UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
(Mark One)
[X] Annual Report Pursuant to Section
13 or 15(d) of The Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1999
[ ] Transition Report Pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
Commission File Number: 000-27715
E-VEGAS.COM, INC.
(Name of small business issuer in its charter)
Nevada 86-0871081
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1128-789 W. Pender Street, Vancouver, BC, Canada V6C1H2
(Address of principal executive offices) (Zip Code)
Issuer's telephone no.: (604) 608-6828
Securities registered pursuant to Section
12(b) of the Exchange Act: None
Securities registered pursuant to Section
12(g) of the Exchange Act: Common
Check whether the issuer (1) filed all
reports required to be filed in Section 13
or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that
the registrant was required to file such
reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge,
in definitive proxy or information statements
incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB. [ ]
State the issuer's revenues for its
most recent fiscal year. $ 3,413,788
State the aggregate market value of the
voting stock held by non-affiliates computed
by reference to the price at which the stock
was sold, or the average bid and ask prices
of such stock as of a specified date within
60 days. $6,225,000 (based on price of
$0.50 per share as of February 24, 1999)
State the number of shares outstanding
of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding as of December 31, 1999
Common Stock, $.001 Par Value 23,680,817
DOCUMENTS INCORPORATED BY REFERENCE
NONE
Transitional Small Business Disclosure Format. Yes [ ] No [X]
E-VEGAS.COM, INC.
TABLE OF CONTENTS
PART I Page
Item 1. Description of Business ........................ 3
Item 2. Description of Property ........................ 8
Item 3. Legal Proceedings .............................. 9
Item 4. Submission of Matter to a Vote of Security Holders 9
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters ...................................... 9
Item 6. Management's Discussion and Analysis or Plan of
Operation .................................. 12
Item 7. Financial Statements ........................... 16
Item 8. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure ...... 31
PART III
Item 9. Directors, Executive Officers, Promoters and Control persons;
Compliance with Section 16(a) of the Exchange Act . 31
Item 10. Executive Compensation .......................... 32
Item 11. Security Ownership of Certain Beneficial Owners and
Management ..................................... 33
Item 12. Certain Relationships and Related Transactions ...... 33
Item 13. Exhibits and Reports on Form 8-K ................... 34
SIGNATURES .......................................................... 35
PART I
Item 1. Description of Business
Business Development
E-Vegas.COM, Inc., (the "Company") was originally
incorporated under the laws of the State of Nevada on
February 10, 1997 as Clear Water Mining, Inc. On May
31, 1997 Clear Water completed the sale of 12,000,000
shares of common stock, par value $.001 for $120,000
pursuant to Regulation D, Rule 504 of the Securities
Act of 1934. With the proceeds of said offering the
Company acquired interests in mining operations located
in Mexico.
On March 5, 1999, the shareholders ratified the
acquisition of the proprietary rights to the software
for internet casino and sports book gambling, and the
corporate trade style of E-Casino Gaming in exchange
for 2,000,000 shares of authorized but unissued common
stock.
An offering was complete on March 9, 1999 pursuant
to Regulation D Rule 504, selling 1,500,000 shares of
common stock for $150,000.
An amendment to the Articles of Incorporation,
to change the corporate name to E-Casino Gaming
Corporation, was filed with the State of Nevada on
March 11, 1999.
On March 29, 1999, the Company completed an
additional offering of 600,000 shares of common stock
for $150,000 at $0.25 per share pursuant to Regulation
D Rule 504.
In May of 1999 the Company completed the sale of
1,000,000 shares of common stock for $700,000.
The majority of the proceeds were used for the purchase
of equipment and marketing.
On June 21, 1999, the Company changed its
corporate name to E-Vegas.COM, Inc.
The Company formed and/or owns three subsidiaries:
1. 21st Century Software Solutions, Inc., a Nevada
corporation. This Company holds various software
licenses for the on line gaming that is used by the
Company.
2. Siglo Vientiuno Solociones Informaticans, SA., a
Costa Rican corporation. It is a Costa Rican management
corporation.
3. Global E-COM, SA., a Costa Rican corporation formed
April 15, 1999 and sold October 15, 1999.
Product
The Company offers on-line gaming operations on the
internet at www.e-vegasgaming.com. Through this site the
Company operates its 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 may participate
in casino games for cash. The following games are available:
Blackjack, Caribbean Poker, Craps, Roulette and slot machines.
Sports Book. In conjunction with the Las Vegas - style
games the Company operates an on-line sports book. The book
offers betting in major league baseball, basketball, NCAA
basketball and football and hockey games.
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 2001. In May 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 to date, statistics from Nua Ltd. Indicate
that approximately 25 percent of Internet users are
from Europe and 15 percent are from the Asia Pacific.
EMarketer forecasts that by the year 2000
Internet users outside the U.S. 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, France, 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 worlds 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 14 159
(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. In Las Vegas and travel guides in Las Vegas hotels.
5. Radio Advertising will be on sports talk 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 publications
including The Wall Street Journal, Business Weekly,
Success, Forbes, New York Times, and Washington Post, etc.
Media kits will be sent to the columnist at the various
newspapers andl also ti 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:
Starnet "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
legally 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-mutual 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 is 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-mutual (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 has completed beta testing of the Casino
and Sports Book operations and became fully functional
in September of 1999.
Patents and Trademarks
The Company has trademarked E-Vegas Gaming.COM in the
United States and has an Internet domain name of E-Vegas Gaming.COM.
Employees
Currently the Company has 23 full time employees
in Vancouver, British Columbia, Canada and San Jose,
Costa Rica. Management intends to hire additional employees
only as needed and as funds are available. In such cases,
compensation will be consistent with prevailing wages for
the services rendered. It is not anticipated that the
Company will have to increase payroll expenditures until
such time as revenues exceed $750,000 per month. The
Company does not anticipate in the immediate future to
offer any employee a bonus, profit sharing, or deferred
compensation plan nor are there any employment contracts
with any director or employee. Management intends to
hire additional qualified personnel as business conditions
warrant. In addition to full time employees, the Company
may use the services of certain outside consultants and
advisors as needed on a contractual basis.
Facilities
The Company's headquarters office is 3,500 square feet at
1128-789 West Pender, Vancouver, British Columbia, Canada.
Monthly lease is $3,100 US per month. The Company occupies
a 4,500 square feet of office space at Edeeficin La
Meseta, Sengendo Pisa Colon, Calle 28 / Avenida 2, San
Jose, Costa Rica, office is leased for $3,200 US per month.
In addition, the Company maintains a resident agent at 1905
So. Eastern Ave., Las Vegas, NV 89104. The Company believes
that its current facilities are adequate for the immediate
future.
Litigation
On Christen Brule vs. E-Vegas.COM, Inc.,
case # 0995358, failure to deliver a warrant.
Counsel assures management that the case is without merit.
Industry Segments
No information is presented to industry segments.
The internet gaming industry is estimated to be a 3.9
billion market for 1999.
Item 2. Description of Property
The Company's headquarters office is 3,500 square feet at
1128-789 West Pender, Vancouver, British Columbia, Canada.
Monthly lease is $3,100 US per month. The Company occupies
a 4,500 square feet of office space at Edeeficin La Meseta,
Sengendo Pisa Colon, Calle 28 / Avenida 2, San Jose, Costa
Rica, office is leased for $3,200 US per month. In addition,
the Company maintains a resident agent at 1905 So. Eastern Ave.,
Las Vegas, NV 89104. The Company believes that its current
facilities are adequate for the immediate future
Item 3. Legal Proceedings
On Christen Brule vs. E-Vegas.COM, Inc.,
case # 0995358, failure to deliver a warrant.
Counsel assures management that the case is without merit.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of the Company's
Securities Holders during the fourth quarter of the Company's
fiscal year ending December 31, 1999.
PART II
Item 5. Market for Common Equity and Related Stockholders Matters
The Company's common stock is traded in the over
the counter market and quotations are published on the
OTC Bulletin Board under the symbol "EVCM" and in the
National Quotation Bureau, Inc. Quotations in the
Company's common stock set forth below do not constitute
a reliable indication of the price that a holder of the
common stock could expect to receive upon the sale of
any particular quantity thereof.
The following table sets forth the
range of high and low bid prices of the common
stock for each calendar quarterly period since
the first of 1999 as reported by the OTC Bulletin
Board. The Company's common stock became eligible
for trading on the OTC Bulletin Board during the
first quarter of 1998. Prices reported represents
prices between dealers, do not include retail
markups, markdowns and commissions and do not
necessarily represent actual transactions.
1999 High Low
First Quarter $.50 $.35
Second Quarter $.75 $.50
Third Quarter $.50 $.25
Fourth Quarter $.75 $25
As of December 31, 1999 the Company had issued and
outstanding 23,680,817 shares of common stock and there
were approximately 43 shareholders of record, which figure
does not take into account those shareholders whose
certificates are held in the name of broker-dealers.
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 their state or appropriately exempted from registration
before the securities are permitted to trade in that state.
Presently, the Company had 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 Exchange Act of 1934, as amended
(the "Exchange Act"), commonly referred to as the "penny 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 the Exchange Act.
The Commission generally defines penny stock to be
an equity security that has a market price less that $5.00
per share, subject to certain exceptions. Rule 3a51-1
provides that an equity security is considered to be a
penny stock unless that security is; registered and
traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation
on the NASAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price
(at least $5.00 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 a penny stock,
trading in the shares will be subject to additional sales
practice requirements on broker-dealers who sell penny
stock 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,
or $300,000 together with their spouse.
For transactions covered by these rules, brokers-dealers
must make a special suitability determination for the
purchase of such securities and must have received the
purchaser's written consent to the transaction prior to
the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the rules require the
delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market.
A broker-dealer must disclose the commissions payable
to both the quotations for the securities. Finally,
monthly statements must be sent disclosing recent
and information for the penny stocks held in the account
and information on the limited market in penny stocks.
Consequently, these rules may restrict the ability of
brokers-dealers to trade and/or maintain a market in
the Company's Common stock and may affect the ability
of shareholders to sell their shares.
Recent Sales of Unregistered Securities
As of March 5, 1999 the Company issued 2,000,000
shares of common stock in exchange for all the shares
of 21st Century Software Solutions, Inc. Shares issued
were under section 4(2) and 4(6) of the Securities Act.
Shares bear Rule 144 restrictive legend.
On March 9, 1999 1,500,000 shares were issued to
seventeen people pursuant to Rule 504 for $150,000.($0.01)
On May 29, 1999 600,000 shares were issued to four
people pursuant to Rule 504 for $150,000. ($0.25)
On May 3, 1999 1,000,000 shares were issued to four
entities pursuant to Rule 504 for $700,000. This issue
included 100 warrants to purchase an additional 350,000
shares for $2.00 one year from date.
Pursuant to an investment letter First Nevisian Stock
Brokers, Ltd., purchased 4,292,000 shares at $0.25 of
$1,073,000 between June 30 and November 11, 1999.
On October 13, 1999 Michael Laidlaw purchased
1,000,000 shares at $0.25 a share ($250,000) under an
investment letter.
On October 15, 1999 the Company issued to
Mr. Werner Greider 1,000,000 shares valued at $0.25
in payment for telecommunications consultant fees.
Also the Company issued 22,150 shares of investment
stock at $0.25 per share for cancellation of debt to
Larry Olsen.
On November 11, 1999 266,667 shares of stock were
issued as a consulting fee were issued to Jose Carlos
Alverado at $0.25 per share.
The 504 offerings were not registered under
th Act or registered or qualified under the securities
law of the state. All purchasers of the shares heretofor
listed reside outside of the United States. The offerings
of the shares was made in reliance upon the limited
offering exemptions from registration with the Securities
Commission as set forth in Rule 504 of Regulation D. All
shares issued after June 29, 1999 were issued pursuant to
4(2) 4(6) Rule 505 exemptions for cash or services and bear
investment legends.
Each purchaser was required to complete and sign a
written subscription agreement representing he had read
the disclosure document and that the offerings were
subject to various risks. Pursuant to Rule 504(3)(1)
of Regulation D, the provisions of Rule 502(c ) and (d)
shall not apply to offers and sales made under Rule 504.
Generally, Rule 502(d) provides that: "except as provided
in Rule 504(b)(1), securities acquired in a transaction
under Regulation D shall have the status of securities
acquired in a transaction under Section 4(2) of the Act
and cannot be resold without registration under the Act
or an exemption therefrom...".
Because the Company's intent and good faith belief
was that the offering qualified under Rule 504(b)(1) of
Regulation D, purchasers of the Company's common stock may
be permitted to resell their shares without registration
under the Act pursuant to Rule 502(d), As such, certificates
representing these shares do not near any restrictive legends.
The Company also issued 5,292,000 to two parties for
$0.25 per share, paid in cash and there shares may not be
resold unless they are subsequently registered or an
exemption is available.
Those shares issued for services or cancellation
of debt would likewise be restricted.
Dividend Policy
The Company has not declared or paid cash dividends or
made 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 reinvest future earnings to finance and expand its
operations.
Item 6. Management's Discussion and Analysis or
Plan of Operation
The following information should be read in conjunction
with the consolidated financial statements and notes thereto
appearing elsewhere in this Form 10-KSB.
Plan of Operation
The predecessor company was engaged in mining development
activities through December 31, 1998. On March 5, 1999 the
corporation acquired the license to a gaming software program
and decided to enter the international internet gaming industry.
The mining assets were sold in April 1999 at their book value.
The Company's current capital was provided by the sale of
common stock throughout 1999. The gaming internet site was not
fully operational until September 1999. The Company spent
approximately $1,600,000 in developing the site and $400,000
for various equipment components and personal training in
Costa Rica. The Company achieved $3,388,361 in gaming revenue
in the fourth quarter of 1999 incurring gaming losses if $250,113.
As a side light the Company had invested in excess of
$500,000 in telecommunication equipment and operation through
its Global E-Com subsidiary. In October sold the telecommunications
subsidiary to Dimension House, Inc., in exchange for 9,200,000
shares of that company, transferring 100% of the capital stock
of Global E-COM, S.A. The stock of Dimension House, Inc., now
known as Presidents Telecom, Inc., was quoted on the OTC Bulletin
Board at $1.50 per share on December 31, 1999. While
there are restrictions on the sale of the Presidents'
securities and because of affiliate
restriction (47%) ownership, qualified sale could generate
approximately $500,000 during the last half of 2000.
Management anticipates outside funding will be necessary
and to that end the Company intends to offer securities for the
sale pursuant to Rule 505 Regulation D at the end of the
second quarter. The use of proceeds of such private placement
will primarily be used for marketing. There is no assurance
the Company can sell a future private placement, however,
is was successful in 1999.
The Company does not anticipate any significant expenditures
for plant or equipment. It will, however, have to continue to update
its software.
Existing staff will be sufficient for operations through 2000.
In 1999, the Company's Board of Directors set forth a policy
to explore the possibility of acquiring or merging with other
operating businesses that could make use of the Company's internet
possibilities to market their own products, games or services.
Net Operating Losses
The Company has accumulated $2,750,000 of net operating loses
as of December 31, 1999, which may used to reduce 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 a annual limitation on the amount of the net
operating loss carryforwards which can be used. The potential
tax benefit of the net operating loss carryforwards have been
offset by a valuation allowance of the same amount.
Inflation
In the opinion of management, inflation has not had
a material effect on the operations of the Company.
Year 2000
Year 2000 issues may arise if computer programs have
been written using two digits (rather than four) to define
the applicable year. In such cases, programs that have
time-sensitive logic may recognize a date using "00" s the
year 1900 rather than the year 2000, which could result in
miscalculations or system failures.
The Company had completed its assessment of the year
2000 issue and believed that any costs of addressing the
issue will not have a material adverse impact on the
Company's financial position. The Company believed that
its existing accounting computer systems and software will
not need to be upgraded to mitigate the Year 2000 issues.
The Company has not incurred any costs associated with its
assessment of the Year 2000 problem. In the event that
Year 2000 issued impact the Company's a accounting system
and other operations aided by its computer system, the
Company believes, as part of the contingency plan, that
it has access to adequate personnel or consultants to
perform those functions manually until such time that
any Year 2000 issues are resolved.
The Company believes that third parties with whom
it has material relationships will not materially be
affected by the Year 2000 issued as those third parties
are relatively small entities which do not rely heavily
on information technology ("IT") systems and non- IT
systems for their operations. However, if the Company
and third parties upon which it relies are unable to
address any Year 2000 issued in a timely manner, it
could result in a material financial risk to the Company,
including loss of revenue and substantial unanticipated
costs. Accordingly, the Company plans to devote all
resources required to resolve an significant Year 2000
issues in a timely manner.
As of March 31, 2000 the Company had not experienced
any Y2K problem themselves or with suppliers.
Recent Accounting Pronouncements
The Financial Accounting Standards Board ("FASB")
has issued Statement of Financial Accounting Standard
("SFAS") No. 128, "Earnings 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 Opinion No. 15,
"Earnings Per Share." SFAS No. 128 provides for the
calculation of "Basic" and "Diluted" earning per share.
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's capital structure. SFAS No. 128
and SFAS No. 129 are effective for financial statements
issued for periods ending after December 15, 1997. Their
implementation is not expected to have a material effect
on the financial statements.
The FASB has also issued SFAS No. 130, "Reporting
Comprehensive Income" and SFAS No. 11, "Disclosures about
Segments of an Enterprise and Related Information."
SFAS No. 130 established standards for reporting and
display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined
to include all changes in equity except those resulting
from investments by owners and distributors to owners.
Among other disclosures, SFAS No. 130 requires that all
items that are required to be recognized under current
accounting standards as components of comprehensive
income be reported in financial statements 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 annual
financial statements and requires reporting of selected
information about operating segments in interim financial
statements issued to the public. It also establishes standards
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 130 and 131 are effective for financial statements
for periods beginning after December 5, 1997 and requires
comparative information for earlier years to be restated.
Management believes that the implementation of new standards
will not have a material effect on the Company's financial
statements.
The FSAB also issued SFAS No. 132. "Employers' Disclosure
about Pension and other Postretirement Benefits," which standardizes
the disclosure requirements for pensions and other Postretirement
benefits and requires additional information on changes in the
benefit obligations and fair values of plan assets that will
facilitate financial analysis. SFAS No. 132 is effective for
years beginning after December 15, 1997 and requires comparative
information is not readily available. Management believes the
adoption of this statement will have no material impact on the
Company's financial statements.
In June 1998, the FSAB issued SFAS No. 131, "Accounting for
Derivative Instruments and Hedging Activities" which requires
companies to record derivatives as assets or liabilities, measured
at fair market value. Gains or losses resulting from changes in
the values of the derivative and whether it qualifies for hedge
accounting. The key criterion for hedge accounting is that
the hedging relationship must be highly effective in achieving
offsetting changes in fair value or cash flows. SFAS No, 133
is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. Management believes the adoption of this
statement will have no material impact in the Company's
financial statement.
Risk Factors and Cautionary Statements
Forward-looking statements in this report are made
pursuant to the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. The Company wished
to advise readers that actual result 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 of the Company to complete development of its
primary products and its ability to successfully market its
product if and when developed and other risks detailed in the
Company's periodic report filings with the Securities and
Exchange Commission.
Item 7. Financial Statements
The Company's financial statements as of
and for the fiscal years ended December 31, 1999
and 1998 have been examined to the extent indicated
in their report by Jones, Jensen and Company independent
certified accountants, and have been prepared in accordance
with generally accepted accounting principles and pursuant
top Regulation S-B as promulgated by the Securities and
Exchange Commission. The aforementioned financial statements
are included herein in response to Item 7 of this Form 10-KSB
E-VEGAS.COM, INC.
FINANCIAL STATEMENTS
December 31, 1999 and 1998
C O N T E N T S
Independent Auditors' Report 3
Balance Sheet 4
Statements of Operations 6
Statements of Stockholders' Equity 7
Statements of Cash Flows 9
Notes to the Financial Statements 11
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
E-Vegas.Com, Inc.
San Jose, Costa Rica
We have audited the accompanying balance sheet of
E-Vegas.Com, Inc. as of December 31, 1999 and 1998
and the related statements of operations, stockholders'
equity and cash flows for the years ended December31,
1999 and 1998. 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. as of December 31, 1999
and the results of its operations and its cash flows for
the years ended December 31, 1999 and 1998 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 7 to the financial statements, the
Company has generated losses from operations for the years
ended December 31, 1999 and 1998, and has current
liabilities in excess of current assets of $436,246 at
December 31, 1999 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 7. The financial statements do
not include any adjustments that might result from the
outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
April 15, 2000
E-VEGAS.COM, INC.
Balance Sheet
ASSETS
December 31,
1999
CURRENT ASSETS
Cash $1,378
Total Current Assets 1,378
FIXED ASSETS (Note 1)
Vehicle 13,500
Computers and software 152,234
Office furniture and equipment 11,235
Accumulated depreciation (25,932)
Total Fixed Assets 151,037
OTHER ASSETS
Investments, net (Note 3) 381,333
Deposits 112,862
Total Other Assets 494,195
TOTAL ASSETS $ 646,610
The accompanying notes are an integral part of these financial statements
E-VEGAS.COM, INC.
Balance Sheet (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31,
1999
CURRENT LIABILITIES
Accounts payable $ 8,220
Notes payable -
related party (Note 4) 134,656
Current portion of
notes payable (Note 6) 62,691
Accrued expenses 12,409
Gaming loss reserve 213,648
Total Current Liabilities 431,624
LONG-TERM LIABILITIES
Note payable (Note 6) 9,476
Total Long-Term
Liabilities 9,476
Total Liabilities 441,100
STOCKHOLDERS' EQUITY (Note 5)
Common stock; $0.001 par
value, 50,000,000 shares
authorized, 23,680,817
shares issued and
outstanding 23,681
Additional paid-in capital 2,935,542
Accumulated deficit (2,753,713)
Total Stockholders' Equity 205,510
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 646,610
The accompanying notes are in integral part of these financial statements.
E-VEGAS.COM, INC.
Statements of Operations
For the
Years Ended
December 31,
1999 1998
REVENUES
Gaming revenues $ 3,388,361 $ -
Other revenues 25,427 -
Total Revenues 3,413,788 -
GAMING PAYOUTS 3,640,474 -
GROSS MARGIN (226,686) -
OPERATING EXPENSES
Management fees 105,000 -
Advertising and promotion 104,811 -
Depreciation and amortization 291,791 5,271
General and administrative 1,412,737 3,117
Total Operating Expenses 1,914,339 8,388
OPERATING LOSS (2,141,025) (8,388)
OTHER INCOME (EXPENSE)
Loss on equity investment (514,296) -
Interest income 262 -
Interest expense (10,341) -
Total Other Income (Expense) (524,375) -
NET LOSS $ (2,665,400) $ (8,388)
BASIC LOSS PER SHARE $ (0.12) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 21,429,994 12,000,000
The accompanying notes are an integral part of these financial statements.
E-VEGAS.COM, INC.
Statements of Stockholders' Equity
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
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 $0.10 per
share 2,000,000 2,000 198,000 -
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 -
Balance
Forward 18,780,000 $ 18,780 $ 1,711,240 $ (88,313)
E-VEGAS.COM, INC.
Statements of Stockholders' Equity (Continued)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
Balance Forward 18,780,000 $ 18,780 $ 1,711,240 $ (88,313)
July 14, 1999 - common stock
issued for cash at $0.25
per share 392,000 392 97,608 -
August 5, 1999 - common stock
issued for
cash at $0.25
per share 60,000 60 14,940 -
August 30, 1999 -common stock
Issued for cash at $0.25
per share 600,000 600 149,400 -
September 10, 1999 - common stock
issued for cash at
$0.25 per share 240,000 240 59,760 -
September 13, 1999 - common stock
issued for cash at
$0.25 per share 600,000 600 149,400 -
September 14, 1999 -common stock
issued for cash at
$0.25 per share 320,000 320 79,680 -
September 21, 1999 - common stock
issued for cash at
$0.25 per share 400,000 400 99,600 -
October 13, 1999 - common stock issued
for cash at $0.25
per share 1,000,000 1,000 253,000 -
October 15, 1999 - common stock issued
for consulting at
$0.25 per share 1,000,000 1,000 249,000 -
October 15, 1999 - common stock issued
for consulting services
at $0.25
per share 22,150 22 5,515 -
November 11, 1999 -common stock
issued for consulting
services at $0.25
per share 266,667 267 66,399 -
E-VEGAS.COM, INC.
Statements of Stockholders' Equity (Continued)
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit
Net loss for the year ended
December 31, 1999 - - - (2,665,400)
Balance,
December 31, 1999 23,680,817 $ 23,681 $ 2,935,542 $ (2,753,713)
The accompanying notes are an integral part of these financial statements
E-VEGAS.COM, INC.
Statements of Cash Flows
For the
Years Ended
December 31,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES
(Loss) from operations $ (2,665,400) $ (8,388)
Adjustments to reconcile
loss from operations to
net cash used by operating
activities:
Depreciation and amortization 291,791 5,271
Loss on equity investment 514,296 -
Common stock issued for services 322,203 -
Changes in operating assets and
liabilities:
(Increase) decrease in deposits (112,862) -
Increase (decrease) in
accounts payable 15,689 2,706
Increase (decrease) in gaming
loss reserve 213,648 -
Net Cash (Used) by
Operating Activities (1,420,635) (411)
CASH FLOWS FROM INVESTING ACTIVITIES
Investments purchased (619,275) -
Purchase of equipment (242,828) -
Net Cash (Used) by
Investing Activities (862,103) -
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on notes payable (9,454 ) -
Proceeds from notes payable 216,277 -
Proceeds from common stock 2,077,000 -
Net Cash Provided by
Financing Activities 2,283,823 -
INCREASE IN CASH AND
CASH EQUIVALENTS 1,085 (411)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 293 704
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 1,378 $ 293
The accompanying notes are an integral part of these financial statements
E-VEGAS.COM, INC.
Statements of Cash Flows (Continued)
For the
Years Ended
December 31,
1999 1998
CASH PAID FOR:
Interest $ - $ -
Income taxes $ - $ -
NON-CASH INVESTING AND FINANCING ACTIVITIES
Common stock issued for
investments, software
and licenses $ 450,000 $ -
Common stock issued for services $ 322,203 $ -
The accompanying notes are an integral part of these financial statements
E-VEGAS.COM, INC.
Notes to the Financial Statements
December 31, 1999 and 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 March 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 Company's name was changed to E-Vegas.Com, Inc.
During March 1999, the Company sold its wholly-owned
subsidiary, True Vista Mining de Mexico, Inc., to True
Vista Mining, Inc. for $30,000, a 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, Inc.
sell or negotiate any of the properties, the Company
will receive 5% of the consideration. The Company
was considered a development stage company until August
1999 when it began sales.
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.
E-VEGAS.COM, INC.
Notes to the Financial Statements
December 31, 1999 and 1998
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 December 31, 1999 due to accumulated operating losses.
The Company has accumulated approximately $2,500,000
of net operating losses as of December 31, 1999 which may
be used to reduce taxable income and income taxes in future
years through 2019. 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 netoperating
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
additions and betterments are capitalized at cost. Maintenance
and repairs are charged to expense when incurred.
g. Revenue Recognition
The company operates in one industry which is internet
gaming. The Company recognizes revenues from its gaming
activities upon completion of the activity upon which the
wager was placed. Winnings are recorded as revenues.
Losses are recorded as gaming payouts. Funds held for
customers but not yet wagered are carried
as a liability known as gaming loss reserve.
E-VEGAS.COM, INC.
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 3 - INVESTMENTS
December 31,
1999
At December 31, 1999, the Company held
150,000 shares in
Hussongs America, Inc. for a total cost
of $30,000. This investment
has been recorded at cost. $ 30,000
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 shares of
the Company's common stock valued at
$250,000 and cash invested of $46,042.
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 written down by a loss
of $296,042 as of December 31, 1999. -
On October 1999, the Company sold 100% of
Global E-COM, (a formerly Wholly-owned subsidiary)
for 10,000,000 shares of Presidents Telecom,
which represented 47% of the issued and outstanding
Shares of Presidents Telecom for an investment
recorded at predecessor Cost of $569,587.
Accordingly, the Company is accounting for
The investment as an equity investment. Presidents Telecom
Experienced a loss of $464,371 for the year ended December
31, 1999. The Company's recognized portion of the loss was
$218,254, which reduced the investment to $351,333. 351,333
Total Investments $ 381,333
NOTE 4 - NOTES PAYABLE - RELATED PARTY
The Company has notes payable to shareholders in
the amount of $134,656 at December 31, 1999. The
amounts bear interest at 10%, are unsecured and due
on demand.
NOTE 5 - COMMON STOCK
a. On March 5, 1999, the Company issued 2,000,000
for proprietary rights and software valued at $200,000.
The rights and software were written down to their estimated
net realizable value of $-0- in 1999.
b. At a special meeting, a 504D offering 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 offering was authorized to sell 600,000
shares of common stock at $0.25 per share. The offering was
completed and funded for $150,000 on April 3, 1999.
E-VEGAS.COM, INC.
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 5 - COMMON STOCK (Continued)
d. A 504D offering 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 on May 3, 1999.
e. A 505D offering 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 on June 30, 1999. 680,000 shares equaling
$170,000 were sold for cash. 1,000,000 shares were issued for
an investment in Bettabunch, Inc. valued at $250,000.
f. In August and September 1999 2,612,000 shares of common
stock were issued at $0.25 per share for cash, totaling $653,000.
g. In October 1999, 1,000,000 shares of common stock were
issued for $0.25 per share, for cash totaling $254,000.
h. In October and November 1,288,817 shares of common
stock were issued at $0.25 per share for consulting services.
NOTE 6 - NOTE PAYABLE
On June 21, 1999, the Company purchased software and
computer equipment from an unrelated party. An initial
payment of $43,957 is due in 2000 and payments of $4,738
are due quarterly over a 24-month period. The note bears
an imputed interest rate of 10% and is secured by equipment.
Future maturities of the note payable is as follows:
2000 $ 62,691
2001 9,476
$ 72,167
NOTE 7 - 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. In the interim,
the Company intends to raise additional capital through private
placements of its common stock.
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
Not applicable.
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section
16(a) of the Exchange Act.
The executive officers and directors of the Company are as follows:
Name Age Position
Edward B. Gallagher 57 President/Director
Erwin Liem 42 Secretary/Treasurer/Director
Antal Markus 43 Vice President/Director
All directors hold office until the next annual meeting of
stockholders or until their successors have been duly qualified.
Directors will be elected at the annual meeting and serve for
one 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 Board of Directors 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 three
directors and exercises all the power and authority of the
Board of Directors in the management of the management of the
business and affairs of the Company between meetings of the
Board of Directors. Each executive officer is appointed by
and serves at the discretion of the Board of Directors.
None of the officers and/or directors of the Company
are officers and directors of any other publicly traded
corporation, nor have any of the directors and/or officers,
nor 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
to any order, judgment, or decree involving the violation
of any state or federal securities laws within the past
five years.
The directors will initially devote full time to the Company affairs.
All of the working officers and employees on a full time
basis. There are twenty other full time employees.
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.
Section 16(a) Beneficial Ownership Reporting Compliance
Each of the Company's officers and directors are
required to file a Form 3, Annual Statement of Changes in
Beneficial Ownership on or before the 45th day after the
end of the fiscal year. These reports have not been filed
in a timely basis and have recently been filed.
Item 10. Executive Compensation
Mr. Gallagher, Mr. Liem and Mr. Markus, the officers
and directors receive $30,000 per year plus related business expenses.
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.
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 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge
of the Company as of December 31, 1999 with respect to each director
and officer and management as a group and any holder owning more than
5% of the outstanding common stock.
Name and Position Title of Amount of Percentage(1)
Address Class Shares
Edward B. Gallagher President Common 1,290,000 5.5%
9311-163 A Street
Surrey, B.C. Canada V4N3C6
Erwin Liem Secretary Common 1,220,000 5.5%
243-2496 East Hastings St. Treasurer
Vancouver, B.C. Canada V5K1Z1
Antal & Marilyn Markus Vice President Common 1,200,000 5%
200 Merlin Court
Kelowna, B.C. Canada V1V1N2
Management as a Group 3,780,000 16 %
Others of record own 5% or more
First Nevisian Stock Broker Ltd. 4,292,000 18%
Henville Building Prince Charles Street
Charlestown Nevis, West Indies
(1)The above percentages are based on 23,680,817 shares of common
stock outstanding as of December 31, 1999.
Item 12. 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.
Mr. Markus, an officer and director was the founder
and President of Clear Water Mining, Inc., the predecessor
corporation and owned 1,000,000 shares of that company
which have been converted to E-Vegas.COM, Inc., stock.
The Company's officers and directors are subject to
the doctrine of corporate opportunities only insofar as it
applies to business opportunities in which the Company has
indicated an interest, either through its proposed business
plan or by way of an express statement of interest
contained in the Company's minutes. If directors are
presented with business opportunities that may conflict
with business interests identified by the Company, such
opportunities must be promptly disclosed to the Board of
Directors and made available to the Company. In the event
the Board shall reject an opportunity to presented and only
in that event, any of the Company's officers and directors
may avail themselves of such an opportunity. Every effort
will be made to resolve any conflicts that may arise in
favor of the Company. There can be no assurance, however,
that these efforts will be successful.
PART V
Item 13. Exhibits and Reports on From 8-K
(a) Exhibits
* Articles of Incorporation, filed as Exhibit to Form 10-SB
* By Laws, filed as Exhibit to Form 10-SB
* Subsidiaries
Articles of Incorporation filed as Exhibit to Form 10-SB
27 Financial Data Schedule
* Exhibits so marked have heretofore been filed with the
Securities and Exchange Commission as part of the filing
indicated are incorporated herein by reference.
(b) Reports on Form 8-K
Dated November 15, 1999.
SIGNATURES
In accordance with Section 13 or 15 (d) of the
Exchange Act. The Registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
E-Vegas.COM, Inc.
By:___________________
Edward Gallagher
President
Dated:April 26, 2000
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Signature Title Date
Edward Gallagher President, Director April 26,2000
Antal (Tony) Markus Vice President April 26, 2000
Erwin Liem Secretary/Treasurer/Director April 26, 2000
15
2
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
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE THE
STATE OF NEVADA
June 21, 1999
No. C2714-97
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
E-CASINO GAMING CORPORATION
Dean Heller, Secretary 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 s 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 Liem 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 1
4th 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
Mar 11, 1999
C. 2714-99
STATE OF NEVADA
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CLEA WATER MINING. INC.
Dean Heller, Secretary of State
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
J. ERNEST JANZEH
102-1835 DILWORTH DRIVE .
KELOWNA, BC ViY9T1
This 8 day of March 1999
Notary Public in and for
Province of British Columbia
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported) October 25, 1999
Nevada 0-27715 94-3342064
(State or other (Commission (IRS Employer
jurisdiction file number) Identification No.)
of incorporation)
1128-789 West Pender Street, Vancouver, B.C., V6C1H2
(Address of principle executive offices)
Registrant's telephone number,
including area code (604) 608-6828
N/A
(Former name or former address, if changed
since last report)
Item 2. Disposition of Assets - Acquisition of Asset
On September 28, 1999, the issuer entered into
a Letter of Intent to exchange 100% of the common stock
of its wholly owned subsidary Global E-COM, S.A. to
Dimension House, Inc., a Nevada corporation in exchange
for common voting stock of Dimension House, Inc.
On October 2, 1999, the issuer entered into a
purchase agreement with Dimension House, Inc., to
transfer its wholly owned subsidiary Global E-COM,
S.A., a Costa Rican corporation to Dimension House,
Inc., for ten million shares of $.0001 par value
common stock, subject to the approval of the
shareholders of Dimension House, Inc.
The shareholders approved the purchase on
October 15, 1999.
On October 27, 1999, 10,000,000 shares of
Dimension House, Inc., were issued to the issuer.
E-Vegas.COM, Inc., as of October 31, 1999 was a
forty seven (47%) percent shareholder and would
be a control shareholder.
Dimension House, Inc., changed its name
to Presidents Telecom, Inc., on October 28, 1999.
Global E-COM, S.A., had a net equity value
of $561,849 as of October 2, 1999. On October 31,
1999 the market value of the common stock received
was two million five hundred thousand dollars
($2,500,000) on a discounted basis or $0.25 per
share and an exchange value of $.06 per share.
The future sale of any of the acquired securities
will be under affiliate control rules.
Item 7. Financial Statement
The following statements are included
or a preferred basis
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed in its behalf
by the undersigned hereinto duly authorized.
E-Vegas.COM, Inc.
Edward B. Gallagher, President
November 15, 1999
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