1994-1998
CEO Transcon Communications Corp.
1998-Present
Dawna S. Blyleven 43 Secretary/Director
Administrative Assistant Tensiodyne
Corp. 1994-1998
Administrative Assistant Transcon
Communications Corp. 1998-Present
The Term of the directors and officers is until the next annual
meeting or until their successors are elected.
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Item 6. Executive Compensation.
No officer or director of company received more than $100,000 in
any year since the Company's inception. The four highest
compensated officers (including the Chief Executive Officer)
comprising senior management received less than $25 thousand in
the aggregate for the period ended August 31, 1999.
No officer or director has been granted an employment contract or
been provided a future benefit to be received upon separation
from service with the Company.
Members of the Board of Directors don't receive compensation for their services.
Item 7 Certain Relationships and Related Transactions
During 1999, the company sold 7,900,000 shares of its common
stock to Dennis Vigouret an Officer and Director. The company
received $ 8,000 Dollars, which has been used principally to fund
the working capital needs of the Company.
The Company sold the shares of common stock in a non-public
transaction in reliance on section 4 (2) of the Securities Act of
1933, as amended.
Item 8. Description or Securities
Description of Capital Stock
The Company is authorized to issue 25,000,000 shares of stock.
Each of the 25,000,000 shares of stock has a par value of $.001.
Of the Shares authorized, all are Common Shares.
Holders of the common stock are entitled to one vote per share of
common stock held.
The Bylaws of the Company provides that the designation of powers,
preferences and rights, including voting rights.
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PART II
Item 1 Market for Common Equity and Related Stockholder Matters
There is no public trading market for the issuers securities
at this time
Item 2 Legal Proceedings
The issuer is not party to or involved in any legal proceedings
and is not aware of any pending actions.
Item 3. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
There have been no changes in or disagreements with Accountants
on accounting and financial disclosure.
Item 4. Recent Sales Of Unregistered Securities
During 1999, the company sold 7,900,000 shares of its common
stock to Dennis Vigouret, an Officer and Director. The company
received $ 8,000 Dollars, which has been used principally to fund
the working capital needs of the Company. The Company sold the
shares of common stock in a non-public transaction in reliance on
section 4 (2) of the Securities Act of 1933, as amended.
Item 5. Indemnification Of Directors and Officers
The Corporation has the power to indemnify any Director, officer,
employee or agent of the Corporation against expenses (including
legal fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him, o the fullest extent now
or hereafter permitted by law in connection with any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened
to be brought against him by reason of his performance as a
Director, Officer, employee or agent of the Corporation, its
parent or any of its subsidiaries, or in any other capacity on
behalf of the Corporation, its parent or any of its ubsidiaries.
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PART F/S
INDEPENDENT AUDITORS' REPORT
The Stockholders and Board of Directors TCT Financial Group B, Inc.
We have audited the accompanying balance Sheet of TCT Financial
Group B, Inc. as of August 31,1999 and the related statements of
income, stockholders' equity and cash flows for the period June
1l, 1999 (inception) through August 31, 1999. These financial
statements are the responsibility of the ompany's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of TCT Financial Group B, Inc. as of August 31, 1999, and
results of its operations and its cash flows for the period June
11, 1999 (inception) through August 31, 1999 in conformity with
generally accepted accounting principles.
Gary V. Campbell, CPA, Ltd.
Las Vegas, Nevada
September 29, 1999
_________________________________________________________________
Member of AICPA Division of Firms SEC Practice Section
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TCT FINANCIAL GROUP B, INC.
BALANCE SHEET
AUGUST 31, 1999
ASSETS
CURRENT ASSETS:
Cash $ 8.004
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
25,000,000 shares authorized; 7,937,614
shares issued and outstanding $ 7,938
Additional paid-in capital 62
Retained earnings 4
TOTAL STOCKHOLDERS' EQUITY 8,004
$ 8,004
The accompanying notes to financial statements are an integral
part of these statements.
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TCT FINANCIAL GROUP B, INC.
STATEMENT OF INCOME
JUNE 11, 1999 (INCEPTION) THROUGH AUGUST 31, 1999
INCOME:
Interest income $ 4
EXPENSES:
Income tax expense (Note 2) -
NET INCOME $ 4
INCOME PER COMMON SHARE $ -
The accompanying notes to financial statements are an integral
part of these statements.
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TCT FINANCIAL GROUP B, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
JUNE 11, 1999 (INCEPTION) THROUGH AUGUST 31, 1999
Additional
Common paid - in Retained
stock capital earnings Total
Issuance of 7,937,614
shares of common stock $ 7,938 $ 62 $ - $ 8,000
Net income for period
ended August 31, 1999 - - 4 4
BALANCE:
August 31, 1999 $ 7,938 $ 62 $ 4 $ 8,004
The accompanying notes to financial statements are an integral part of these
statements.
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TCT FINANCIAL GROUP B, INC.
STATEMENT OF CASH FLOWS
JUNE 11, 1999 (INCEPTION) THROUGH AUGUST 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 4
CASH FLOWS FROM INVESTING
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock 8,000
NET INCREASE IN CASH 8,004
CASH, beginning of the period -
CASH, end of the period $ 8,004
The accompanying notes to financial statements are an integral
part of these statements.
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TCT FINANCIAL GROUP B, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
TCT Financial Group B, Inc. was formed on June 11, 1999 as a
Nevada Corporation. The Company has not engaged in any operations
as of August 31, 1999.
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 and disclosures.
STATEMENT OF CASH FLOWS
The statement of cash flows classifies changes in cash and cash
equivalents according to operating, investing or financing
activities. For purposes of the statement of cash flows, the
Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
COMPREHENSIVE INCOME
Statement of Financial Accounting Standards No.130, Reporting
Comprehensive Income, (SFAS 13C), required that total
comprehensive income be reported in the financial statements. The
Company does not have any items considered to be other
comprehensive income for the period June 11, 1999 (inception)
through August 31, 1999.
NOTE 2 - INCOME TAXES
Federal income taxes have been estimated at $0 based upon federal
statutory rates. There were no differences between financial
reporting and federal tax reporting.
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PART III
Item 1 Index to Exhibits.
Item 2 Description of Exhibits.
3(i) Articles of Incorporation
3(ii) Bylaws
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Exhibit 3(i) Articles of Incorporation
Articles Of Incorporation as amended on file with the
Secretary of State, State of Nevada Pursuant to NRS 78,
Sep-20-1999
File # CI 14538-99
Article 1 Name of Corporation TCT Financial Group B, Inc.
Article 2 Resident Agent, Name Lloyd E. Eisenhower
and Street Address 5424 Comchec Way, Unit 105
Las Vegas, Nevada 89108
Article 3 Number of Shares The authorized number of shares of
the Corporation will be as
follows: 25,000,000
(twenty five million) shares of
common stock with a par value of
$.001 per share
Article 4 Governing Board Shall be styled as 3 Directors
The First Board of Directors/Trustees shall consist of 2 Members
whose Names and Address are as Follows:
Names, Address
Dawna Blyleven Lloyd E. Eisenhower
5424 Comchec Way 5424 Comchec Way
Unit 105, Unit 105,
Las Vegas Nevada 89108 Las Vegas Nevada 89108
Article 5 Purpose: None Stated
Article 6 Other Matters: None Stated
Article 7 Names, Addresses and Signatures of Incorporators:
Dawna Blyleven
5424 Comchec Unit 105,
Las Vegas, Nevada 89108
Dawna Blyleven June 11, 1999
Notarized
Article 8 Certificate of acceptance of appointment of Resident
Agent: I, Lloyd Eisenhower hereby accept appointment as Resident Agent for the
above named corporation.
Lloyd Eisenhower June 11, 1999
Signature of Resident Agent Date
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Exhibit 3(ii) Bylaws
BY-LAWS OF
TCT FINANCIAL GROUP B INCORPORATED
ARTICLE I - OFFICES
Section 1-l. Registered Office and Registered Agent. The
Corporation shall maintain a registered office and registered
agent within the State of Nevada, which may be changed by the
Board of Directors from time to time.
Section 1-2. Other Offices. The Corporation may also have offices
at such other places, within or without the State of Nevada, as
the Board of Directors may from time to time determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
Section 2-l. Place of Stockholders' Meetings. Meetings of
stockholders may be held at such place, either within or without
the State of Nevada, as may be designated by the Board of
Directors from time to time. If no such place is designated by
the Board of Directors, meetings of the stockholders shall
be held at the registered office of the Corporation in the State
of Nevada.
Section 2-2. Annual Meeting. A meeting of the stockholders of the
Corporation shall be held in each calendar year, commencing with
the year 2000, on the second Tuesday of April at 10:00 o'clock
a.m. if not a legal holiday, and if such day is a legal holiday,
then such meeting shall be held on the next business day.
At such annual meeting, there shall be held an election for a
Board of Directors to serve for the ensuing year and until their
respective successors are elected and qualified, or until their
earlier resignation or removal.
Financial reports of the Corporation's business will be sent to
the stockholders and presented at the annual meeting: If any
report is deemed advisable by the Board of Directors, such report
may contain such information as the Board of Directors shall
determine and will be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.
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Section 2-3. Special Meetings. Except as otherwise specifically
provided by law, special meetings of the stockholders may be
called at any time:
(a) By the Board of Directors; or
(b) By the President of the Corporation; or
(c) By the holders of record of not less than a majority of
all the shares outstanding and entitled to vote.
Upon the written request of any person entitled to call a special
meeting, which request shall set forth the purpose for which the
meeting is desired, it shall be the duty of the Secretary to give
prompt written notice of such meeting to be held at such time as
the Secretary may fix, subject to the provisions of Section 2-4
hereof. If the Secretary shall fail to fix such date and give
notice within ten (10) days after receipt of such request, the
person or persons making such requests may do so.
Section 2-4. Notice of Meetings and Adjourned Meetings. Written
notice stating the place, date and hour of any meeting shall be
given not less than ten (10) nor more than sixty (60) days before
the date of the meeting to each stockholder entitled to vote at
such meeting. If mailed, notice is given when deposited in the
United States Mail, postage prepaid, directed to the stockholder
at his address as it appears on the records of the Corporation.
Such notice may be given by or at the direction of the person or
persons authorized to call the meeting.
When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is
taken. If the adjournment is for more than thirty (30) days, or
if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote at the
meeting.
Section 2-5. Quorum. Unless otherwise provided in the Bylaws or
in a By-law adopted by the stockholders or by the Board of
Directors (or the Incorporators if no first Directors were named
in the Articles of Incorporation) at its organization meeting
following the filing of the Articles of Incorporation, the
presence, in person or by proxy, of the holders of a majority of
the outstanding shares entitled to vote shall constitute a quorum
but in no event shall a quorum consist of less than one-third
(1/3) of the shares entitled to vote at a meeting.
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The stockholders present at a duly organized meeting can continue
to do business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum. If a meeting
cannot be organized because of the absence of a quorum, those
present may, except as otherwise provided by law, adjourn the
meeting to such time and place as they may determine. In the case
of any meeting for the election of Directors, those stockholders
who attend the second of such adjourned meetings, although less
than a quorum as fixed in this Section, shall nevertheless
constitute a quorum for the purpose of electing Directors.
Section 2-6. Voting List- Proxies. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified,
at the place wheere the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any
stockholder who is present.
Upon the willful neglect or refusal of the Directors to produce
such a list at any meeting for the election of Directors, they
shall be ineligible to any office at such meeting.
Each stockholder entitled to vote at a meeting of stockholders or
to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act
for him by proxy. All proxies shall be executed in writing and
shall be filed with the Secretary of the Corporation not later
than the day on which exercised. No proxy shall be voted or acted
upon after three (3) years from its date, unless the proxy
provides for a longer period.
Except as otherwise specifically provided by law, all matters
coming before the meeting shall be determined by a vote by
shares. All elections of Directors shall be by written ballot
unless otherwise provided in the Bylaws. Except as otherwise
specifically provided by law, all other votes may be taken by
voice unless a stockholder demands that it be taken by ballot, in
which latter event the vote shall be taken by written ballot.
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Section 2-7. Informal Action by Stockholders. Unless otherwise
provided by the Bylaws, any action required to be taken at any
annual or special meeting of stockholders, or any action which
may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted. Prompt notice of the taking of corporate
action without a meeting by less than unanimous written consent
shall be given to those stockholders or members, who have not
consented in writing.
ARTICLE III - BOARD OF DIRECTORS
Section 3-l. Number. The business and affairs of the corporation
shall be managed by a Board of Three (3) Directors.
Section 3-2. Place of Meeting. Meetings of the Board of
Directors may be held at such place either within or without the
State of Nevada, as a majority of the Directors may from time to
time designate or as may be designated in the notice calling the
meeting.
Section 3-3. Regular Meetings. A regular meeting of the Board of
Directors shall be held annually, immediately following the
annual meeting of stockholders, at the place where such meeting
of the stockholders is held or at such other place, date and hour
as a majority of the newly elected Directors may designate. At
such meeting the Board of Directors shall elect officers of the
Corporation. In addition to such regular meeting, the Board of
Directors shall have the power to fix, by resolution, the place,
date and hour of other regular meetings of the Board.
Section 3-4. Special Meetings.
Special meetings of the Board of Directors shall be held whenever
ordered by the President, by a majority of the members of the
executive committee, if any, or by a majority of the Directors in
office.
Section 3-5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given of any
regular meeting, unless the same be held at other. than the time or
place for holding such meetings as fixed in accordance with Section
3-3 of these by-laws, in which event one (1) day's notice shall be
given of the time and place of such meeting.
(b) Special Meetings. At least one (1) day's notice shall be
given of the time, place and purpose for which any special
meeting of the Board of Directors is to be held.
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Section 3-6. Quorum.
A majority of the total number of Directors shall constitute a
quorum for the transaction of business, and the vote of a
majority of the Directors present at a meeting at which a quorum
is present shall be the act of the Board of Directors. If there
be less than a quorum present, a majority of those present may
adjourn the meeting from time to time and place to place and
shall cause notice of each such adjourned meeting to be given to
all absent Directors.
Section 3-7. Informal Action by the Board of Directors.
Any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof, may be taken
without a meeting if all members of the Board or committee, as
the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board
or committee.
Section 3-8. Powers.
General Powers. The Board of Directors shall have all powers
necessary or appropriate to the management of the business and af
fairs of the Corporation, and" in addition to the power and
authority conferred by these by-laws, may exercise all powers of
the Corporation and do all such lawful acts and things as are not
by statute, these by-laws or the Certificate of Incorporation
directed or required to be exercised or done by the stockholders.
(b) Specific Powers. Without limiting the general powers
conferred by the last preceding clause and the powers conferred
by the by-laws of the Corporation, it is hereby expressly
declared that the Board of Directors shall have the following
powers:(i) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant
officers, agents or servants.
(ii) To appoint any person, firm or corporation to accept and
hold in trust for the Corporation any property belonging to the
Corporation or in which it is interested, and to authorize any
such person, firm or corporation to execute any documents and
perform any duties that may be requisite in relation to any such
trust(iii) To appoint a person or persons to vote shares of
another corporation held and owned by the Corporation.(iv) By
resolution adopted by a majority of the full Board of Directors,
to designate one (1) or more of its number to constitute an Audit
committee which, to the extent provided in such resolution,'
shall have and may exercise the power of the Board of Directors
in the management of the business and affairs of the Corporation
and may authorize the seal of the Corporation to be affixed.
<PAGE>
(v) By resolution passed by a majority of the whole Board of
Directors, to designate one (1) or more additional committees,
each to consist of one (1) or more Directors, to have such
duties, powers and authority as the Board of Directors shall
determine. All committees of the Board of Directors, including
the executive committee, shall have the authority to adopt their
own rules of procedure. Absent the adoption of specific
procedures, the procedures applicable to the Board of Directors
shall also apply to committees thereof.
(vi) To fix the place, time and purpose of meetings of
stockholders.(vii) To purchase or otherwise acquire for the
Corporation any property, rights or privileges which the
Corporation is authorized to acquire, at such prices, on such
terms and conditions and for such consideration as it shall from
time to time see fit, and, at its discretion, to pay any property
or rights acquired by the Corporation, either wholly or partly in
money or in stocks, bonds, debentures or other securities of the
Corporation.
(viii) To create, make and issue mortgages, bonds, deeds of
trust, trust agreements and negotiable or transferable
instruments and securities, secured by mortgage or otherwise, and
to do every other act and thing necessary to effectuate the same.
(ix) To appoint and remove or suspend such subordinate officers,
agents or servants, permanently or temporarily, as it may from
time to time think fit, and to determine their duties, and fix,
and from time to time change, their salaries or emoluments, and
to require security in such instances and in
such amounts as it thinks fit.(x) To determine who shall be
authorized on the Corporation's behalf to sign bills, notes,
receipts, acceptances, endorsements, checks, releases, contracts
and documents.
Section 3-9. Compensation of Directors.
Compensation of Directors and reimbursement of their expenses
incurred in connection with the business of the Corporation, if
any, shall be as determined from time to time by resolution of
the Board of Directors.
Section 3-10. Removal of Directors by Stockholders.
The entire Board of Directors or any individual Director may be
removed from office without assigning any cause by a majority
vote of the holders of the outstanding shares entitled to vote.
In case the Board of Directors or any one (1) or more Directors
be so removed, new Directors may be elected at the same time.
<PAGE>
Section 3-11. Resignations.
Any Director may resign at any time by submitting his written
resignation to the Corporation. Such resignation shall take
effect at the time of its receipt by the Corporation unless
another time be fixed in the resignation, in which case it shall
become effective at the time as fixed. The acceptance of a
resignation shall not be required to make it effective.
Section 3-12. Vacancies.
Vacancies and new created directorships resulting from any
increase in the authorized number of Directors elected by all of
the stockholders having the right to vote as a single class may
be filled by a majority of the Directors then in office, although
less than a quorum, or by a sole remaining Director, and each
person so elected shall be a Director until his successor is
elected and qualified or until his earlier resignation or
removal.
Section 3-13. Participation by Conference Telephone.
Directors may participate in regular or special meetings of the
Board by telephone or similar communications equipment by means
of which all other persons participating in the meeting can hear
each other, and such participation shall constitute presence at
the meeting.
ARTICLE IV - OFFICERS
Section 4-l. Election and Office.
The Corporation shall have a President, a Secretary and a
Treasurer/ Chief Financial Officer who shall be elected by the
Board of Directors. The Board of Directors may elect such
additional officers as it may deem proper, including a Chairman
and a Vice Chairman of the Board of Directors, one (1) or more
Vice Presidents, and one (1) or more assistant or honorary
officers. Any number of offices maybe held by the same person.
Section 4-2. Term. The President, the Secretary and the Chief
Financial Officer shall each serve for a term of one (1) year and
until their respective successors are chosen and qualified,
unless removed from office by the Board of Directors during their
respective tenures. The term of office of any other officer
shall be as specified by the Board of Directors.
<PAGE>
Section 4-3. Powers and Duties of the President.
Unless otherwise determined by the Board of Directors, the
President shall have the usual duties of an executive officer
with general supervision over and direction of the affairs of the
Corporation. In the exercise of these duties and subject to the
limitations of the laws of the State of Nevada, these by-laws,
and the actions of the Board of Directors, he may appoint,
suspend and discharge employees and agents, shall preside at all
meetings of the stockholders at which he shall be present, and,
unless there is a Chairman of the Board of Directors, shall
preside at all meetings of the Board of Directors and, unless
otherwise specified by the Board of Directors, shall be a member
of all committees. He shall also do and perform such other duties
as from time to time may be assigned to him by the Board of
Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the
Corporation to attend and to act and to vote at any meeting of
the stockholders of any corporation in which the Corporation may
hold stock, and, at any such meeting, shall possess and may
exercise any and all of the rights and powers incident to the
ownership of such stock and which, as the owner thereof, the
Corporation might have possessed and exercised.
Section 4-4. Powers and Duties of the Secretary.
Unless otherwise determined by the Board of Directors, the
Secretary shall record all proceedings of the meetings of the
Corporation, the Board of Directors and all committees, in books
to be kept for that purpose, and shall attend to the giving and
serving of all notices for the Corporation. He shall have charge
of the corporate seal, the certificate books, transfer books and
stock ledgers, and such other books and papers as the Board of
Directors may direct. He shall perform all other duties
ordinarily incident to the office of Secretary and shall have
such other powers and perform such other duties as may be
assigned to him by the Board of Directors.
Section 4-5. Powers and Duties of the Treasurer/ Chief Financial Officer.
Unless otherwise determined by the Board of Directors, the Chief
Financial Officer shall have charge of all the funds and
securities of the Corporation which may come into his hands. When
necessary or proper, unless otherwise ordered by the Board of
Directors, he shall endorse for collection on behalf of the
Corporation checks, notes and other obligations, and shall
deposit the same to the credit of the Corporation in such banks
or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the
Corporation. He shall sign all checks made by the Corporation,
except when the Board of Directors shall otherwise direct.
<PAGE>
He shall enter regularly, in books of the Corporation to be kept by
him for that purpose, a full and accurate account of all moneys
received and paid by him on account of the Corporation. Whenever
required by the Board of Directors, he shall render a statement
of the financial condition of the Corporation, he 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. He shall have such other
powers and shall perform such other duties as may be assigned to
him from time to time by the Board of Directors. He shall give
such bond, if any, for the faithful performance of his duties as
shall be required by the Board of Directors and any such bond
shall remain in the custody of the President.
Section 4-6. Powers and Duties of the Chairman of the Board of Directors.
Unless otherwise determined by the Board of Directors, the
Chairman of the Board of Directors, if any, shall preside at all
meetings of Directors and shall serve ex officio as a member of
every committee of the Board of Directors. He shall have such
other powers and perform such further duties as may be assigned
to him by the Board of Directors.
Section 4-7. Powers and Duties of Vice President and Assistant
Officers.
Unless otherwise determined by the Board of Directors, each Vice
President and each assistant officer shall have the powers and
perform the duties of his respective superior officer. Vice
Presidents and assistant officers shall have such rank as shall
be designated by the Board of Directors and each, in the order of
rank, shall act for such superior officer in his absence, or upon
his disability or when so directed by such superior officer or by
the Board of Directors. Vice Presidents may be designated as
having responsibility for a specific aspect of the Corporation's
affairs, in which event each such Vice President shall be
superior to the other Vice Presidents in relation to matters
within his aspect. The President shall be the superior officer of
the Vice Presidents. The Chief Financial Officer and the
Secretary shall be the superior officers of the Assistant Chief
Financial Officers and Assistant Secretaries, respectively.
Section 4-8. Delegation of Office. The Board of Directors may
delegate the powers or duties of any officer of the Corporation
to any other officer or to any Director from time to time.
Section 4-9. Vacancies. The Board of Directors shall have the
power to fill any vacancies in any office occurring from whatever
reason.
<PAGE>
Section 4-10. Resignations. Any officer may resign at any time by
submitting his written resignation to the Corporation. Such
resignation shall take effect at the time of its receipt by the
Corporation, unless another time be fixed in the resignation, in
which case it shall become effective at the time so fixed. The
acceptance of a resignation shall not be required to make it
effective.
ARTICLE V - CAPITAL STOCK
Section 5-l. Stock Certificates. Shares of the Corporation shall
be represented by certificates signed by or in the name of the
Corporation by (a) the Chairman or Vice Chairman of the Board of
Directors, or the President or a Vice President, and (b) the
Chief Financial Officer or an Assistant Chief Financial Officer,
or the Secretary or an Assistant Secretary, representing the
number of shares registered in certificate form. If such
certificate is countersigned (i) by a transfer agent other than
the Corporation or its employee, or (ii) by a registrar other
than the Corporation or its employee, the signatures of the
officers of the Corporation may be facsimiles. In case any
officer who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at
the date of issue.
Section 5-2. Determination of Stockholders of Record. The Board
of Directors may fix, in advance, a record date to determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action. Such date shall be not more
than sixty (60) nor less than ten (10) days before the date of
any such meeting, nor more than sixty (60) days prior to any
other action.
If no record date is fixed, the record date for determining
stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is
waived, at the close of business on the day next preceding the
day on which the meeting is held.
The record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.
A determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
<PAGE>
Section 5-3. Transfer of Shares. Transfer of shares shall be made
on the books of the Corporation only upon surrender of the share
certificate, duly endorsed and otherwise in proper form for
transfer, which certificate shall be canceled at the time of the
transfer. No transfer of shares shall be made on the books of
this Corporation if such transfer is in violation of a lawful
restriction noted conspicuously on the certificate.
Section 5-4. Lost, Stolen or Destroyed Share Certificates. The
Corporation may issue a new certificate of stock or uncertified
shares in place of any certificate therefore issued by it,
alleged to have been lost, stolen or destroyed, and the
Corporation may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against claim that
may be made against it on account of the alleged loss, theft or
destruction of any such certificate or the issuance of such new
certificate or uncertificated shares.
ARTICLES VI - NOTICES
Section 6-l. Contents of Notice. Whenever any notice of a meeting
is required to be given pursuant to these by-laws or the
Certificate of Incorporation or otherwise, the notice shall
specify the place, day and hour of the meeting and, in the case
of a special meeting or where otherwise required by law, the
general nature of the business to be transacted at such meeting.
Section 6-2. Method of Notice. All notices shall be given to each
person entitled thereto, either personally or by sending a copy
thereof through the mail or by telegraph, charges prepaid, to his
address as it appears on the records of the Corporation, or
supplied by him to the Corporation for the purpose of notice. If
notice is sent by mail or telegraph, it shall be deemed to have
been given to the person entitled thereto when deposited in the
United States Mail or with the telegraph office for transmission.
If no address for a stockholder appears on the books of the
Corporation and such stockholder has not supplied the Corporation
with an address for the purpose of notice, notice deposited in
the United States Mail addressed to such stockholder care of
General Delivery in the city in which the principal office of the
Corporation is located shall be sufficient.
Section 6-3. Waiver of Notice. Whenever notice is required to be
given under any provision of law or of the Certificate of
Incorporation or by-laws of the Corporation, a written waiver,
signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.
Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person attends a meeting
for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting
<PAGE>
is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting
of the stockholders, Directors, or members of a committee of
Directors need be specified in any written waiver of notice
unless so required by the Bylaws.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS AND
OTHER PERSON
Section 7-1. Indemnification. The Corporation shall have the
power to indemnify any Director, officer, employee or agent of
the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him, to the fullest extent now or
hereafter permitted by law in connection with any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened
to be brought against him by reason of his performance as a
Director, officer, employee or agent of the Corporation, its
parent or any of its subsidiaries, or in any other capacity on
behalf of the Corporation, its parent or any of its subsidiaries.
The Board of Directors by resolution adopted in each specific
instance may similarly indemnify any person other than a
Director, officer, employee or agent of the Corporation for
liabilities incurred by him in connection with services rendered
by him for or at the request of the Corporation, it's parent or
any of its subsidiaries.
The provisions of this Section shall be applicable to all
actions, suits or proceedings commenced after its adoption,
whether such arise out of acts or omissions which occurred prior
or subsequent to such adoption and shall continue as to a person
who has ceased to be a Director, officer, employee or agent or to
render services for or at the request of the Corporation or as
the case may be, its parent, or subsidiaries and shall inure to
the benefit of the heirs, executors and administrators of such a
person. The rights of indemnification provided for herein shall
not be deemed exclusive of any other rights to which any
Director, officer, employee or agent of the Corporation may be
entitled under these by-laws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators
of such a person.
<PAGE>
Section 7-2. Advances. Expenses incurred by any officer or
director in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an
undertaking, by or on behalf of such Director or officer, to
repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the Corporation as authorized
by law. Such expenses incurred by other employees and agents may
be paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Section 7-3. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the Corporation would
have the power to indemnify him against such liability under law.
ARTICLE VIII - SEAL
The form of the seal of the Corporation, called the corporate
seal of the Corporation, [Form of Seal] shall be as impressed
adjacent hereto.
ARTICLE IX - FISCAL YEAR
The Board of Directors shall have the power by resolution to fix
the fiscal year of the Corporation. If the Board of Directors
shall fail to do so, the President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
The original or other by-laws may be adopted, amended or repealed
by the Stockholders entitled to vote thereon at any regular or
special meeting or, if the Bylaws so provides, by the Board of
Directors. The fact that such power has been so conferred upon
the Board of Directors shall not divest the stockholders of the
power nor limit their power to adopt, amend or repeal by-laws.
ARTICLE XI - INTERPRETATION OF BY-LAWS
All words, Terms and provisions of these by-laws shall be
interpreted and defined by and in accordance with the General
Corporation Law of the State of Nevada, as amended, and as
amended from time to time hereafter.
