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
Commission File Number:
E-VEGAS.COM, INC.
(Name of small business issuer in its charter)
NEVADA 86-0871081
(States of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1128-789 West Pender, Vancouver, BC, CANADA V6C1H2 (Address
of
principal executive offices) (Zip Code)
Issuer's telephone number (604) 608-6828
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
To be so registered each class is to be registered
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Common
stock, par value $.001 per share
(Title of class)
(Title of class)
As of December 31, 1998, the aggregate market value of the voting stock held by
non-affiliates is considered to be $1,082,375.00.
As of June 30, 1999 the aggregate market value of the voting stock held by
non-affiliates is considered to be $3,500250.00
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of December 31, 1998, the registrant had 12,00,000 shares of common stock
issued and outstanding.
As of June 30, 1998, the registrant had 18,780,000 shares of common
stock issued and outstanding
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference
and the part of the form 10-SB (e.g., part I, part II, etc.) into
which the document is incorporated: (1) Any annual report to security
holders; (2) any proxy or other information statement; and (3) Any
prospectus filed pursuant to rule 424 (b) or (c) under the Securities
Act of 1933: None
E-VEGAS.COM, INC.
FORM 10 - SB
TABLE OF CONTENTS
PAGE
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 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 . . . . . . . . . . .
PART F / S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- -2-
E-VEGAS.COM, INC.
FORM 10 - SB
PART I
ITEM 1. Description of Business
E-Vegas.COM, Inc., (the "Company") was originally incorporated in the
State of Nevada, February 10, 1997, as Clear Water Mining, Inc. The
Company completed a private placement offering pursuant to Regulation
D, 504 for 11,000,000 shares at $.01 per share for a total of $110,000.00
in November 1997. There were a total of 12,000,000 outstanding as of
December 31, 1998 and an authorized capital of 50,000,000 shares of $.001
par value, common shares. On March 5, 1999 the shareholders ratified the
acquisiti
prietary rights to software for an Internet gaming operation, a Costa
Rican International license and the trade style of E-Casino Gaming
Corporation, a Nevada corporation, in exchange for 2,000,000 shares
of authorized but unissued common stock.
On March 9,1999 an offering was completed selling 1,500,000 shares
of stock for $150,000.00 pursuant to Rule 504.
On March 11, 1999 the Company's name was changed to E-Casino
Gaming Corporation and on March 29, 1999 an additional offering
of 600,000 shares of common stock for $150,000.00 pursuant to
Rule 504.
On March 15, 1999, the Company sold its wholly owned subsidiary,
True Vista Mining De Mexico, SACV for $30,000.00 and a 10% stock
interest to True Vista Mining, Inv., a Nevada corporation, thereby
dividing its Mexican Mining interest.
On May 11, 1999 the Company offered for sale 100 investment units
consisting of 10,000 shares of common stock at $.70 per share and
a Class A Warrant to purchase 3,500 shares of common stock for $2.00
per share, exercisable after eighteen months (18) from date of close
of the offering. The aggregate offering was $700,000.00 at a unit
price of $7,000.00 each. The offering was pursuant to Regulation
D, 504. The sale closed in May 1999 for 1,000,000 shares of common
stock and 100 Class A Warrants.
At a shareholders meeting held June 1, 1999 the Company changed
its name to E-Vegas.COM, Inc.
In June the Company sold 1,000,000 shares and 680,000 shares
for $250,000.00 and $170,000.00 respectively. Said shares were
sold in isolated transactions to two parties and were restricted
(144) shares by investment letters.
The Company raised a total of $1,000,000.00 pursuant to Regulation
D, Rule 504 and $420,000.00 from individual investors in the first
six months of 1999. These funds were used to buy equipment, software
and working capital. The Company owns three subsidiary corporations
(1) 21st Century Software Solutions, Inc., a Nevada corporation, a
software company, (2) Siglo Veintiuno Soluccians Informaticas, S.A.,
a Costa Rican corporation, that operates the international gaming
operation, (3) Global E-COM, S.A.,a
orporation, a telecommunications company. Global E-COMM, S.A.,
was established in Costa Rica and its operation office is located
in San Jose, Costa Rica. The Company was formed as a subsidiary
of 21st Century Software Solutions, Inc., which is a subsidiary of
E-Vegas.COM, Inc., a Nevada corporation trading on the NASD OTC
BULLETIN BOARD (symbol "EVCM"). The Company is a service provider
for all information technology. The Company's motto is "GLOBAL
TELECOMMUNICATIONS TECHNOLOGY SOLUTIONS" "BRINGING THE
ER".
In order to play on in an Internet Casino, a new player must
first register through the Company's Internet site and set up
and account for the server location.
Each new player must place a minimum deposit to open an account
by providing the Company with a credit card number. Once there
is a balance in the account, any or all of that balance can be
transferred into gaming chips.
Products
21st Century Software Solutions, Inc. This Company holds the various
software licenses for the online gaming that is used by Siglo Vientiuno
Solociones Informaticans, S.A.
Siglo Vientiuno Solociones Informaticans, S.A. This Company operates
the Company's online gaming platform, a "virtual" casino and sports
book that players may play most games found in a traditional land-based
operation. The software creates a gaming environment where players are
available to participate in casino games for cash. The following games
are available: Blackjack, Caribbean Poker, Crap, Roulette and slot
machines.
Sports book. In conjunction with the Las Vegas-style games, the
Company operates an online sports book. The sports book will offer
betting on Major League Baseball games; National Basketball Association
games; Men's National Collegiate Athletic Association basketball and
football games; and National Hockey league games. The Company's online
gaming operation can be reached through the Internet at WWW.E-VEGAS
GAMING.COM.
Global E-COMM, S.A. The Company is installing Internet satellite lines
throughout Latin America. They are also installing telecommunications
operations within the commercial buildings in Costa Rica.
Market
The Company has defined its market as outside of North America. The
Company has chosen this operating strategy for three reasons: (1) The
popularity of casino style games in Asia, Europe, and Latin America
exceeds that of North America, (2) projected growth rates of Internet
penetration in Europe and Asia clearly outpaced that of North America,
(3) regulatory uncertainties in the U.S. regarding online casinos.
Industry experts estimate online gaming will reach $6 to $8 billion
U.S. dollars by the year 2
of 1998, Frost and Sullivan of New York released a study, "World
Markets on Online Gambling", which estimated that by the year 2004
the market for online gambling will reach $7 billion U.S. dollars.
World wide it is estimated that in excess of a trillion dollars
is wagered annually on the various forms of gambling. The growth
of the Internet has far exceeded the growth of any other communication
medium in the 20th century. In just under four years the Internet has
reached penetration rates that took the television 13 years to reach and
the radio over 30 years.
While the U.S. has been the dominant marker for the Internet date,
statistics from Nua Ltd. Indicate that approximately 25 per cent of
Internet users are from Europe and 15 per cent are from the Asia Pacific.
eMarketer forecasts that by the year 2000 Internet users outside
the U.S. will users are growing at 43% a year, while users outside
the U.S. are growing at a rate of 70% per year.
Estats, Inc., on online provider and assembler of the Internet
research, believes that the major international growth areas will
be in Europe, led by Germany, the UK, Sweden, and France and the
Asia/Pacific Rim, especially Japan, Australia, Taiwan, and New
Zealand. Western Europe, with 14 million people online, accounting
for 18% of the world's total, represents the next big growth opportunity
of the net. Asia, led by Japan, is a booming market for online users,
e-commerce and advertising dollars.
EStats, Inc. estimates that Asia and the Pacific Rim region hold 8
million of the world's net users, nearly 11% of the total. According
to Paul Budde Communications the online population in Asia, estimated
at 5 to 10 million, comprises only 0.4% of the total population in that
region.
Due to the population of Asia versus its lack of online household
penetration, the long-term potential for growth is astronomical.
The Baker Report was quoted as saying, "We believe our projections
of Internet gambling revenues of US $100 to US$200 billion domestically
and US$200 to US$400 billion in the rest of the world by 2005 is
reasonable, even conservative."
Internet Gambling Worldwide, Past and Future.
US$ 1997 1998 1999 2000 2001
Adult Home Internet Users 46 81 121 145 159
(In Millions)
Percentage of Users 15% 18% 21% 24% 27%
Conducting Online Transactions
Potential Internet Gamblers 0.9 14.5 25.4 34.8 43.0
(In Million)
Per Capta Expenditure $146 $154 $155 $160 %165
Potential Internet Gambling $1,009 $2,182 $3,922 $5,555 $7,080
Revenue (In Millions)
Estimated Actual Internet $0 $651 $811 $1,520 $2,330
Gambling Revenue (In Millions)
Source: Deutsche Bank; Christiansen/Cummings Association.
Marketing
The Company is in the processing of developing a detailed
tactical marketing plan and player loyalty program. The
Company's marketing plan will consist of the following:
1. Online banner advertisements on selected sites.
The Company will purchase online advertisements
on selected sites in order to ensure it reaches its
target market. E-Vegas will also enter into reciprocal
advertising agreements, offering non-competitive online
gaming companies advertising space on the www.e-vegasgaming.com
site in exchange for advertising space on the partner site.
2. Public relations program will be implemented over
the next 6 to 12 months. The Company will work with
online and traditional gaming media to promote the site
through sponsorship, articles, etc.
3. Online links. These are a number of online directories, which
provide links to casinos and sports books or offer the "best of
the net". E-Vegas will seek to list with a number of these services
to increase its online exposure.
4. On Las Vegas and travel guides in Las Vegas hotels.
5. Radio Advertising will be on sports tall ratio stations
during peak traffic times in major metropolitan areas.
6. Direct Mail Campaign will target the gaming community
via mailing lists received from various resources within
the gaming community.
7. Media Kits. The Company plans to develop comprehensive
media kits to be distributed to financial Print Advertising
will also focus on increasing customer awareness and comfort
regarding Internet gaming. The targeted gaming magazines and
periodicals are as follows: Chance Magazine; Casino Player;
Card Player, and Casino Journal. Advertisements will also be
placed in sports orientated publications such as Sports Illustrated;
Sports Magazine; and the Daily Racing Forum. Travel publications
focusing on p
ncluding The Wall Street Journal, Business Weekly,
Success, Forbes, New York Times, and Washington Post,
etc. The media kits will be sent to the columnist at
the carious newspapers. Media kits will also be sent
financial reporters at major television networks.
Competition
In a Special Report by the Washington Post on June 1, 1998, it was
reported that there are at least 140 websites that now offer some form
of wagering over the Internet, with new sites evolving daily. Thus the
critical task facing any online venture is the ability to offer some
sort of differentiation and development.
These gaming sites offer bingo, casino games and sports books. A
sample of direct competitors to the Company is outlined below:
Strrnet "World Gaming" - (SNMM-OTC BB)
Offers players casino games, sports book, virtual bingo, lotteries
and worldwide horseracing coverage. For safe wagering, Starnet employs
the use of STAR-MX encryption. Starnet's corporate office is in
Vancouver, but operates validity in Antigua. In 1998, Starnet reported
its casino group saw 6 million hits daily; the average spent per better
visit was US$200. Starnet's web address is www.worldgaming.net.
You Bet (NASD OTC-BB: UBET)
Offers only pari-mutuel games. You Bet offers handicaps, news and
statistics. Corporate offices are located in California. You Bet's
web site is located at www.youbet.com.
Virtual Gaming Technologies (NASD OTC-BB: VGTI)
Corporate offices in San Diego, operating legally in Antigua, Virtual
Gaming Technologies offers casino games and a sports book. Wagering
is done via a third party processor and a regulated bank. Virtual
Gaming Technologies has been accepting real-money wagers since September
of 1997. Virtual Gaming Technologies web site is located at
www.virtcasino.com.
Gaming Lottery Corp. (NASD: GLCCF)
Also known as "GalaxiWorld", GLCCF offers JAVA based Poker and
slots online. GalaxiWorld Limited, a wholly owned subsidiary of
GLC Limited, is licensed to operate an international Internet casino
in St. Kitts.
GalaxiWorld is in the process of developing a 3-D virtual casino,
with 52 different games of chance, including blackjack, poker, roulette,
craps, slots and Pai Gow. There will also be a sports book, keno,
cumulative lotteries and progressive jackpots.
NTN (AMEX: NTN)
Operates as "IWN Homestretch" and specializes in pari-mutuel
(horseracing). NTN is located in California. NTN does not
currently accept any wagering. NTN's web site is located at
www.iwnonline.com.
Research and Development
The Company is completing beta testing of the Casino and Sports
Book operations and it should be fully functional in the third quarter.
Patents and Trademarks
The Company has trademarked E-Vegas Gaming.COM in the
United States and has an Internet domain of E-Vegas Gaming.COM.
Employees
At present the Consolidated Corporation has 21 employees in
Vancouver, B.C., and San Jose, Costa Rica.
Facilities
The Company has a statutory office at 1905 South Eastern Ave,
Las Vegas, NV 89104 and the E-Vegas.COM, Inc., has headquarter
offices located in a 1500 square foot office at 1128-789 West
Pender Street, Vancouver, B.C. V6C1H2 and the Costa Rican office
is a 3000 square feet located at Edeeficin La Meseta - Sungendo
Pisa Pasio Colon, Calle 28/ Avenida 2, San Jose Costa Rico.
Legal
The Company is not a party of any material pending legal
proceedings and no such action by, or to the best of its
knowledge, against the Company has been threatened.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
Overview
The Company was incorporated in February 1997 and until late in
1998 was involved in the Mining development of claims located in
Mexico. In late 1998 the Company suspended development work and
the Company was dormant in January and February of 1999.
On March 5, 1999 the Company acquired 21st Century Software Solutions,
Inc., a Nevada corporation, which owned proprietary rights to software
for an Internet gaming operations and the trade style of E-Casino Gaming
Corporation for 2,000,000 shares of authorized, but unissued common stock.
Net Operating Loss
The Company has accumulated $88,314.00 in operating losses as of
December 31, 1998 from its mining endeavors. As of June 30, 1999
the Company had incurred net operating losses of $712,108.00 with
no revenue.
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement
of Financial Accounting Standard ("SFAS") No. 128, "Earning Per
Share" and Statement of Financial Accounting Standards No. 129
"Disclosures of Information about an Entity's Capital Structure."
SFAS No. 128 provides a different method of calculating earnings
per share than is currently used in accordance with Accounting
Principles Board Option No. 15 "Earning Per Share." SFAS No.
128 provides for the calculation of "Basic" and "Dilutive" earni
. Basic earnings per share includes no dilution and is computed
by dividing income available to common shareholders by the weighted
average number of common shares outstanding for the period. Diluted
earnings per share reflect the potential dilution of securities that
could share in the earnings of an entity, similar to fully diluted
earnings per share. SFAS No. 129 establishes standards for disclosing
information about an entity's capital structure. SFAS No. 128 and SFAS
No. 129 are effective for finan
ts issued for periods ending after December 15, 1997. Their
implementation is not expected to have a material effect on
the financial statements.
The Financial Accounting Standards Board has also issued SFAS No. 131,
No. 30, "Reporting Comprehensive Income" and SFAS No. 131 "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 130
establishes standards for reporting and display comprehensive income,
its components and accumulated balances. Owners and distributors to
owners define comprehensive income to include all changes in equity
except those resulting from investments. Among other disclosures,
SFAS No. 130 requires t
that are required to be recognized under current accounting standards
as components of comprehensive income can be reported in a financial
statement that displays with the same prominence as other financial
statements. SFAS No. 131 supersedes SFAS No. 14 "Financial Reporting
for Segments of a Business Enterprise." SFAS No. 131 established
standards on the way that public companies report financial information
about operating segments in the interim financial statements issued to
the public. It also esta
ards for disclosure regarding products and services, geographic
areas and major customers. SFAS No. 131 defines operating segments
as components of a company about which separate financial information
is available that is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance.
SFAS No. 130 and 131 are effective for financial statements for
periods beginning after December 15, 1997 and required comparative
information for earlier years to be restated. Because of the recent
issuance of the standard, management had been unable to fully evaluate
the impact, if any the standard may have on future financial statement
disclosures. Results of operations and financial position, however,
will be unaffected be implementation of the standard.
Inflation
In the opinion of management, inflation will not have a have a
material effect on the operations of the Company.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking
statement. The Company wishes to advise readers that actual
results may differ substantially from such forward-looking
statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ
materially from those expressed in or implied by the statements,
. including, but not limited to, the following: the ability o the
Company to meet its cash and working capital needs, the ability of
the Company to succ
et its production. Other risks detailed in the Company's periodic
report filing with the Securities and Exchange Commission.
Year 2000 Compliance
The Company is reviewing its computers systems and operations, as
well as the components for its systems, to determine the extent to
which the business will be vulnerable to potential errors and failures
as a result of the "Year 2000" problem. The year 2000 problem results
from the use of computer programs which are written using only two
digits (rather than four digits) to define applicable years. ON
January 1, 2000, any clock or date recording mechanism, including
date sensitive software which uses onl
to represent the year, could recognize a date using "00" as the
year "1900", rather than the year "2000". This could result in
system failures or miscalculations, causing disruptions of operations,
including, among other things, a temporary inability to process
transaction, send invoices, provide services or engage in similar
services. These failures, miscalculations and disruptions could
have a material adverse effect n our business, operations, and
financial conditions. The Company's software and hardw
s in its systems are Y2K compliant, and the Company is taking
steps to make sure its developed systems are Y2K compliant and
the systems components are Y2K compliant.
The Company has made inquiries to its outside suppliers to ascertain
if such suppliers are Y2K compliant. At this time, management is
satisfied that such suppliers have made or are making appropriate
examinations and necessary upgrades to insure Y2K readiness.
However, the Company does not depend exclusively on one supplier,
and, therefore, does not anticipate any significant interruption
in materials and supplies in the event that any particular supplier
experiences Y2K problems. Although the Company d
ipate any material adverse effects, it cannot guarantee that
no disruption in products or services will occur if multiple
suppliers experience Y2K problems.
The Company has not experienced and does not anticipate any
extraordinary expenses related to Y2K. The Company will continue
to monitor its internal systems and keep in close touch with its
outside suppliers to insure that its operations are not materially
affected by Y2K.
Currently, the Company does not have contingency plans in place
to deal with unanticipated Y2K disruptions if they occur. Such
unanticipated disruptions could have an adverse effect on the
Company's operation.
Operating Results
The Company's current capital was provided by the Private
Placement for $1,000,000.00 total dollars and two private
party investments of $420,000.00. Management believes
that the Company's cash requirements can be satisfied with
existing capital for ninety days, if sales are sufficient
to handle current operating costs. Management anticipates
that the Company requires further capital of approximately
$800,000.00 within the next ninety days in order to properly
facilitate production and distribution chan
dditional capital is expected to come from sales, if initial
marketing is delayed or revenues are not adequate to satisfy
its capital needs, the Company will have to explore other
alternatives for funding.
In the event, outside funding is necessary; the Company will
investigate the possibility of interim financing, either debt
or equity, to provide capital. Although, management has not
made any arrangements or definitive agreements, the Company
will consider private funding or the private placements of
its securities and/or a public offering. If the Company
experiences a substantial delay in marketing revenues and
is unable to secure public financing form the sale of its
securities or from private lenders,
tion of the Company as a going concern would be seriously jeopardized.
The Company has authorized an offering of $1,000,000.00 pursuant
to Regulation D Rule 506 late in the third quarter of 1999.
The Company anticipates revenue from operations in the third quarter.
Result of Operation
A summary of our balance sheets for the years
ended December 31, 1997 and 1998 and for interim
statements for June 30, 1999 are as following:
Years Ended
December 31 June 31,
1997 1998 1999
Cash/Cash Equivalents $ 704 293 $ 88,018
Total Current Assets 704 293 179,383
Total Assets 32,329 26,647 648,129
Current Liabilities 2,235 4,941 104,924
Total Liabilities 2,235 4,941 104,924
Total Stockholders & 30,094 21,707 543,205
Equity
Total Liability & 32,339 26,647 618,129
Shareholder Equity
Summary of Revenue Statement
The following summarizes the results of the Company's
operation for the years ended December 31, 1997 and 1998
and the interim period June 30, 1999.
From Inception
Six Months Years Ended February 1, 1997
Ended December 31, through
June 30, 1999 1998 1997 June 30, 1999
REVENUES $ - - - -
OPERATING EXPENSES
Management Fees 75,000 - - 75,000
Advertising and 61,034 - - 61,034
Promotion
Depreciation and 50,503 5,271 - 55,774
Amortization
General and 467,174 3,117 79,925 550, 216
Administrative
Total Operating 653,711 8,388 79,925 742,024
Expenses
OPERATING LOSS (653,711) (8,388) (79,925) (742,024)
OTHER INCOME (EXPENSE)
Lost on Investment (250,000) - - (250,000)
Gain on Sale of Asset 5,109 - - 5,109
Interest income 100 - - 100
Total Other Income (244,791) - - (244,791)
(Expenses)
Total Expenses 898,502 8,3888 79,925 986,815
NET LOSS $ (898,502) (8,388) (79,925) (986,815)
BASIC NET LOSS $ (0.06) (0.00) (0.00)
PER SHARE
WEIGHTED 18,780,000 12,000,000 12,000,000
AVERAGE NUMBER
OF SHARES OUTSTANDING
ITEM 3. Description of Property
The information required by this Item #, Description of Property,
is set forth in Item 1, Description of Business, of this Form 10-SB.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of the
Company's knowledge, as of June 30, 1999, with respect to each
person known by the Company to own beneficially more that 5% of
the outstanding Common Stock, each director and all directors and
officers as a group.
Name and Address Amount and Nature Percent of
Of Beneficial Owner Beneficial Ownership of Class (1)
Edward B. Gallagher 1,119,000 7% (1)
9311-163 A Street
Surrey, B.C. Canada V4N3C6
Erwin Liem 1,119,000 7% (2)
243-2496 East Hastings St.
Vancouver, B.C. Canada V5K1Z1
Antal & Marilyn Markus 1,200,000 7.4% (3)
200 Merlin Court
Kelowna, B.C. Canada V1V1N2
Management as a group 3,438,000 21%
Michael Laidlaw 1,000,000
55 Fallon Way
Isle of Dog
London, UK E14GUP
Nevisian Stock Brokers, Ltd. 680,000
Prince Charles Street
Charlestown Nevis
West Indies
(1)(2) 21st Century Software Solutions, Inc., own 2,000,000 shares.
The Company is owned by Mr. Gallagher and Mr. Liem. (3) Mr. Markus
is an officer & director & Mrs. Markus is a former officer & director.
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
Name Age Position
Edward B. Gallagher 57 President
Erwin Liem 42 Secretary and Treasurer
Antal Markus 43 Vice President
All directors hold office until the next annual meeting of
stockholders and until their successors have duly been elected
and qualified. Directors will be elected at the annual meetings
to serve for on year terms. There are no agreements with respect
to the election of directors. The Company has not compensated its
directors for service on the Board of Directors or any committee
thereof. Any non-employee director of the Company shall be reimbursed
for expenses incurred for attendance at meetings of the
ectors and any committee of the Board of Directors. The
Executive Committee of the Board of Directors, to the
extent permitted under Nevada law, consists of the two
directors and exercises all of the power and authority
of the Board of Directors. Each executive officer is
appointed by and serves at the discretion of the Board of Directors.
None of the officer and./or directors of the Company are officers
or directors of any other publicly traded corporation, nor have
any of the affiliates or promoters of the Company filed any bankruptcy
petition, been convicted in or been the subject of any pending criminal
proceedings, or the subject or order, judgment, or decree involving the
violation of any state of federal securities laws within the past five
years.
The business experience of each of the persons listed below
during the past five years is as follows:
Mr. Edward B. Gallagher, President
Mr. Gallagher is a Partner of President's Corporate Group, Inc., as a
President of the Group; he has taken the Group to the 21st Century in
business. Mr. Gallagher is a retired Royal Canadian Mounted Police and
currently active in several board of directors of public corporation in
Canada. His experiences are in the are of high technology development
and product sourcing. As the co-founder of Canada Payphone, Ltd., Mr.
Gallagher pioneered the privatization of payphones in Canada.
Mr. Erwin Liem, Secretary and Treasurer
Mr. Liem has been involved in corporate development of public
companies listed in the NASDAQ and Vancouver Stock Exchange
since 1986. He is responsible for all aspects of corporate
operations and acts as a liaison between the Company and its
various corporate advisors. Mr. Liem oversaw the establishment
of the Company's operations in Costa Rica. As such, he is responsible
for overseeing the operations in Costa Rica.
Mr. Antal (Tony) Markus, Vice President
Mr. Markus is an expert in capital financing and mergers/acquisition. He
acts as investment banker for the Company's development as well as
Corporate Finance. In the past 20 years, Mr. Markus has successfully
run and merged public corporations on the Vancouver Stock Exchange and
NASDAQ and capitalized all companies with over $100 million. He will
continue his performance with the current development at Global E-Comm,
S.A. as the Director of Finance.
ITEM 6. Executive Compensation
Mr. Edward B. Gallagher makes 30,000 a year.
Mr. Erwin Liem makes 30,000 a year.
Mr. Antal Markus makes 30,000 a year.
(a) No Director or Officer of the Corporation has had aggregate
remuneration exceeding $50,000.00 per year.
(b) There are no annuity, pension or retirement
benefits proposed to pay to officers, directors or
employees of the Corporation in the event of retirement
date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries.
(c) No remuneration other than that reported in paragraph
(a) of this item it proposed to be in the future directly
or indirectly by the corporation to any officer or director
under any plan which is presently existing.
ITEM 7. Certain Relationships and Related Transactions
Edward Gallagher and Erwin Liem were the shareholders 21st
Century Software Solutions, Inc., acquired by the Company
in March of 1999 and each received 1,000,000 of common stock
in exchange for their ownership of 21st Century Software
Solutions, Inc. This stock is restricted.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of Common Stock,
par value $.001 per share, of which 12,000,000 shares were issued and
outstanding as of December 31,1998 and 18,780,000 as of June 30, 1999
respectively. All shares of Common Stock have equal rights and
privileges with respect to voting, liquidation and dividend rights.
Each share of Common Stock entitles the holder thereof to (I) one
non-cumulative vote for each share held of record on all matter
submitted to a vote of the stockholder
articipate equally and to receive any and all such dividends as
may be declared by the Board of Directors out of funds legally
available therefor; and (III) to participate pro rata in any
distribution of assets available for distribution upon liquidation
of the Company. Stockholders of the Company have no preemptive rights
to acquire additional shares of Common Stock or any other securities.
The Common Stock is not subject to redemption and carries no subscription
or conversion rights. All outstanding sh
n Stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of and Dividends on the Registrant's Common
Equity and Other Shareholder Matters
Prior to the filing of this registration statement, 4,100,000 shares
of the Company's Common Stocks are eligible to trade on the OTC Bulletin
Board. The Company's Common Stock is eligible to be traded in the over
- -the-counter market upon filing of this FORM 10SB and the clearings and
comments thereto by the Commission.
The ability of an individual shareholder to trade their shares in a
particular state may be subject to various rules and regulations of
that state. A number of states require that an issuer's securities
be registered in that state. Presently, the Company has no plans to
register its securities in any particular state. Further, most likely
the Company's shares will be subject to the provisions of Section 15(g)
and Rule 15g-9 of the Securities Act of 1934, as amended (the "Exchange
Act"), commonly referred
enny stock" rule. Section 15(g) sets forth-certain requirements for
transactions in penny stocks and rule 15g-9(d)(1) incorporates the
definition of penny stock as that used in Rule 3a51-1 of that used
in Rule 3a51-1 of the Exchange Act.
Toe Commission generally defines penny stock to be any equity
security that has a market price less that $5.00 per share,
subject to certain exception. Rule 3a51-1 provides that any
equity security is considered to be penny stock unless that
security is registered and traded in a national securities
exchange meeting specified criteria set by the Commission;
authorized for quotation on the NASDAQ stock Market; issued
by a registered investment company; excluded from the definition
on the basis of price (a
per share) of the issuer's net tangible assets; or exempted from
the definition by the Commission. If the Company's shares are
deemed to be penny stock, trading in the shares will be subject
to additional sales practice requirements on broker-dealers who
sell penny stocks to persons other than established customers and
accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000.00 or $300,000.00
together with their spouse.
For transactions covered by these rules, brokers-dealers must make
a special suitability determination for the purchase of such security
and must have received the purchaser's written consent to the transaction
prior to the purchase. Additionally, for any transaction involving penny
stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a trick disclosure document relating to the penny stock
market. A broker-dealer also must disclose the commissions payable to
both the b
and the registered representative, and current quotations for
the securities. Finally, monthly statements must be sent disclosing
recent price information for the penny stock held in the account and
information on the limited market in penny stocks. Consequently, these
rules may restrict the ability of broker-dealers to trade and/or maintain
a market in the Company's Common Stock and may effect the ability of
shareholders to sell their shares.
As of December 31, 1998 there were 65 shareholders holding 12,000,000
issued and outstanding of this amount, 0 shares were issued prior to
December 1997. As of June 30, 1999 18,780,000 shares were issued and
outstanding and 4,100,000 shares would be eligible to trade. The Company
presently trades under the symbol EVCM and has traded under the symbol
CLMI in the first quarter of 1999 and EVCIN in the second quarter.
1st Quarter 2nd Quarter 3rd Quarter
Bid $ .10 $ .60 $ .25
Ask .12 1.05 .37
There are 16 market makers listed in the stock.
The market makers are as follows:
Hill AGII SHRP
Paragon MASH BGTN
Herzog MHMY GAIN
Knight ALPS FLSC
Wien Frankel USTC
Naib
Dividend Policy
The Company has not declared or paid cash dividends or
make distributions in the past, and the Company does not
anticipate that it will pay cash dividends or make distributions
in the foreseeable future. The Company currently intends to retain
and invest in future earnings to finance its operations.
ITEM 2. Legal Proceedings
There is presently no material pending legal proceedings to which
the Company or any of its subsidiaries in a party or to which any
of its property is subject and, to the best of its knowledge, no
such actions against the Company are contemplated or threatened.
ITEM 3. Changes in and Disagreements with Accountants
There have been no changes in or disagreements with accountants.
ITEM 4. Recent Sale of Unregistered Securities
February 10, 1997, as Clear Water Mining, Inc. The Company completed
a private placement offering pursuant to Regulation D, 504 for 11,000,000
shares at $.01 per share for a total of $110,000.00 in November 1997.
There were a total of 12,000,000 outstanding as of December 31, 1998 and
an authorized capital of 50,000,000 shares of $.001 par value, common
shares. On March 5, 1999 the shareholders ratified the acquisition of
the proprietary rights to software for an Internet gaming operation, a
Costa Rican
l license and the trade style of E-Casino Gaming Corporation, a Nevada
corporation, in exchange for 2,000,000 shares of authorized but unissued
common stock.
On March 9,1999 an offering was completed selling 1,500,000 shares of
stock for $150,000.00 pursuant to Rule 504.
On March 11, 1999 the Company's name was changed to E-Casino
Gaming Corporation and on March 29, 1999 an additional offering
of 600,000 shares of common stock for $150,000.00 pursuant to
Rule 504.
On March 15, 1999, the Company sold its wholly owned subsidiary,
True Vista Mining De Mexico, SACV for $30,000.00 and a 10% stock
interest to True Vista Mining, Inv., a Nevada corporation, thereby
dividing its Mexican Mining interest.
On May 11, 1999 the Company offered for sale 100 investment
units consisting of 10,000 shares of common stock at $.70 per
share and a Class A Warrant to purchase 3,500 shares of common
stock for $2.00 per share, exercisable after eighteen months (18)
from date of close of the offering. The aggregate offering was
$700,000.00 at a unit price of $7,000.00 each. The offering was
pursuant to Regulation D, 504. The sale closed in May 1999 for
1,000,000 shares of common stock and 100 Class A Warrants.
At a shareholders meeting held June 1, 1999 the Company changed
its name to E-Vegas.COM, Inc.
In June the Company sold 1,000,000 shares and 680,000 shares
for $250,000.00 and $170,000.00 respectively. Said shares were
sold in isolated transactions to two parties and were restricted
(144) shares by investment letters.
Item 5. Indemnification of Director and Officers
As permitted by the provisions of the Nevada Revised Statutes
(the "NRS"), the Company has the power to indemnify any person
made a party to an action, suit or proceeding by reason of the
fact that they are or were director, officer, employee or agent
of the Company, against expenses, judgments, fines and amounts
paid in settlement actually and reasonable incurred then in
connection with any such action, suit or proceeding if they
acted in good faith and in a manner which they reasonably
believed to be in,
ed to, the best interest of the Company and, in any criminal
action proceeding, they had no reasonable cause to believe their
conduct was unlawful. Termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon plea of nolo
contendere or its equivalent, does not, of itself, create a presumption
that the person did not act in good faith and in a manner which they
reasonably believed to be in or not opposed to the best interests of
the Company, and, in any criminal manner
oceeding, they had no reasonable cause to believe their
conduct was unlawful.
The Company must indemnify a director, officer, or agent of the Company
who is successful, on the merits or otherwise in the defense of any action,
suit, or proceeding, or in defense of any claim, issue, or matter in the
proceeding, to which they are a party because they are or were a director,
officer, employee, or agent of the Company against expenses actually and
reasonably incurred by them in connection with the defense.
The Company may provide to pay the expenses of officers and directors
in defending a civil or criminal action, suit, or proceeding as the
expenses are incurred and in advance of the final depositions of the
action, suit, or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount of it is ultimately
determined by a court of competent jurisdiction that they are not entitled
to be indemnified by the Company.
The NRS also permits a corporation to purchase and maintain liability
insurance or make other financial arrangements on behalf of any person
who is or was a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability
asserted against then and liability and expenses incurred by them in their
capacity as director, officer, employee or agent, or arising out of their
status as such, whether or not the Company has the authority to indemnif
t such liability and expenses. Presently, the Company does not carry such
insurance.
Transfer Agent
The Company has designated Interwest Transfer Company,
Inc., 1981 East 4800 South, Suite 100 Salt Lake City,
Utah 84117, as its transfer agent.
PART F/S
The Company's financial statement for fiscal year ended
December 31, 1997 and 1998 and June 30, 1999 have been
examined to the extent indicated in their reports by Jones,
Jensen & Company, independent certified public accountants,
and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated
by the Securities and Exchange Commission and are included in response
to Item 15 of this Form 10-SB.
CLEAR WATER MINING, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 19,1997
CONTENTS
Independent Auditors' Report
Balance Sheet
Statement of Operations
Statement of Cash Flows
Notes to the Financial Statements
A PARTNERSHIP OF
PROFESSIONAL CORPORATIONS
R. Gordon Jones, CPA, PC
Mark F. Jensen. CPA, PC
Franklin L. Hunt, CPA, PC
To the Board of Directors
Clear Water Mining, Inc.
Winfield, B.C. Canada V4V 1X9
JONES, JENSEN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS'REPORT
MEMBERS
American Institute of Certified Public Accountants
Utah Association of Certified Public Accountants
SEC Practice Section
Private Companies Practice Section
Independent Accountants International
We have audited the accompanying balance sheet of Clear Water
Mining, Inc. (a development
stage company) as of March 19, 1997 and the related statements of operations,
stockholders'
equity and cash flows from inception on February 10, 1997 through March 19,
1997. 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.
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 Clear Water Mining, Inc. (a development stage company)
as of March 19,
1997 and the results of its operations and its cash flows from inception on
February 10, 1997
through March 19, 1997 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue
as a going concern. As discussed in Note 3 to the financial statements, the
Company is a development
stage company with no significant operating revenues to date which together
raise substantial
about its ability to continue as a going concern. Management's plans in regard
to these matters are
also described in Note 3. The financial statements do not include any
adjustments that might result
from the outcome of this uncertainty.
Jones, Jensen & Company
April 3, 1997
50 South Main Street, Suite 1450, Salt Lake City,
Utah 84144 - Telephone (801) 328-4408,
Facsimile (801) 328-4461
CLEAR WATER MINING, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
March 19,
1997
CURRENT ASSETS
Cash $ 10,000
TOTAL ASSETS $ 10,000
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Note payable (Note 4) $ 10,000
TOTAL LIABILITIES 10,000
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, authorized 50,000,000 shares; 0 shares
issued and outstanding Additional paid-in capital Deficit accumulated during
the development stage
Total Stockholders' Equity
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 10,000
The accompanying notes are an integral part of these financial statements.
4
CLEAR WATER MINING, INC.
(A Development Stage Company)
Statement of Operations
From
Inception on
February 10,
1997 Through
March 19,
1997
REVENUE $ -
EXPENSES -
NET INCOME(LOSS) -
NET (LOSS) PER SHARE -
CLEAR WATER MINING, INC.
(A Development Stage Company)
Statement of Cash Flows
From
Inception on
February 10,
1997 Through
March 19,
1997
CASH FLOWS FROM
OPERATING ACTIVITIES
Income (loss) from operations $ -
Adjustments to reconcile net income to
net cash provided by operating activities:
Increase (decrease) in accounts
payable -
Net Cash Provided (Used) by Operating Activities-
CASH FLOWS FROM INVESTING ACTIVITIES-
CASH FLOWS FROM FINANCING ACTIVITIES-
Proceeds from note 10,000
Net Cash Provided (Used) by Financing Activities 10,000
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 10,000
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $10,000
Cash Paid For:
Interest $
Income taxes $
The accompanying notes are an integral part of these financial statements.
6
CLEAR WATER MINING, INC.
(A Development Stage Company)
Notes to Financial Statements
March 19, 1997
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On February 10, 1997 Clear Water Mining, Inc. (the Company)
was incorporated under the laws of Nevada to engage in the
exploration and mining business.
The Company has authorized 50,000,000 shares of $0.001 par
value common stock. The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting.
b. Provision for Taxes
At March 19, 1997, the Company had no income and no net
operating loss carryforwards. No tax expense or benefit
has been reported in the financial statements.
c. Cash Equivalents
The Company considers all highly liquid investments with a
maturity of three months or less when purchased to be cash equivalents.
d. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent 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 t
he reporting period. Actual results could differ from those estimates.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
he normal course of business. The Company has not established
revenues sufficient to cover its operating costs and allow it to
continue as a going concern. Management believes that the
will soon be able to generate revenues sufficient to cover
its operating costs. Currently management is committed to cover
all operating and other costs until sufficient revenues are generated.
NOTE 4 - NOTE PAYABLE
The Company received $10,000 from the president of the
Company in exchange for a note. The note payable is non-interest
bearing, due upon demand, and is unsecured.
7
CLEARWATER MINING, INC, AND SUBSIDIARY
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1998
CONTENTS
Independent Auditors' Report ............
Consolidated Balance Sheet .........
Consolidated Statements of Operations
Consolidated Statements of Stockholders' Equity ....
Consolidated Statements of Cash Flows .........
Notes to the Consolidated Financial Statements . .
JONES, JENSEN
& COMPANY, LLC
INDEPENDENT AUDITORS' REPQRT
To the Board of Directors
Clear Water Mining, Inc. and Subsidiary
Kelowna, British Columbia
We have audited the accompanying consolidated balance sheet of
Clear Water Mining, Inc. and Subsidiary (a development stage company)
as of December 31, 1998 and the related consolidated statements of
operations, stockholders' equity and cash flows for the year ended
December 31, 1998 and from inception on February 10, 1997 through
December 31, 1997 and 1998. There consolidated financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these consolidated 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 consolidated financial
statements are free of material misstatement. An audit includes examining
on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall consolidated financial statement
presentation,
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly in all material respects, the financial position of Clear
Water
Mining, Inc. and Subsidiary (a development stage company) as of December
31, 1998 and the results of Is operations and its cash flows for the year
ended
December 31, 1998 and from inception on February 10, 1997 through
December 31, 1997 and 1998 in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared
assuming
that the Company will continue as a going concern, As discussed in Note 3
to the
consolidated financial statements, the Company is a development stage
company
with no significant operating revenues to date which together raise
substantial
doubt about its ability to continue as a going concern. Management's plans
in regard
to these matters are also described in Note 3. The consolidated financial
statements
do not include any adjustments that might result from the outcome of this
uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
February 19, 1999
CLEARWATER MINING, INC AND SUBSIDIARY
(A Development Stage Company)
ASSETS
DECEMBER 31
1998
CURRENT ASSETS
Cash $ 293
Total Current Assets 293
OTHER ASSETS 26,354
Leasehold rights (note 4) 26,354
Total Other Assets 26,647
Total Assets 26,647
Liabilities and Stockholders Equity
LIABILITIES 4,941
Total Liabilities 4,941
Stockholders Equity
Accounts Payable - related party
Common stock, $0.001 par value
Authorized 50,000,000 shares,
12,000,000 shares issued and outstanding 12,000
Additional Paid in Capital 98,020
Deficit accumulated during the
Development stage (88,314)
Total Stockholders Equity 21,706
Total Liabilities and Stockholders
Equity 26,647
The accompanying notes are an integral part of
these consolidated financial statements
CLEAR WATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Operations
For the From Inception on
Year Ended February 10, 1997 Through
December 31, December 31,
1998 1997 1998
REVENUE $- $ $ -
EXPENSES
Amortization expense 5,271 - 5,271
General and administrative 3,117 79,926 83,043
Total Expenses 8,388 79,926 88,314
NETLOSS $ (8,388) $ (79,926) (88314)
BASIC LOSS PER SHARE $(0.00) (0.01)
The accompanying notes are an integral part
of these consolidated financial statements.
5
CLEAR WATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Deficit
Accumulated
During the
Development
Stage
Additional
Common Stock Paid-in
Shares Amount Capital
Inception of
development
stage, February
10, 1997 - - - -
November 18, 1997,
common stock issued for
cash at $0.01
per share 11,000,000 11,000 99,000
November 18,1997,
common stock issued for
services at $0.01
per share 1,000,000 1,000 9,020
Common stock offering costs (10,000)
Net loss from inception on
February 10, 1997 through
December 31, 1997 (79,926)
Balance, December
31, 1997 12,000,000 12,000 98,020 (79,926)
Net loss for the year
ended December 31, 1998 (8,386)
Balance, December 31,
1998 12,000,000 12,000 98,020 (88,314)
The accompanying notes are an integral part
of these consolidated financial statements.
6
CLEARWATER MINING, INC. AND SUBSIDIARY
(A Development Stage company
Consolidated Statements of Cash Flows
For the From Inception on
Year Ended February 10, 1997 Through
December 31, December 31,
1998 1997 1998
CASH FLOWS
FROM OPERATING ACTIVITIES
(Loss) from operations $ (8,388) (79,926) (88,314)
Adjustments to reconcile net (loss)
to net cash used by operating
activities: Amortization expense 5,271 - 5,271
Common stock issued for services - 10,020 10,020
Changes in operating assets
and liabilities: Increase (decrease) in
accounts payable 2,706 2,235 4,941
Net Cash (Used) by Operating
Activities (411) (67,671) (68,082)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of leasehold rights - (31,625) (31,625)
Net Cash (Used) by
Investing Activities - (31,625) (31,625)
CASH FLOWS FROM
FINANCING ACTIVITIES
Common stock offering costs - (10,000) (10,000)
Proceeds from note payable - 10,000 10,000
Payment on note - (10,000 ) (10,000)
Proceeds from common stock - 110,000 110,000
Not Cash Provided
by Financing Activities - 100,000 100,000
INCREASE IN CASH AND
CASH EQUIVALENTS (411) 704 293
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 704 - -
CASH AND CASH EQUIVALENTS
AT END OF YEAR 293 704 293
The accompanying notes are an integral part of these.
consolidated financial statements.
7
CLEARWATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Consolidated Statements of Cash Flows (Continued)
For the From inception on
Year Ended February 10, 1997 Through
December 31, December 31
1998 1997 1998
Cash Paid For
Interes $ $ $
Income taxes $ $ $
The accompanying notes are an integral part of these consolidated
financial statements.
CLEAR WATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1998
NOTE I - ORGANIZATION AND DESCRIPTION OF BUSINESS
On February 10, 1997, Clear Water Mining, Inc. (the Company) was
incorporated under the laws of Nevada to engage in the exploration and
mining business.
The Company has a wholly-owned subsidiary, True Vista Mining de Mexico,
Inc. (the Subsidiary), which was incorporated in the State of Chihuahua,
Mexico, on April 23, 1997, for the purpose of acquiring mining rights in
Mexico.
The Company has authorized 50,000,000 shares of $0.001 par value
ommon stock. The Company has elected a calendar year end.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has elected a December 31 year end.
b. Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.
c. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent 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.
d. Principles of Consolidation
The consolidated financial statements include the accounts of the
Company and the Subsidiary. All significant intercompany accounts
and transactions have been eliminated in consolidation.
e. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the
weighted average number of shares of common stock outstanding
during the period.
f. Income Taxes
No provision for federal income taxes has been made at December
31, 1998 due to accumulated operating losses, The minimum state
franchise tax has been accrued.
9
CLEAR WATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Income Taxes (Continued)
The Company has accumulated approximately $88,000 of net
operating losses as of December 31, 1998, which may be used
to reduce taxable income and income taxes in future years through
2013. The use of these losses to reduce future income taxes will depend
on the generation of sufficient taxable income prior to the expiration
of the net operating loss carryforwards,
In the event of certain changes in control of the Company, there
will be an annual limitation on the amount of net operating loss
carryforwards which can be used. The potential tax benefits of the
net operating loss carryforwards have been offset by a valuation
allowance of the same amount.
NOTE 3 - GOING CONCERN
The company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company has not established
revenues sufficient to cover its operating costs and allow it to continue
as a going concern. Management believes that the Company will soon be
able to generate revenues sufficient to cover its operating costs. Currently,
management is committed to covering all operating and other costs
until sufficient revenues are generated.
NOTE 4 - LEASEHOLD RIGHTS
The Company expended approximately $31,625 in acquiring mining
rights located in Mexico. The rights are being amortized over 6 years
using the straight-line method. The amortization expense for the year
ended December 31, 1998 was $5,271. The Company has paid $2,500 to
hold mining rights exclusively for the Company; meanwhile, the Company
is seeking financing. The Company has entered into a contract to pay
$200,000 a year for exploration which shall not extend for more than
three years. Once exploration begins the rights to the properties may be
purchased for $8,000,000.
NOTE 5 - COMMON STOCK
During the month of November 1997, the Company had a 504 Common
Stock issuance. 11,000,000 shares were issued at $0.01; the proceeds of
which totaled $110,000. In the same month, 1,000,000 shares wee
issued at $0.01 for services rendered, totaling 12,000,000 shares outstanding
at year end.
10
CLEAR WATER MINING, INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to the Consolidated Financial Statements
December 31, 1998
NOTE 6 - SUBSEQUENT EVENTS
a. On February 6, 1999, Clear Water Mining, Inc. directors entered
into a purchase agreement with E-Casino Gaming Corporation
to purchase proprietary rights and software for Internet Casino
and Sports Book, a Costa Rican International license to operate
the same, and the companies trade style for 2,000,000 shares
of authorized, but unissued, common stock. Said assets have
an appraised market value of $297,000. The acquisition was
ratified by shareholders at a special meeting held March 5,
1999. At the some shareholder meeting, the shareholders approved
changing the corporate name to E-Casino Gaming Corporation.
Said amendment was filed with the State of Nevada on March 11, 1999.
b. At a special meeting, a 504D was authorized to sell 1,500,000 shares
of common stock at $0.10 per share. The offering was completed and
funded on March 9, 1999 for $150,000.
11
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 1999 and December 31, 1998
CONTENTS
Independent Auditors' Report
Balance Sheets
Statements of
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
JONES, JENSEN
& COMPANY, LLC
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
INDEPENDENT AUDITORS REPORT
MEMBERS
R. Gordon Jones, CPA
Mark F. Jensen, CPA
Franklin L. Hunt, CPA
Steve M. Hanni, CPA
We have audited the accompanying balance sheets of E-Vegas.Com,
Inc. (formerly Clear Water Mining, Inc.) (a development stage company)
as of June 30, 1999 and December 31, 1998 and the related statements
of operations, stockholders' equity and cash flows for the six months ended
June 30, 1999, for the years ended December 31, 1998 and 1997 and from
inception on February 10, 1997 through June 30, 1999. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards.
Those standards require that we plan and perform the audits 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
audits provide 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 E-Vegas.Com, Inc. (formerly Clear Water Mining, Inc.)
(a development
stage company) as of June 30, 1999 and December 31, 1998 and the results of
its operations
and its cash flows for the six months ended June 30, 1999, for the years ended
December 31,
1998 and 1997 and from inception on February 10, 1997 through June 30, 1999
in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company
will continue as a going concern. As discussed in Note 8 to the financial
statements,
the Company is a development stage company with no significant operating
revenues to date
which together raise substantial doubt about its ability to continue as a
going concern.
Management's plans in regard to these matters are also described in Note 8.
The
financial statements do not include any adjustments that might result from the
outcome
of this uncertainty.
Jones, Jenson and Company
Salt Lake City, Utah
September 15, 1999
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Balance Sheets
ASSETS
June 30, December 31,
1999 1998
Cash $ 82,018 $ 293
Accounts receivable -
related party (Note 3) 97,424 -
Total Current Assets 179,442 293
FIXED ASSETS (Note 1)
Gaming equipment,
software and improvements 448,196 -
Office equipment 4,428 -
Accumulated depreciation (48,745) -
Total Fixed Assets 403,889 -
OTHER ASSETS
Investments (Note 4) 30,000 26,354
Deposits 34,857 -
Total Other Assets 64,857 26,354
TOTAL ASSETS 648,188 26,247
The accompanying notes are an integral part of these financial statements.
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERSEQUITY
June 30 December 31
1999 1998
CURRENT LIABILITIES
Accounts Payabl e $ 14,898 4,940
Shareholder Loan (note 5) 15,085 -
Note Payable (note 6) 75,000 -
Total Current Liabilities 104,983 4,940
Total Liabilities 104,983 4,940
STOCKHOLDERSEQUITY (Note &)
Common stock; $0..01
Par value
50,000,000 shares
authorized
18,780,000 and
12,000,000 shares
issued and outstanding
respectively 18,780 12,000
Additional paid in
capital 1,511,240 98,020
Deficit accumulated during
The development stage (986,815) (88,313)
Total Stockholders
Equity 543,205 21,707
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 648,188 26,647
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Statements of Operations
From
Forthe Inception on
Six Months Forthe February 10,
Ended Years Ended 1997 Through
June 30, December 31, June 30,
1999 1998 1997 1999
REVENUES - - - -
OPERATING EXPENSES
Management fes 75,000 - - 75,000
Advertising and
promotion 61,034 - - 61,034
Depreciation and
amortization 50,503 5,271 - 55,774
General and
administrative 467,174 3,117 79,925 550,216
Total Operating
Expenses 653,711 8,388 79,925 742,024
OPERATING LOSS (653,711) (8,388) (79,925) (742,024)
OTHER INCOME (EXPENSE)
Loss on investment (250,000) - - (250,000)
Gain on sale of asset 5,109 - - 5,109
Interest income 100 - - 100
Total Other Income
(Expense) (244,791) - - (244,791)
NETLOSS $ (898,502 ) (8,388) (79,925) (986,815)
BASIC NET LOSS PER
SHARE $ (0.06) (0.00) (0.01)
WEIGHTED AVERAGE NUMBER
OF SHARES
OUTSTANDING 14,778,457 12,000,00 0 12,000,000
The accompanying notes are an integral part of these financial statements.
6
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Statements of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Share Amount Capital Stage
Inception of Development
Stage February 10, 1997 - - - -
November 18, 1997, common
Stock issued for cash at
$0.01 per share 11,000,000 11,000 99,000
Common stock offering costs - - (10,000)
Net loss from inception on
February 10, 1997 through
December 31, 1997 - - - (79,925)
Balance, December
31, 1997 12,000,000 12,000 98,020 (79,925)
Net loss for the year ended
December 31, 1998 (8,388)
Balance, December
31, 1998 12,000,000 12,000 98,020 (88,313)
March 5, 1999, common
Stock issued for
proprietary rights and
software recorded at
predecessor cost 2,000,000 12,000 98,020
March 5, 1999,
common stock
issued for cash at $0. 10
per share 1,500,000 1,500 148,500
April 3, 1999,
common stock
issued for cash at
$0.25 per share 600,000 600 149,400
May 3, 1999,
common stock
issued for cash
at $0.70 per share 1,000,000 1,000 699,000
June 30,1999,
common stock
issued for cash
at $0.25 per share 680,000 680 169,320
June 30, 1999,
common stock
issued for investment
at $0.25 per share 1,000,000 1,000 249,000
Net loss for the six months ended
June 30, 1999 - - - (898,502)
Balance, June 30,.
1999 18,780,000 18,780 $ 1,511,240 $ (986,815)
The accompanying notes are an integral part of these financial statements.
7
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Statements of Cash Flows
From
For the Inception on
Six Months For the February 10
Ended Years Ended 1997 Through
June 30, December 31, June 30,
1999 1998 1997 1999
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) from operations $ (898,502) $ (8,388) $ (79,925) $ (986,815)
Adjustments to reconcile net (loss) to
net cash used by operating activities:
Depreciation and amortization 50,503 5,271 - 55,774
Loss on investment 250,000 - - 250,000
Gain on sale of asset 5,109 - - 5,109
Common stock issued for services - - 10,020 10,020
Changes in operating assets and liabilities:
(increase) decrease in accounts receivable -
related party (67,424) - - (67,424)
(Increase) decrease in deposits (34,857) - - (34,857)
Increase (decrease) in accounts
payable 9,958 2,706 2,235 14,899
Net Cash (Used) by Operating
Activities (685,213.) (411) (67,670) (753,294)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments purchased (30,000) - - (30,000)
Purchase of equipment (463,147) - - (463,147)
Purchase of leasehold
rights - - (31,626) (31,626)
Net Cash (Used) by
Investing Activities (493,147) - (31,626) (524,773)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock offering costs - - (10,000) (10,000)
Proceeds from notes payable 90,085 - 10,000 100,085
Payment on note - - (10,000) (10,000)
Proceeds from common stock 1,170,000 - 110,000 1,280,000
Net Cash Provided by Financing
Activities 1,260,085 - 100,000 1,360,085
INCREASE IN CASH AND CASH
EQUIVALENTS 81,725 (411) 704 82,018
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 293 704 - -
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 82.018 293 $ 704 $ 82,018
The accompanying notes are an integral part of these financial statements.
8
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Statements of Cash Flows (Continued)
From
For the Inception on
Six Months For the February 10,
Ended Years Ended 1997 Through
June 30, December 31. June 30,
1999 1998 1997 1999
(Loss) from Operations (898,502) (8,388) (79,925) (986,815)
Ajustments to reconcile
net (loss)to Net cash used by operating activities:
Depreciation and amortization 50,203 5,271 - 55,774
Loss on investment 250,000 - - 250,000
Gain on sale of asset 5,109 - - 10,020
Common stock issued for services - - 10,020 10,020
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable-
related party (67,424) - - (67,424)
(Increase) Decrease in
deposits (34,857) - - (34,857)
Increase (decrease) in
accounts payable 9,958 2,706 2,235 14,899
NET CASH (Used) by Operating Activities
Investments purchased (30,000) - - (30,000)
Purchase of Equipment (463,147) - - (463,147)
Purchase of Leasehold rights - - (31,626) (31,626)
Net Cash (Used) by
investing activities (493,147) - (31,626) (524,773)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock offering cost - - (10,000) (10,000)
Proceeds from notes payable 90,085 - 10,000 100,085
Payment on note - - (10,000) (10,000)
Proceeds from common stock 1,170,000 - 100,000 1,280,000
Net Cash provided by
financing activities 1,260,085 - 100,000 1,360,085
INCEASE IN CASH
AND CASH EQUIVELANTS 81,725 (411) 704 82,018
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 293 704 - -
CASH AND CASH EQUIVLENTS
AT END OF YEAR 82,018 293 704 82,018
E-Vegas.COM, Inc
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Statements of Cash Flows (continued)
CASH PAID FOR:
Interest - - - -
Interest taxes - - - -
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for
investments $ 250,000 $ - $ - $ 250,000
Common stock issued for
services $ - $ - $ 10,020 $ 10,020
The accompanying notes are an integral part of these financial statements.
9
The accompanying notes are an integral part of these financial statements.
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
On February 10, 1997. E-Vegas.COM, Inc., (formerly Clear Water Mining, Inc.)
(the Company) was incorporated under the laws of Nevada to engage
in the exploration and mining business
On February 5, 1999, the Company's directors entered into a purchase
Agreement with E-Casino Gaming Corporation to purchase
Proprietary rights and software for Internet Casino and Sports Book,
A Costa Rican International license to operate the same, and the company's
Trade style for 2,000,000 shares of authorized, but unissued, common
Stock. The Acquisition was ratified by shareholders at a special meeting held
Marhc 5, 1999. At the same shareholder meeting, the shareholders approved
changing the corporate name to E-Casino Gaming Corporation. Said amendment
was filed with the State of Nevada on March 11, 1999. On June 1, 1999, the
name
was changed to E-Vegas.COM< Inc.
During March 1999, the Company sold wholly-owned subsudiary, True
Vista Mining de Mexico, to True Vista Mining, Inc., for $30,000, and 10%
Equity interest in True Vista Mining, Inc., and a 5% production royalty
On the mining claims sold once the properties begin producing and
Selling. Should True Vista Mining, Inv., sell or negotiate any of the
Properties, the Company will receive 5% of the consideration. The
$30,000 has been recorded on accounts receivable at June 30, 1999
in the accompanying financial statements
NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
a.Accounting Method
The Company's financial statements are prepared using the accrual
Method of accounting. The Company has elected December 31 year end
b.Cash Equivalents
The Company considers all highly liquid investments with a maturity
Of three months or less when purchased to be cash equivalents.
c.Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities
and disclosure of contingent assets and liabilities at the date if the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual could differ from those estimates
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted
average number of shares of common stock outstanding during the period.
e. Income Taxes
No provision for federal income taxes has been made at
June 30, 1999 due to accumulated operating losses.
The Company has accumulated approximately $986,000 of net
operating losses as of June 30, 1999 which may be used to reduce
taxable income and income taxes in future years through 2014. The
use of these losses to reduce future income taxes will depend on
the generation of sufficient taxable income prior to the expiration of
the net operating loss carryforwards.
In the event of certain changes in control of the Company, there will be an
annual limitation on the amount of net operating loss carryforwards
which can be used. The potential tax benefits of the net operating loss
carryforwards have been offset by a valuation allowance of the same amount.
f. Fixed Assets
Fixed assets are stated at cost, less accumulated depreciation. Depreciation
is computed using the straight-line method over the estimated useful lives
of the assets ranging from 3 to 5 years. Expenditures for property
and betterments are capitalized at cost. Maintenance and repairs are charged
to expense when incurred.
NOTE 3 - ACCOUNTS RECEIVABLE - RELATED PARTY
The Company had related party accounts receivable consisting of the
following at June 30, 1999:
True Vista Mining, Inc. 30,000
Presidents Group, Inc. 67,365
Other 59
Total $ 97,424
Probable collections of funds are high due to accounts being
related party entities.
11
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 4 - INVESTMENTS
At June 30, 1999, the Company held an investment
in Hussongs America, Inc. for a total cost of $30,000.
This investment has been recorded at cost.
On June 30, 1999, the Company acquired 2,193,750
shares of E-Betta Bunch.Com, Inc. ("Betta Bunch")
which was approximately 24% of the total outstanding
common stock of Betta Bunch, by issuing 1,000,000 newly
ssued shares of the Company's common stock. The Company's
investment in Betta Bunch has been accounted for using the
equity method. Betta Bunch is an online gaming company.
The investment has been written down to $-0- as of June 30, 1999.
NOTE5- SHAREHOLDER LOAN
The Company has a note payable to a shareholder
in the amount of $15,085 at June 30, 1999. The amount
is non-interest bearing and due on demand.
NOTE6- NOTE PAYABLE
The Company purchased software under a note payable
for $150,000. Payments are made in $25,000 increments
bearing no interest. Payment is due in full within the year.
Amount due at June 30, 1999 is $75,000.
NOTE7- COMMON STOCK
a. During the month of November 1997, the Company had
504 Common Stock issuance. 11,000,000 shares were
issued at $0.01; the proceeds of which totaled $110,000.
In the same month, 1,000,000 shares were issued at
$0.01 for services rendered, totaling 12,000,000 shares
outstanding at year end.
b. At a special meeting, a 504D was authorized to sell 1,500,000
shares of common stock at $0.10 per share. The offering was
completed and funded on March 5, 1999 for $150,000.
c. A 504D was authorized to sell 600,000 shares of common s
stock at $0.25 per share. The offering was completed and funded for $150,000.
d. A 504D was authorized to sell 1,000,000 shares of common
stock at $0.70 per share. The offering was completed and funded for $700,000.
12
E-VEGAS.COM, INC.
(Formerly Clear Water Mining, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999 and December 31, 1998
NOTE 7 - COMMON STOCK (Continued)
e. A 505 was authorized to sell 1,680,000 shares
of common stock at $0.25 per share. The
offering was completed and funded for $420,000.
680,000 shares equaling $170,000 was sold for cash.
1,000,000 shares were issued for an investment in
Bettabunch, Inc. equaling $250,000.
NOTE 8 - GOING CONCERN
The Company's financial statements
are prepared using generally accepted
accounting principles applicable to a going
concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. The Company has not established
revenues sufficient to cover its operating costs
and allow it to continue as a going concern. Management
believes that the Company will soon be able to generate
revenues sufficient to cover its operating costs. Currently,
management is committed to covering all operating
and other costs until sufficient revenues are generated.
13
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement.
Exhibit Name
Articles of Incorporation
Amendments March and June
By-Laws
Acquisitions - 21st Century
Offerings
Regulation D 504 1,500,000 @ $.10 150,000
Regulation D 504 600,000 @ $.25 150,000
Regulation D 504 1,000,000 @ $.70 700,000
Subsidiaries Articles of Incorporation
21st Century Solutions, Inc. NV
Siglo
Global
SGNATURES
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 organized.
E-Vegas.COM, INC.
(Registrant)
Date: _______________ 1999 By:____________________________________
Edward Gallagher, President
By:____________________________________
Erwin Liem, Secretary/CFO
By:____________________________________
Antal Markus, Vice President
S-2
F LED
for ARTICLES OF INCORPORATION
Of
OF
STATEOFNEVADA
Clear Water Mining, Inc.
FEB 10 1997 The UNDERSIGNED. to form & corporation under
chapter 78
C271497
of the Nevada Revised Statutes, Certify:
1. NAME; The name of this corporation is;
Clear Water Mining, Inc.
11. RESIDENT AGENT: The name and address of the
12. corporation's initial resident agent is:
RITE. INC. with address at:
1905 S. Eastern Ave., Las Vegas, NV.
The Corporation may also maintain an office or offices
at such other places within or outside of the state of
Nevada as it may from time to time determine. Corporate
business of every kind and nature may be conducted and
meetings of Directors and stockholders held outside
the state of Nevada the same as in the state of Nevada.
III. PURPOSE: The nature of the business or object
or purposes proposed to be transacted, promoted or
carried on by the Corporation is to engage in any
lawful practice or activity.
IV. CAPITAL STOCK: The total authorized capital
stock of the Corporation shall be:
50,000,000 shares of Common stock,$0.001 par value.
V. The Corporation is to have perpetual existence.
VI. LIABILITY: This Corporation contains
Provisions eliminating or limiting personal
liability of a director. officer or stockholders
for damages for breach of fiduciary duty but does not
eliminate or limit the liability of a director, officer or
stockholders for:
(a) Acts or omissions which involve intentional
misconduct, fraud or a knowing violation of the law.
(b) The payment of dividends in violation of NRS 78.300.
IX. INCORPORATOR: The name and address of the incorporator(s)
of this corporation in as follows:
Dolores J. Passaretti, 1905 S. Eastern Ave., Las Vegas, NY 89104
IN WITNESS WHEREOF, The incorporator does set his/her hand this 10th
day of February, 1997
Dolores J. Passaretti
STATE Nevada ) Ss
C0UNTY Clark )
On this 10th day of February19 97 the undersigned personally
appeared before me, a Notary Public, in and for said
County and State.
Dolores J. Passaretti
Known to be the persons described in and who executed the foregoing
instrument, who acknowledged to we that they executed the some
freely and voluntarily and for the uses and purposes mentioned.
IN WITNESS WHEREOF,
I have hereunto set my hand
and affixed my official seal this 10th day of February_ 19 - 97.
Notary Public
NOTAW PUBLIC
STATE OF NEVADA
County of Clark
NOAL D. FARMER
My Commission Expires July 8, 2000
VII. RESIDENT AGENT:
(Corp.) Clear Water Mining, Inc.
I RITE. INC, hereby certify that on
the 10th day of February
1997 I accepted the appointment as Resident
Agent of the above entitled
Corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the registered office in this
state is located at:
(address/city/COUNTY/state/zip)
1905 S. Eastern Ave., Las Vegas, Clark, Nevada 89104
In the matter of:
IN WITNESS WHEREOF,
I have hereunto set my hand this 10th
day of February 1997.
Resident Agent
VIII. DIRECTORS: The governing board of the corporation
Shall consist of one or more, with the exact number to
be fixed by the By-laws of the Corporation, provided
the number so fixed by the By-laws may be increased or
decreased from time to time. Directors of the Corporation
need not be stockholders provided by NRS 78.115. The names
and addresses of the first Board of Directors of the Corporation
which
are; (number of Directors) Three
(Name/address/city/3tate/zip)
(1) Gulftermo lbarra Valencia, Calle Isalco, #1003,
Fraccronamlento Panaramico
Chihuahua,Mexico 31140
(2) Fidel Gonzalez, Felix Sorra y Coahuita, #173, Altos Dos Desocho 2
Colonra Centro, Hermosmo, Sonora, Mexico 333M
(3) Antal (Tony) Markus, 11644 Seymour_Rd., Winfield, B.C., Canada V4V IX9
(4)
The Directors shall have the power to make and alter the
By-laws of the Corporation. By-laws so made can be altered,
amended or repealed by the Directors and shareholders at
any meeting called and held for the purpose
VII. RESIDENT AGENT:
(Corp.) Clear Water Mining, Inc.
I RITE. INC, hereby certify that on
The 10th day ofFebruary 19 97 .
I accepted the appointment as Resident Agent of
the above entitled
Corporation in accordance with Sec. 78.090, NRS 1957.Furthermore,
In the matter of:
that the registered office in this state is located at:
(address/city/COUNTY/state/zip)
1905 S. Eastern Ave., Las Vegas, Clark, Nevada $9104
IN WITNESS WHEREOF,
I have hereunto set my hand this 10th day of February
19 97.
Resident Agent
VIII. DIRECTORS: The governing board of
IX. the corporation shall
consist of one or more, with the exact number to
be fixed by the By-laws of the Corporation,
provided the number so fixed by the By-laws may be increased
or decreased from time to time. Directors of the
Corporation need not be stockholders provided by NRS 78.115.
The names and addresses of the first Board of Directors of the
Corporation which are; (number of Directors) Three
(Name/address/city/state/zip)
(1) _Guillermo lbarra Valencia, Calle Isalco, 11003,
Fraccronamiento Panaramico
Chihuahua, Chih,Mexico 31140
(2) Fidel Gonzalez, Felix Sorra y Coahuita, #173, Altos Dos Deselcho 2
Colonra Centro, Hermosillo, Sonora, Mexico 93000
(3) Antal (Tony) Markus, 11644 Seymour_Rd., Winfield, B.C., Canada V4V IX9
(4)
The Directors shall have the power to make and alter
the By-laws of the Corporation. By-laws so made can be altered, amended
or repealed by the Directors and shareholders at any meeting called and
held for the purpose
STATE OF NEVADA Seretary of Staeo
I hereby certify that this Is a true and complete COPY of the
Document as filed in this office.
FEB 10 97
Dean Heller
Secretary of Stateili
1.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of c3piti, or lssu3nce of stock, Filed by:
FILED Dolores J. PASSARETTI --2nd---
IN THE OFFICE OF THE incorporator or director
name of incorporator or director
.SECRETARY OF STATE OF THE
STATE OF NEVADA
certify that:
APR 03 1997
1 . They constitute at LEAST two-thirds of the
original incorporators or of the
directors of Clear Water Mining, Inc., a Nevada Corporation
2. The original Articles were filed in the Office of the
Secretary of State on_ FEBRUARY
10th, 1997
3. As of the date of this certificate. no stock of the corporation
has been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation:
Article I -is amended to read as follows:
Clear Water Mining Co.
State of -NEVADA,
SS.
County of CLARK
On APRIL3, 1997 personally appeared before me, a Notary Public
DOLORES J. PASSARETTT, who acknowledged that they executed the
above instrument
STATEOFNEVADA
County of Clark
NOALD.FARMER
My Commission expires. July 0. 2000...
FILED
In the office of the
Secretary of State
STATE OF NEVADA
MAR 111999 Articles of Incorporation
for
21 ST CENTURY SOFTWARE SOLUTIONS9 INC.
Know all men by these presents:
That the undersigned, have this day voluntarily associated ourselves together
for the purpose of
forming a corporation under and pursuant to the provisions of Nevada Revised
Statutes 78. 010 to
Nevada Revised Statutes 78.090 inclusive, as amended, and certify that;
1. The name of the corpot-4tion is Z IST CENTURY SOFTWARE SOLUTIONS, INC.
2. Offices for the transaction of any business of the corporation, and
where meetings of the board of
Directors and Stockholders may be held, may be established and
maintained in any part of the State of
Nevada, or in any other state, territory, or possession of the United States.
3. The nature of the business is to engage in any lawful activity.
4. The capital stock shall consist of;
25,000,000 shares of common stock, SO.001 par value.
5. The members of the governing board of the corporation
shall be styled directors, of which there shall be one or
more, with the exact number to be fixed by the by-laws of
the corporation, provided the number so fixed by the by-laws
may be increased or decreased from time to time. Directors of
the corporation need not be stockholders. The FIRST J30ARD OF
DIRECTORS shall consist of TWO director(s) and the names and
addresses are as follows:
(1) ERWIN LIEM, 243-Z496 EAST HASTINGS ST., VANCOUVER B.C. CANADA VSK I Z I
(2) EDWARD S. GALLAGHER, 9311-163 A ST.. SUREEY, B.C. CANADA, V4N 3C6
(3)
6. This corporation shall have perpetual existence.
7. This corporation shall have a President, Secretary. a treasurer,
and a resident agent, to be chosen by the
Board of Directors. Any person may hold two or more offices.
8. The Resident Agent of this corporation shall be:
RITE, INC., 1905 S. Eastern Ave., Las Vegas, NV 89104
9. The stock of this corporation, after the fixed consideration
thereof has been paid or performed, shall not
be subject to assessment, and no individual stockholder shall be
liable for the debts and liabilities of the
Corporation. The Articles of Incorporation shall never
be amended as to the aforesaid provisions.
I,
10. No Director or Officer of this Corporation shall be personally liable to
the Corporation or to any of
its stockholders for damages for breach of fiduciary duty as a director or
officer involving any act or
commission of any such director or officer provided, however, that the
foregoing provision shall not
eliminate or limit the liability of a director or officer for acts of
omissions which involve intentional
misconduct, fraud or a knowing violation of law, or the payment of dividends
in violation of Section
78.300 of the Nevada Revised Statutes. Any repeal or modification of this
Article by the Stockholders
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.
SIGNATURE OF INCORPORA TOR:
FOR
21 ST CENTURY SOFTWARE SOLUTIONS, INC.
I, the undersigned, being the incorporator for the purpose of forming
a corporation pursuant to the general
corporation law of the State of Nevada, do make and file these articles of
Incorporation, hereby declaring
and certifying that the facts within stated are true, and accordingly have
hereunto set my hand
this _9th day of March 1999
signature
Dolores J. Passaretti, ~9105 S. Eastern Ave., Las Vegas, NV 89104
State of Nevada )
)SS
County of Clark )
On the 9th day of Marhc 1999 personally know to me to be the person whose
names are subscribed
to the Attached document and acknowledged to me that they executed the same
in their authorized capacity.
Signature
My Commission Expires Aug. 2,2001
NOTARY PUBLIC
STATE OF NEVADA
County of Clark
SARAH LAMBERT
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE THE
STATE OF NEVADA CERTIFICATE OF AMENDMENT
TO
JUN 2 1 1999 THE ARTICLES OF INCORPORATION
No. c2714-97 OF
E-CASINO GAMING CORPORATION
Dean Heller, Sewcretary of State
The undersigned President and Secretary of
E-CASINO GAMING CORPORATION a Nevada corporation,
pursuant to the provisions of Section 78.385 and
78.390, of the Nevada Revised Statutes, for the
purpose of amending the Articles of Incorporation
of the said Corporation, do certify as follows:
That the Board of Directors of the said corporation, at a meeting
duly convened and held on the I' day of June, 1999, adopted resolutions
to amend the Articles of Incorporation, as follows:
ARTICLE I shall be amended as follows:
ARTICLE I - NAME
The name of the Corporation shall be E-Vegas.Com, Inc.
The forgoing amendment to the Articles of Incorporation
were duly adopted by the written consent of the shareholders
of the Corporation, pursuant to Section 78.320 of the Nevada
Revised Statute, on June 1 st, 1999.
The number of shares of Common Stock of the Corporation
outstanding and entitles to vote on the forgoing amendment
to the Articles of Incorporation on June 1, 1999 were
16,000,000 shares and the said amendments were approved
and consented to by 10,300,000 shares, being voted in
person or by proxy, which represented more that a 64%
majority of the issued and outstanding shares of the
Common Stock of the Corporation.
The undersigned President and Secretary of the Corporation
hereby declare that the forgoing Certificate of Amendment
to Articles of Incorporation is true and correct to the best
of their knowledge and belief.
In witness whereof, this certificate has been
executed by the undersigned on June 1st
1999.
Erwin Liem, Secretary Edward B. Gallagher
This is to certify that, Erwin Liern and Edward B. Gallagher
appeared be re me and signed as Secretary and President
respectively, the attached Certificate of Amendment to The
Articles of Incorporation of E-CASINO GAMING CORPORATION.
DATED in the City of Vancouver. in the Province of British
Columbia, this 14th day of June, 1999.
Peter John Merry, a Notary Public for the
Province of British Columbia, Canada
FILED
THE OFFICE OF THE
SECRETARY OF STATE
STATE OF NEVADA
MAR 111999 CERTIFICATE OF AMENDMENT
TO
c-2714-99
THE ARTICLES OF INCORPORATION
OF
Dean Heller, Secretary of State
CLEAR WATER MINING, INC.
The undersigned President and Secretary of
CLEAR WATER MINING, INC. a Nevada corporation,
pursuant to the provisions of Section 78.385
and 78.390, of the Nevada Revised Statutes, for
the purpose of amending the Articles of Incorporation
of the said Corporation, do certify as follows:
That the Board of Directors of the said corporation,
at a meeting duly convened and held on the 5' day of
March, 1999, adopted resolutions to amend the Articles
of Incorporation, as follows:
ARTICLE I shall be amended as follows:
ARTICLE I NAME
The name of the Corporation shall be E-CASINO GAMING CORPORATION.
The forgoing amendment to the Articles of Incorporation
were duly adopted by the written consent of the shareholders
of the Corporation, pursuant to Section 78.320 of the Nevada
Revised Statute, on March 5", 1999.
The number of shares of Common Stock of the Corporation
outstanding and entitles to vote on the forgoing amendment
to the Articles of Incorporation on March 5, 1999 were
12,000,000 shares and the said amendments were approved
and consented to by 8,000,000 shares, being voted in person
or by proxy, which represented more that a 50% majority of
the issued and outstanding shares of the Common Stock of the Corporation.
The undersigned President and Secretary of the Corporation
hereby declare that the forgoing Certificate of Amendment
to Articles of Incorporation is true and correct to the
best of their knowledge and belief.
In witness whereof, this certificate has been executed
by the undersigned on March 5" 1999.
Marilyn Markus, Secretary Antal Markus, President
.Vv2
Province of British, Columbia, thid
..............
J. ERNEST JANZEH 8 day of March 19999
102-1835 DILWORTH DRIVE . .......................... ............
KELOWNA, 13C V1Y s)TI
. ( ..................
A Notary Public in and for that
ProvincG of British Columbia
BYLAWS
OF
A Nevada Corporation
ARTICLE I
Offices
Section 1. The registered office of this corporation shall be
in the County of Clark, State of Nevada.
Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as
the Board of Directors may from time to time deter-mine
or the business of the corporation may require.
ARTICLE II
Meetings of Stockholders
Section 1. All annual meetings of the stockholders
shall be held at the registered office of the corporation
or at such other place within or without the State of
Nevada as the directors shall determine. special meetings
of the stockholders may be held at such time and place
within or without the State of Nevada as shall be stated
in the notice of the meeting, or in a duly executed waiver
of notice thereof.
Section 2.AnnualMeetings of thestockholders, commencing
with the year _.shall be held on the day of each year if not
a legal holiday and, if a legal holiday, then on-the next
secular day following, or at such other time as may be
set by the Board of Directors from time to time, at which
the stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be
brought before the meeting.
Section 3. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed
by statute or by the Articles of
1
Incorporation, may be called by the President
or the Secretary by resolution of the Board
of Directors or at the request in writing of
stockholders owning a majority in amount of
the entire capital stock of ' the corporation
issued and our-standing and entitled 'to vote.
Such request shall state the purpose of the proposed meeting.
Section 4. Notices of meetings shall be in writing and
signed by the President or a vice-President or the Secretary
or an Assistant Secretary or by 'such other person or persons
as the directors shall designate. Such notice shall
state the purpose or purposes for which the meeting is
called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such
notice shall be either delivered personally to or shall
be mailed, postage prepaid, to each stockholder of
record entitled to vote at such =acting not less than
ten nor more than sixty days before such meeting. If mailed,
it shall he directed to a stockholder at his address
as it appears upon the records of the corporation and
upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall begin
to run from the date upon which such notice is deposited
in the mail far transmission to such stockholder. Personal
delivery of any such notice to any officer of a corporation
or association, or to any member of a partnership shall
constitute. delivery of such notice to such corporation,
association or partnership. In the event of the transfer of
stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat. present in
person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction
of business except as otherwise provided by statute
or by the Articles of Incorporation. If, however, such
quorum shall not be present or represented at any meeting
of the stockholders, the
2
stockholders entitled to vote thereat, present in person
or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other
than announcement at the meeting, until a quorum,
shall be present or represented. At such adjourned meeting
at which a quorum shall be present or represented. any
business may be transacted which might have been transacted
at the meeting as originally notified.
Section 7. When a quorum is present or represented at
any meeting. the vote of the holders of a majority of
the stock having voting power present in person or represented
by proxy shall be sufficient to elect directors or to decide
any question brought before such meeting, unless the question
is one upon which by express provision of the statutes or
of the Articles, of Incorporation, a different vote is
required in which case such express provision shall
govern and control the decision of such question.
Section 8. Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one
vote for each share of stock standing in his name on the
books of the corporation. Upon the demand of any stockholder,
the vote for directors and the vote upon any question before
the meeting shall be by ballot.
Section 9. At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed
by an instrument in writing. In the event that any such
instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or, -if only one shall be present, then that
one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons
so designated unless the instrument shall otherwise provide.
No proxy or power of attorney to vote shall be used to vote
at a meeting of the stockholders unless it shall have been
filed with the secretary of the meeting when required by the inspectors
of election. All questions regarding the qualification of voters.
the validity of proxies and the acceptance or rejection of votes shall
be decided by the inspectors of election who shall be appointed
by the Board of Directors, or if not
3
SO appointed, then by the presiding officer of the meeting.
Section 10. Any action which may be be taken by the vote
of the stockholders at a Meeting MAY be taken without a
meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power, unless
the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize
such action in which case such greater proportion of written
consents shall be required.
ARTICLE III
Directors
Section 1. The business of the corporation shall
be managed by its Board of Directors which may
exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute
or by the Articles of Incorporation or by these Bylaws
director or required to be exercised or done by the stockholders.
section 2. The number of directors which shall constitute the
whole board shall be
The number of directors may from time to time be increased
decreased to not less than one nor more than fifteen by
action of the Board of Directors. The directors shall be elected
at the annual meeting of the stockholders and except as provided
in Section 2 of this Article, each director elected shall
hold office until his successor is elected and qualified.
Directors need not be stockholders.
Section 3. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be
filled by a majority of the remaining directors, though less
than a quorum, or by a sole remaining director, and each
director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.
The holders of a two-thirds of the outstanding shares of stock entitled
to vote may at any time peremptorily terminate the term of office
of all or any of the directors by vote at a meeting called for
such purpose or by a written statement
4
filed with the secretary or, in his absence, with any other
officer. Such removal shall be effective immediately, even if
successors are not elected simultaneously and the vacancies on
the-Board of Directors resulting therefrom shall be filled
only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed
to exist in case of the-death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the
stockholders fail at any annual or special meeting of stockholders at which
any director or directors are elected to elect the full authorized
number of directors to be voted for at that meeting.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors.
If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the
stockholders shall have power to elect a successor to take office
ehen the resignation is to become effective.
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.
ARTICLE I_V
meetings of the Board of Directors
Section 1. Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written
consent' of all members of the Board. In the absence of such
designation regular meetings shall be held at the registered
office of the corporation. Special meetings of the Board may
be held either at a place so designated or at the registered
office.
section 2. The first meeting of each newly elected Board
of Directors shall be held immediately following the
adjournment of the meeting of stockholders
5
and at the place thereof. No notice of such
meeting shall be necessary to the directors
in order legally to constitute the meeting,
provided a quorum be present. In the event
such meeting is not so held, the netting may be
held at such time and place as shall be
specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 3. Regular meetings of the Board of Directors
may be held without call or notice at such time and at such
place as shall from time to time be fixed and
determined by the Board of Directors.
Section 4. Spacial meetings of the Board of Directors
may be called by the Chairman or the President or by
any Vice-President or by any two directors.
written notice of the time and place of
special meetings shall be delivered personally to
each director, or sent to each director by
mail or by other form of written communication,
charges prepaid, addressed to him at his address
as it is shown upon the records or is not readily
ascertainable, at the place in which the meetings
of the directors are regularly held. In case such notice
is mailed or telegraphed, it shall be deposited in the United
States mail or delivered to the telegraph company at
least forty eight (48) hours prior to the time of the
holding of the meeting. In case such notice is delivered
as above provided, it shall be so delivered at least
twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal
and personal notice to such director.
Section S. Notice of the time and place of holdinq
an adjourned meeting need not be given to the absent
directors if the time and place be fixed at the meeting
adjourned.
Section 6. The transactions of any meeting of the
Board of Directors, however called and noticed
of wherever held, shall be as valid as though had
at a meeting duly held after regular call and
notice, if a quorum be present. and if, either
before or after the meeting. each of the directors not
present signs a
6
written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a
part of the minutes of the meeting.
Section 7. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction
of business, except to adjourn as hereinafter provided. Every
act or decision done or made by a majority of the directors present
at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of directors, unless a greater
number be required by law or by the Articles of Incorporation.
Any action of a majority, although nor at a regularly called
meeting, and the record thereof, if assented to in writing
by all of the other members of the Board shall be as valid and
effective in all respects as if passed by the Board in regular meeting.
Section 8. A quorum of the directors may adjourn any directors meeting
to meet again at a stated day and hour; provided, however, that in the
absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from
to time until the time fixed for the next regular meeting of the Board.
ARTICLE V
Committees of Directors
section 1. The Board of Directors may, by resolution adopted by a
majority of the whole Board, designate one or more committees
of the Board of Directors, each committee to consist of two or more
of the directors of the corporation which, to the extent provided in
the 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 have power to authorize the seal of the
corporation to be affixed to all papers which may require it.
such committee or committees shall have such name or names
as may be determined from time to time by the Board of
Directors. The members of any such committee present at
any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to
act at the meeting in the place of any absent or
disqualified member. At meetings of such committees,
a majority of the members or alternate members shall
constitute a quorum for the transaction of business,
and the act of a majority of the members or alternate
members at any meeting at which there is a quorum
shall be the act of the committee.
Section 2. The committees shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
Section 3. 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 a
written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of
proceedings of the Board or committee.
ARTICLE VI
Compensation of Directors
Section 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and
may be paid a fixed sum for 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. Members of special or standing
committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE VII
Notices
Section 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors
or stockholders at their addresses appearing on the books
of the corporation.
8
Notice by mail shall be deemed to be given at the time
when the same shall be mailed. Notice to directors may also be
given by telegram.
Section 2. Whenever all parties entitled to vote at
any meeting, whether of directors or stockholders, consent,
air-her by a writing on the records of the meeting or
filed with the secretary, or by presence at such meeting
and oral consent entered on the minutes, or by taking
part in the deliberations at such meeting without
objection, the doings of such meeting shall be as
valid as if had at a meeting regularly called and
noticed, and at such meeting any business may be
transacted which is not excepted from the written consent
or to the consideration of which no objection for want
of notice is made at the time, and If any meeting be irregular
for want of notice or of such consent, provided a quorum
was present at such meeting, the proceedings of said meeting
may be ratified and approved and rendered likewise valid
and the irregularity or defact therin waived by a writing
signed by all parties having the right to vote at such meeting;
and such consent or approval of stockholders may be by proxy
or attorney, but all such proxies and powers of attorney must be
in writing.
Section 3. Whenever any notice whatever is required
to be given under the provisions of the statutes,
of the Articles of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VII
Officers
Section 1. The officers of the corporation shall be chosen by the Board of
Directors and shall be a President, a Secretary and a Treasurer. Any
person may hold two or more offices.
Section 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall
9
choose a Chairman of the Board who shall be
a director, and shall choose a President, a Secretary
and a Treasurer, none of whom need be directors.
Section 3. The Board of Directors may appoint
a Vice-Chairman of the Board, Vice-Presidents and
one or more Assistant Secretaries and Assistant Treasurer
and such other officers and agents as it shall
deem necessary who shall hold their offices for such terms and.
shall exercise such powers and perform such duties as
shall be determined from time to time by the Board of Directors.
Section 4. The salaries and compensation of all officers
of the corporation shall be fixed by the Board of Directors.
Section S. The officers of the corporation shall hold office
at the pleasure of the Board of Directors. My officer
elected or appointed by the Board of Directors may be
removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall
be filled by the Board of Directors.
section 6. The Chairman of the, Board shall preside at
meetings of the stockoldars and the Board of Directors,
and shall see that all orders and resolutions of
the Board of Directors are carried into effect.
Section 7. The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the
duties and exercise the powers of the chairman of the
Board and shall perform such other duties as the
Board of Directors may from time to time prescribe
Section S. The President shall be the chief executive
officer of the corporation and shall have active
management of the business of the corporation. He shall
execute on behalf of the corporation all instruments
requiring such execution except to the extent the
signing and execution thereof shall be expressly
designated by the Board of Directors to some other
0fficer or agent of the corporation.
10
Section 9.The Vice President shall act Under
the direction of the President and in the absence or
disability of the President shall perform the duties
duties and
exercise the powers of the President. They shall l perform
such other duties and have such other powers as the
President or the Board of Directors may designate from time to
time prescribe.The Board of Directors may designate one or
more Executive Vice-Presidents or may otherwise specify
the order of seniority of the Vice-Presidents. The
duties and powers of the President shall descent to the
Vice-Presidents in such specified order of senority
Section 10. The Secretary- Shall act under the direction of the
President. Subject to the direction or the President he shall
attend all meetings of the Board of Directors and all voting of
the stockholders and record the proceedings. He shall perform like
duties for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of directors, and shall perform such other
duties AS may be prescribed by the President or the Board of
Directors.
Section 11. The Assistance Secretary shall act under
direction of the President. In order of their
seniority. unless otherwise determined by the
President or the Board of Directors. They shall,
in the absence or disability of the secretary, perform
the duties and exercise the powers of the Secretary.
They shall perform such other duties and have such Other
powers as the President or
the Board of Directors may from tine to time prescribe.
Section 12. The Treasurer shall Act under the
direction of the President. subject to the direction of
the President he shall have custody of the corporate
funds and securities and shall keep full and accurate
accounts of receipts and disbursements In books belonging
to the corporation and shall deposit all monies and other
valuable effects in the name and to the credit of the
corporation in such depositories as may be designated by
the Board of Directors. He shall disburse the funds of
the corporation as may be ordered by the President or the
Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and vice President
Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his
transactions as Treasurer and of the financial condition
of the corporation.
Section 13. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety
or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his
office and for* the restoration to the corporation,
in cast of his death, resignation, retirement or removal
from office, of all books, papers, vouchers, money
and other property of whatever kind in his possession
or under his control belonging to the corporation.
Section 14. The Assistant Treasurer In the order of
their seniority. unless otherwise determined by
President or the Board of Directors, shall, in the
absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They
shall perform such other duties and have such other
powers as the President or the Board of Directors
may from time to time prescribe.
ARTICLE IX
certificates of Stock
Section 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and
the Treasurer or an Assistant Treasurer, or the secretary
or an Asssistant Secretary of the corporation, certifying
the number of shares owned by him in the corporation.
if the corporation shall be authorized to issue more
than one class of stock or more than one series of any
class, the designations, preferences and relative, participating
optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations
or restrictions of such rights. shall be set forth in full
or summarized an the face or back of the certificate which
the corporation shall issue to represent such stock.
12
Section 2. If a certificate is signed by a transfer agent
other than the corporation or its employees or (2) by a
registrar other than the corporation or its employees, the
signatures of the officers of the corporation may be
facsimiles. In case any office.- who has signed or whose
facsimile signature has been placed upon a certificate shall
cease to be such officer before such certificate is issued,
such certificate may be issued with the same effect as though
the person had not ceased to be such officer. The seal of
the corporation. or a facsimile thereof. may, but need not be,
affixed to certificates of stock.
Section 3. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost
destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost
or destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
there-of, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require
and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made
against the corporation with respect to the certificate
alleged to have been lost or destroyed.
Section 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence
of succession, assignment or authority to transfer,
it shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable
to the corporation regarding transfer and ownership of
shares have been complied with, to issue a new certificate
to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the date of
any meeting of
13
stockholders,or the date for the payment of any
dividend, or the date for the allotment of rights. or the
date when any change or conversion or exchange of capital
stock shall gointo effect, or a date in connection with
obtaining the consent of stockholders for any purpose, as
a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting,
and any adjournment thereof, or entitled to receive
payment of any such dividend, or to give such consent,
and in such case, such stockholders, and only such
stockholders as shall be stockholders of record on the
date so fixed, shall be entitled to notice of and to vote
at such meeting, or any adjournment thereof, or to
receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to
give such consent, as the case may be. notwithstanding
any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
Section 6. The corporation shall be entitled
to recognize the person registered on its books
as the owner of shares to be the exclusive
owner for all purposes including voting and dividends,
and the corporation shall not be bound to recognize
any equitable or other claim to or interest in such
share or shares on the part of any other person,
whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.
ARTICLE X
General Provisions
Section 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles
of Incorporation. if any, may be declared by the
Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash. in
property or in shares of the capital stock, subject
to the provisions of the Articles of incorporation.
Section 2. Before payment of any dividend, there may be
set aside out of any funds of the corporation available
for dividends such sum or sums as the directors from
time to time, in their absolute
14
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends or for repairing
or maintaining any property of the corporation or for
such other purpose as the directors shall think conducive
to the interest of the corporation. and the directors may
modify or abolish any such in the manner in which
it was created.
Section 3. All checks or demands for money and
notes of the corporation shall br signed by
such officer or officers or such other
person or persons as the board of Directors may from
time to time designate.
Section 4. The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.
Section S. The corporation may or may not have a
corporate seal, as may from time to time be determined
by resolution of the Board of Directors. If a corporate
seal is adopted, it shall have inscribed thereon the
name of the corporation and the words "Corporate Seal"
and "Nevada". The seal may be used by causing it
or a facsimile thereof to be impressed or affixed
or in any manner reproduced.
ARTICLE XI
Indemnification
Every parson who was or is a party or is threatened to be
made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person
of whom he is the legal representative is or was a director
or officer of the corporation or in or was serving at
the request of the corporation or for its benefit as a
director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or
other enterprise, shall be indemnified and held harmless to
the fullest extent legally permissible under the General
Corporation Law of the State of Nevada from time to
against all expenses, liabiIity and loss (including
attorneys' fees, judgments, fines and amounts Paid or
to be paid in settlement) reasonably incurred or suffered
by him in
connection therewith. The expenses Of officers and
directors incurred in defending a civil or criminal
action. suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final
disposition of the action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director or officer to
repay the amount if it is ultimately determined by
a court of competent Jurisdiction that he is not entitled
to be indemnified by the corporation. Such right of indemnification
shall be a contract right ;which may be enforced in any
manner desired by such person. Such right of indemnification shall
not be exclusive of any other right which such
directors, officers or representatives may have or hereafter
acquire and, without limiting the generality of such statement,.
they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, Article.
The Board of Directors may cause the corporation to purchase
and maintain insurance on behalf of any person who is or
was a director or officer as a director or officer of
corporation, or as its representative in a partnership.
Joint venture. trust or or-her enterprise against any liability
asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the corporation
would have the power to indemnify such person.
The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws
to provide at all times the fullest indemnification permitted
by the General Corporation Law of the State of Nevada.
ARTICLE XII
Amendments
section 1. The Bylaws may be amended by a majority vote of all
the stock issued and outstanding and entitled to vote at any annual or
special meeting of the
16
stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.
Section 2. The Board of Directors by a majority vote
of the whole Board at any meeting may amend these
Bylaws, including Bylaws adopted by the stockholders,
but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be
amended by the Board of Directors.
APPROVED AND ADOPTED this 28th day of February
1997
I
Marilyn Markus
secetary
17
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary
of CLEAR WATER MINING and that the foregoing Bylaws,
consisting of 18 pages,constitute the code of Bylaws of
as duly adopted at
a regular meeting of the Board of Directors of the corporation
held at Kelowna B.C. Feb 28, 1997.
-
IN WITNESS WHEREOF, I have hereunto subscribed
my name this 28th day of February, 1997
Marilyn Markus
secretary
18
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