U.S SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
USA TELCOM INTERNATIONALE
(Name of Small Business Issuer in its charter)
Nevada 8700 88-0408213
(State or Jurisdiction (Primary Standard Industrial (I.R.S. Employer
Incorporation or Classification Code Number) Identification No.)
Organization)
3360 West Sahara Avenue, Suite 200B, Las Vegas, Nevada 89102; (702) 876-6024.
Fax: 702-876-6144.
(Address and telephone number of Registrant's principal executive offices and
principal place of business)
Allen Jones., 3360 West Sahara Avenue, Suite 200B, Las Vegas, Nevada 89102;
(702) 876-6024, fax: (702) 876-6144
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as practicable after
this Registration Statement becomes effective.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b)
under the Securities Act, please check the
following box and list the Securities Act
registration number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act,
check the following box and list the Securities
Act registration statement number of the earlier
effective registration statement for the same
offering.
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act,
check the following box and list the Securities
Act registration statement number of the earlier
effective registration statement for the same
offering.
If the delivery of the prospectus is expected to
be made pursuant to Rule 434, check the
following box.
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed Proposed Amount of
class of registered maximum maximum registration fee
securities to be offering price aggregate
registered per unit offering price
Common shares 15,000,000 $0.10 $1,500,000 $XX.XX
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
Initial Public
Offering
Prospectus
USA TELCOM INTERNATIONALE
15,000,000 shares of Common Stock
$0.10 per share
Registrant
USA TELCOM INTERNATIONALE
3360 W. Sahara, Suite 200B
Las Vegas, NV 89102
Registrant's Attorney
Shawn F. Hackman
3360 W. Sahara, Suite 200
Las Vegas, NV 89102
_________________________
The Offering
Per Share Total
Public Price $0.10 $1,500,000.00
Proceeds to
USA Telcom Internationale $0.10 $1,500,000.00
This is our initial public offering, and no public market currently exists
for our shares. The offering price may not reflect the market price of our
shares after the offering.
________________________
The title of each class of securities to be registered is Common Shares.
The amount to be registered is 15,000,000 shares.
Not traded on any national securities exchange or the Nasdaq Stock Market.
This investment involves a high degree of Risk. You should purchase shares
only if you can afford a complete loss. Please consider carefully the risk
factors contained in this prospectus.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful complete. Any representation to the contrary is
a criminal offense.
Information contained herein is subject to completion or
amendment. The registration statement relating to the
securities has been filed with the Securities and Exchange
Commission. The securities may not be sold nor may offers
to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in
any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such State.
Subject to Completion, Dated _______________, 2000.
The shares being offered by USA Telcom Internationale are subject to
prior sale, acceptance of the subscriptions by USA Telcom Internationale
and approval of certain legal matters by counsel to
USA Telcom Internationale.
This is our initial public offering of common stock.
The initial offering price per share is $.10. We will apply
to list our common stock on the OTC:BB. No public market
currently exists for the shares of common stock.
USA Telcom Internationale has the right to accept or reject any
subscriptions, in whole or in part, for any reason. Until
______ 2000, all dealers effecting transactions in
registered securities may be required to deliver a
prospectus This is true whether or not the dealer is
participating in this distribution. Dealers also have an
obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
This prospectus is not an offer to sell or a solicitation to buy the
securities offered. It is unlawful to make such an offer or solicitation.
Neither delivery of this prospectus, nor a sale of the mentioned securities
shall create an implication that there has been no change in the information in
this prospectus. If a material change does occur, however, this prospectus
will be amended or supplemented accordingly for all existing shareholders
and prospective investors.
This prospectus does not intentionally contain a false statement or material
fact, nor does it intentionally omit a material fact. No person or entity
has been authorized by USA Telcom Internationale to give any information or
make a representation, warranty, covenant, or agreement
which is not expressly provided for or continued in this
prospectus. Any such information that is given should not
be relied upon as having been authorized.
USA Telcom Internationale is not a Reporting Company. Upon written
or oral request, any person who receives a prospectus will
have an opportunity to meet with representatives of
USA Telcom Internationale to verify any of the information included
in the prospectus and to obtain additional information.
Such a person shall also, upon written or oral request,
receive a copy of any information that is incorporated by
reference in the prospectus and the address (including title
or department) and telephone number. Such information shall
be provided without charge.
All offerees and subscribers will be asked to
acknowledge in the subscription agreement that they have
read this prospectus carefully and thoroughly, they were
given the opportunity to obtain additional information;
and they did so to their satisfaction.
No commissions are anticipated. No sales commission will be paid in connection
with the sales of these shares. The net proceeds to USA Telcom Internationale
are after the payment of certain expenses in connection with this offering.
See "Use of Proceeds."
Table of Contents
MEMORANDUM SUMMARY 1
RISK FACTORS 2
USE OF PROCEEDS 5
DETERMINATION OF OFFERING PRICE 6
DILUTION 7
PLAN OF DISTRIBUTION 8
LEGAL PROCEEDINGS 9
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 10
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT 11
DESCRIPTION OF SECURITIES 12
INTEREST OF NAMED EXPERTS AND COUNSEL 13
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 14
ORGANIZATION WITHIN LAST FIVE YEARS 15
DESCRIPTION OF BUSINESS 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATION 17
DESCRIPTION OF PROPERTY 18
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 19
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 20
EXECUTIVE COMPENSATION 21
FINANCIAL STATEMENTS 23
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 25
MEMORANDUM SUMMARY
The following summary is qualified in its entirety by detailed information
appearing elsewhere in this Memorandum. Each prospective investor is urged to
read this Memorandum in its entirety.
USA TELCOM INTERNATIONALE
USA Telcom Internationale, (the "Company") is a Nevada corporation formed on
November 5, 1998. USA Telcom Internationale's offices are located at 3360 W.
Sahara, Suite 200B, Las Vegas, NV 89102, (702) 866-6024.
USA Telcom Internationale's principal business involves setting up
telecommunication services in Vietnam. USA Telcom Internationale has minimal
operations to date, but believes that it is positioned to take advantage of
a coming boom in Vietnamese telecommunications. (See "DESCRIPTION OF THE
BUSINESS.") Management has knowledge that loans are available from United
States and Europe entities for business in this area. Management is actively
exploring these financing options. Management has spend substantial time in
contact with individuals and entities in the United States, Europe and Asia
forming relationships (not yet contractual) which USA Telcom Internationale
hopes to turn into profitable contract for USA Telcom Internationale.
Allen Jones has been actively engaged in telecommunications since 1993 with
other companies.
THE OFFERING
USA Telcom Internationale is offering 15,000,000 shares of its common stock for
sale in accordance with the terms of this Prospectus.
Securities Offered:
Total 15,000,000 Shares
Offering Price Per Share: $0.10
Shares Outstanding:
Before the Offering
Total 200,000 Shares
After the Offering
Total 15,000,000 Shares
USE OF NET PROCEEDS
If all the shares offered are sold, net proceeds to USA Telcom Internationale
will be approximately $1,500,000. These proceeds will be used to purchase
materials needed to initiate USA Telcom Internationale's entry into the
marketplace. (See "USE OF PROCEEDS.")
Estimate use of proceeds ($US).
Operations- Las Vegas, Nevada
Payroll- Employees $75,000
Rent - office space 18,000
Payroll Taxes 7,500
Business and Health Ins. 8,000
Legal 25,000
Accounting/Auditing 20,000
SEC fees 1,500
Furniture-office 3,000
Supplies-office 1,500
Equipment-office 5,000
Telephone Equipment 1,800
Tel/Fax/E-mail/Internet 12,000
Auto and Auto Ins. 5,000
Taxi/Parking 800
Gas/Maint./Repairs 2,500
Promotion and Entertainment 1,500
Domestic Travel 3,500
International Travel 15,000
-------
Operations Total 206,600
Banking - Las Vegas, Nevada USA
Bank Deposits $887,650
Secure International Letters of Credit -
Bank Fees on International Letters of
Credit (150,000)
Paid from turnover/profits
Bank Deposits $887,650
A memorandum of understanding has been signed for the purchase of USA Security
Equipment by a Vietnam corporation. Which will be sold by USA Telcom
Internationale estimated at $10,000,000 ($US) during the next twelve (12) month
period.
Revenue/Turnover pending May 2000, $1,700,000 ($US) letter of credit to
USA Telcom Internationale with estimated profit of $400,000 ($US).
Pending
Operations - Ho Chi Minh City, Vietnam ($US)
Payroll- Vietnam Country Manager and
future Vice-President and
Chief Operating Officer $100,000
Other Employees 20,000
Rent- Office 30,000
Payroll Taxes 20,000
Legal 30,000
Accounting/Audit 20,000
Office Expenses-
Furniture 2,500
Supplies 2,000
Equipment 6,000
Telephone equipment 2,000
Telephone expenses/FAX/Internet/E-Mail 15,000
Bank Fees 1,000
Ford Mini-Van (manufactured in Vietnam) 23,000
Taxi/Parking 600
Gas/Maint./Repairs 1,200
Promotion and Entertainment 3,000
Travel-Domestic 5,000
Operations Total $281,300
Promotional and Entertainment expenses include $300 spent for the April
United States Trade Development Agency reception in Ho Chi Minh City, Vietnam.
During meetings protocal provides for exchanges of small gifts.
Operations Hanoi, Vietnam ($US)
Payroll- Manager and future Vice-
President for Vietnam
Government Relations $ 12,000
Payroll- Employees 12,000
Rent- Office 12,000
Payroll Taxes 3,600
Legal 30,000
Accounting/Auditing 10,000
Office-Expenses
Furniture 3,500
Supplies 1,000
Equipment 5,000
Telephone Equipment 1,500
Telephone/FAX/Internet/E-Mail 5,000
Ford Mini-Van (Manufactured in Vietnam) 23,000
Taxi/Parking 1,000
Gas/Maintenance/Repairs 1,200
Promotional/Entertainment 2,400
Travel- Domestic 1,000
Bank Fees 250
Operations Sub-Total $124,450
--------
Consulting and Success Fees to Vietnam Corporation for assisting with the
following shall be paid out of revenue and Business Expansion Loans
for Licensed Vietnam Telcomm projects.
Complete a Memorandum of Understanding, Ho Chi Minh City, for the stock
purchase of a licensed Vietnam Telcomm Corp. and with the Vietnam
government approval and licensing for an approximately $400,000,000 ($US)
CDMA 1900-2000 Mhz PCS system project with estimated fifteen (15) year
$3,000,000,000 ($US) turnover.
Complete an Memorandum of Understanding, Hanoi, for joint venture with a
licensed Vietnam corporation with the Vietnam government approval and
licensing for an approximately $250,000,000 ($US) international telecom
gateway system project with estimated fifteen (15) year $2,000,000,000 ($US)
turnover.
For feasibility studies through United States of America Trade Development
Agency, and Loans subject to US Trade Development Agency, US Dept. of Commerce,
US Export-Import Bank, US Overseas Private Investment Corp., and Citibank.
Consultants/CPA/Attorneys
Dennis Messervy Accounting Las Vegas, Nevada
Grant Thorton Audits Las Angeles, California and Ho Chi Minh City, Vietnam
Sesto Vecchi Ho Chi Minh City and Hanoi, Vietnam
USA citizen manager
Ms. Nguyen Johnson, Stokes and Master
Ho Chi Minh City and Hanoi, Vietnam
USA citizen manager
RISK FACTORS
The shares offered hereby are highly speculative and involve a high degree of
risk to the public investors and should be purchased only by persons who can
afford to lose their entire investment.
The common stock is subject to the normal risks of fluctuating market prices.
As USA Telcom Internationale's business is centered on Internet services, the
stock value is subject further to continued interest in and use of the
Internet, and the acceptance by the on-line community of USA Telcom
Internationale's Internet-based offerings. In addition, holders of the
common stock should not expect to receive dividends, and are not able to vote
their shares cumulatively for election of directors. Because the stock is
expected to be thinly traded, a purchaser may not be able to liquidate
his or her investment immediately.
Other risks involve dilution, the lack of management's experience in this
industry, USA Telcom Internationale's lack of operational history,
competition from outside entities, a lack of diversification, the possible
need for additional financing, and possible purchases by affiliates.
DILUTION
The offering involves a dilution in the per share book value of the Common
Stock from the public offering price. (See "Description of Common Stock.")
RISK FACTORS
RISK FACTORS RELATING TO USA TELCOM INTERNATIONALE'S BUSINESS
USA Telcom Internationale has only recently begun operations. Although it is
entering an area with impressive growth potential, there are very real risk
factors that must be considered by potential investors. These include, but
are not limited to, the following:
Lack of Prior Operations and Experience
USA Telcom Internationale is newly organized, has no significant assets, and
has no revenues from operations. There can be no assurance that USA Telcom
Internationale will operate at a profitable level in the future, or that USA
Telcom Internationale will generate revenues.
Investment Valuation Determined by the Board of Directors
USA Telcom Internationale's Board of Directors is responsible for valuation of
USA Telcom Internationale's investments. There are a wide range of values
which are reasonable for an investment of USA Telcom Internationale's assets.
Although the Board of Directors can adopt several methods for an accurate
evaluation, ultimately the determination of fair value involves subjective
judgment not capable of substantiation by auditing standards. Accordingly,
in some instances it may not be possible to substantiate by auditing standards
the value of USA Telcom Internationale's investments. USA Telcom
Internationale's Board of Directors will serve as the valuation committee,
responsible for valuing each of USA Telcom Internationale's investments. In
connection with any future distributions which USA Telcom Internationale may
make, the value of the securities received by investors as determined by the
Board may not be the actual value that the investors would be able to obtain
even if they sought to sell such securities immediately after a distribution.
In addition, the value of the distribution may decrease or increase
significantly subsequent to the distributee shareholders' receipt thereof,
not withstanding the accuracy of the Board's evaluation.
Competition
USA Telcom Internationale may experience substantial competition in its
efforts to attract retail merchants and customers. Other providers, many of
whom have greater experience, resources, and managerial capabilities than USA
Telcom Internationale, are in a better position to obtain access to
attractive clientele. USA Telcom Internationale hopes to minimize this risk
by seeking a specific niche in the internet marketplace. (See "DESCRIPTION
OF BUSINESS.")
Success of Management
Any potential investor is strongly cautioned that the purchase of the
securities offered hereby should be evaluated in light of: (i) the limited
diversification of the venture capital opportunities afforded to USA Telcom
Internationale, (ii) the high-risk nature and limited liquidity of USA Telcom
Internationale, and (iii) USA Telcom Internationale's ability to utilize funds
for the successful development and distribution of revenues as derived by
the revenues received by USA Telcom Internationale's yet undeveloped
portfolio of clients, and any new potentially profitable ventures,
among other things. USA Telcom Internationale can offer no assurance that
any particular client and/or property under its management contract will
become successful.
Lack of Diversification
The size of USA Telcom Internationale makes it unlikely that USA Telcom
Internationale will be able to commit its funds to the acquisition of any
major accounts until USA Telcom Internationale has a more well established
track record, and USA Telcom Internationale may not be able to achieve
the same level of diversification as larger entities engaged in this type of
business. The lack of diversification may make the value of USA Telcom
Internationale's proposed shares dependent, at least initially, on the
success of a relatively few, and perhaps even one client.
Conflicts of Interest
The officers and directors may have other interests to which they devote
substantial time and each will continue to do so notwithstanding the fact
that management time may be necessary to the business of USA Telcom
Internationale. As a result, certain conflicts of interest exist and will
continue to exist between USA Telcom Internationale and its officers and
directors which may not be susceptible to resolution. Conflicts of interest
may arise in the area of corporate opportunities which can only be resolved
through exercise by the officers and directors of such judgment as is
consistent with their fiduciary duties to USA Telcom Internationale. It is
the intention of management, so as to minimize any potential conflicts of
interest, to present first to USA Telcom Internationale's Board of Directors
any proposed investments for its evaluation.
Additional Financing Required
The proceeds from this Offering are expected to be sufficient for USA Telcom
Internationale to become operational. Even if all of the shares are sold,
the funds available to USA Telcom Internationale may not be adequate for it
to be competitive in the industry. There is no assurance that additional
funds will be available from any source when needed by USA Telcom
Internationale for expansion; and, if not available, USA Telcom
Internationale may not be able to expand its operation as rapidly as it
could if such financing were available. Additional financing could come in
the form of debt/preferred stock or a private placement of common stock. If
additional shares were issued to obtain financing, investors in this
offering see their percentage ownership of USA Telcom Internationale
decrease. However, the book value of their shares would not be diluted,
provided the additional shares are sold at a price greater than that paid by
investors in this offering.
Absence of Cash Dividends
The Board of Directors does not anticipate paying cash dividends on the Common
Stock for the forseeable future and intends to retain any future earnings to
finance the growth of USA Telcom Internationale's business. Payment of
dividends, if any, will depend, among other factors, on earnings, capital
requirements, and the general operating and financial condition of USA Telcom
Internationale, and will be subject to legal limitations on the payment of
dividends out of paid-in capital. (See "DESCRIPTION OF SECURITIES - DIVIDENDS.")
RISK FACTORS RELATING TO THE NATURE OF THE OFFERING
Purchases by Affiliates
Certain officers, directors, principal shareholders, and affiliates may
purchase a portion of the shares for investment purposes.
Possible Loss of Entire Investment
The shares offered hereby are highly speculative and involve a high degree of
risk. They should not be purchased by any person who cannot afford the loss
of his entire investment. A purchase of USA Telcom Internationale's stock in
this Offering would be "unsuitable" for a person who cannot afford to lose
his or her entire investment.
Dilution to Public
Assuming the sale of all Shares offered hereby, the net tangible book value of
USA Telcom Internationale's Shares would be approximately $.XX per share,
compared to the $XX public offering price. Accordingly, persons purchasing
common stock in this Offering would suffer dilution of $XX per share to the
net tangible book value.
Best Efforts Offering
The shares are offered by USA Telcom Internationale on an "best efforts"
basis, and no individual, firm or corporation has agreed to purchase or take
down any of the offered Shares. No assurance can be given that any or all of
the shares will be sold
No Public Market for Company's Securities.
Prior to the Offering, there has been no public market for the Common Stock
being offered. There can be no assurance that an active trading market will
develop or that purchasers of the Common Stock will be able to resell their
securities at prices equal to or greater than the respective initial
public offering prices. The market price of the Common Stock may be affected
significantly by factors such as announcements by USA Telcom Internationale or
its competitors, variations in USA Telcom Internationale's results of
operations, and market conditions in the industry in general. The
market price may also be affected by movements in prices of stock in general.
As a result of these factors, purchasers of the shares offered hereby may not be
able to liquidate an investment in the shares readily or at all.
No Cumulative Voting
Holders of the Common Stock are not entitled to accumulate their votes for
the election of directors or otherwise. Accordingly, the holders of a
majority of the shares present at a meeting of shareholders will be able to
elect all of the directors of USA Telcom Internationale, and the minority
shareholders will not be able to elect a representative to USA Telcom
Internationale's board of directors. (See "DESCRIPTION OF SECURITIES.")
Arbitrary Offering Price
The Offering Price of the Common Stock bears no relation to book value, assets,
earnings or any other objective criteria or value. They have been arbitrarily
determined by USA Telcom Internationale. There can be no assurance that, even
if a public trading market develops, the Common Stock will attain market
values commensurate with the Offering Price.
No Foreseeable Dividends
USA Telcom Internationale does not anticipate paying dividends on its Common
Stock in the foreseeable future but plans to retain any and all earnings for
the operation and expansion of its business. (See "DESCRIPTION OF SECURITIES.")
USE OF PROCEEDS
Following the sale of 15,000,000 shares of common stock, the gross proceeds
to USA Telcom Internationale will be $1,500,000. USA Telcom International
anticipates using these funds for the following purposes:
Use of Proceeds: Amount:
Working Capital $1,500,000
Total $1,500,000
Management anticipates expending these funds for the purposes indicated above.
To the extent that expenditures are less than projected, the resulting
balances will be retained and used for general working capital purposes or
allocated according to the discretion of the Board of Directors.
Conversely, the extent that such expenditures require the utilization of
unds in excess of the amounts anticipated, supplementing amounts may be drawn
form other sources, including, but not limited to general working capital
and/or external financing. The net proceeds of this offering that are not
expended immediately may be deposited in interest or non-interest bearing
accounts, or invested in government obligations, certificates of deposit,
commercial paper, money market mutual funds or similar investments.
DETERMINATION OF OFFERING PRICE
The offering price is not based upon USA Telcom Internationale's net worth,
total asset value, or any other objective measure of value based upon
accounting measurements. The offering price is determined by the Board of
Directors of USA Telcom Internationale and was determined arbitrarily
based upon the amount of funds needed by USA Telcom Internationale to start-
up the business.
DILUTION
"Dilution" is the difference between the public offering price of a security
such as the Common Stock, and its net tangible book value per share
immediately after the Offering, giving effect to the receipt of net proceeds
in the Offering. "Net tangible book value" is the amount that results from
subtracting the total liabilities and intangible assets of an entity from its
total assets. (Net Book Worth of Company)Giving effect to the sale by USA
Telcom Internationale of all Shares at the public offering price, the pro-
forma net tangible book value of USA Telcom Internationale would be
approximately $1499017.00 or approximately $0.099 per share, which would
represent a $0.104 immediate increase in net tangible book value per share and
$0.001 per share dilution to new investors.
The following table illustrates the pro forma per Share dilution:
Price to Public [1] $0.01
Net tangible book value per Share before
Offering [2] -0.005
Increase Attributable to purchase of stock
by new investors [5] 0.104
Net tangible book value per Share after
offering [2],[3],[4] 0.099
Dilution to new investors [6] 0.001
Percent Dilution to new investors [7]. 1%
[1] Offering price before deduction of offering expenses.
[2] The net tangible book value per share before the offering ($-0.005) is
determined by dividing the number of Shares of Common Stock outstanding
into the net tangible book value of USA Telcom Internationale.
[3] The net tangible book value after the offering is determined by adding the
net tangible book value before the offering to the estimated proceeds to
the Corporation from the current offering.
[4] The net tangible book value per share after the offering ($0.099) is
determined by dividing the number of Shares that will be outstanding
after the offering into the net tangible book value after the offering as
determined in note 3.
[5] The Increase Attributable to purchase of stock by new investors is derived
by taking the net tangible book value per share after the offering ($0.099)
and subtracting from it the net tangible book value per share before the
offering ($-0.005) for an increase of $0.104
[6] The dilution to new investors is determined by subtracting the net tangible
book value per share after the offering ($0.099) from the public offering
price ($0.010), giving a dilution value of ($0.001).
[7] The Percent Dilution to new investors is determined by dividing the
Dilution to new investors ($0.001) by the Price to the Public ($0.010)
giving a dilution to new investors of 1%.
PLAN OF DISTRIBUTION
USA Telcom Internationale will sell a maximum of 15,000,000 shares of its
Common Stock, par value $.001 per Share, to the public on a best efforts
basis. No underwriter has been retained by USA Telcom Internationale.
The public offering price of the shares may be modified, from time to time,
by amendment to this Prospectus in accordance with changes in the market
price of USA Telcom Internationale's common stock. USA Telcom Internationale
anticipates are no sales commission.
The shares are offered by USA Telcom Internationale subject to prior sale and
subject to approval of certain legal matters by counsel. USA Telcom
Internationale reserves the right to reject any subscription in whole or in
part, for any reason or for no reason.
OPPORTUNITY TO MAKE INQUIRIES
USA Telcom Internationale will make available to each Offeree, prior to any
sale of the shares, the opportunity to ask questions and receive answers from
USA Telcom Internationale concerning any aspect of the investment and to
obtain any additional information contained in this Memorandum, to the extent
that USA Telcom Internationale possesses such information or can acquire it
without unreasonable effort or expense.
PROCEDURES FOR SUBSCRIBING
Each investor purchasing any of the shares offered hereby will be required to
execute a Subscription Agreement which will contain, among other provisions,
representations as to the investor's qualifications to purchase the common
stock and his ability to evaluate and bear the risk of an investment in USA
Telcom Internationale, and will contain an acknowledgment of the receipt of the
opportunity to make inquiries and obtain additional information.
LEGAL PROCEEDINGS
There are no material legal proceedings involving USA Telcom Internationale
that are known to USA Telcom Internationale as of the date of this prospectus,
or that are known to have been threatened against USA Telcom Internationale
as of the date of this Prospectus.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS
The names, addresses, ages, and respective positions of the current directors
and officers of USA Telcom Internationale are as follows. Each director is
elected for a term of one year, or until their replacement is elected. The
Board of Directors appoints the executive officers for a term of one year,
or until their replacement is appointed.
Name Age Position
Allen Jones 62 President/CEO/Director
Michael F. Browning 65 Secretary/Treasure/Director
ALLEN JONES
Mr. Jones is the President/CEO of USA Telcom Internationale.
EDUCATION Kansas State College
Pre-Veterinary Medicine
PROFILE Bottom line responsibility with demonstrated record of
success in company turnaround and rapid growth situations
through operations improvement and operating
efficiencies. Strong background of successful, effective
experience with multi-million dollar responsibility,
which proves the ability to build a business into a
growing, sound and profitable operation using strong
financial and marketing strategies. An excellent
negotiation strategist, creative problem-solver and
consummate "dealmaker".
SUMMARY OF QUALIFICATIONS
*Rapid and accurate analysis of people and situations.
*Excellent tact and diplomacy in reacting to individuals
and situations.
*Adept at recognizing and adjusting to the needs of others.
*Profit and people-minded.
*Enhanced professional negotiation skills in the foreign
marketplace.
*Interpersonal skills in the international forum.
PROFESSIONAL EXPERIENCE
1998 to Present PRESIDENT/CEO
USA Telcom, Inc., Nevada, Proposed large capital NASDAQ
registration, 1999. (BCC) Business Cooperation
Contract, 30 year license with Vietel Corporation,
Vietnam Army Telecommunications for country Vietnam
which includes:
1900 Mhz CDMA Mobile Telcom,
Wireless local loup residential telcom and
International Gateway USA-Vietnam Telcom.
1996 Feasibility Study, P & L accumulative ten year
estimate, US $3.3B for Vietnam Telecommunications BCC
license.
13 June-23 Sept. 1998
EXECTUVIE VICE PRESIDENT/FINANCIAL DIRECTOR
Harrison Digicom (Resigned after completing due diligence)
Air Tel/SGN ETMC
1992 to 1998 PRESIDENT & CEO
American Ventures International
AMVI International
AMVI Humanitarian Development
Trade Development and Investment Projects in Vietnam
1990 to 1991 PRESIDENT & CEO
Equities International
Greek and Turkey hydra foil vessel tourist development
U.S. Navy, Textron and Korean Navy, vessel technology
transfer
1985 to 1990 ASSOCIATED INTERNATONAL INDUSTRIES, INC.
President
International trading USA, China, Honk Kong and Korea.
1985 to 1988 ASSOCIATED RECREATIONAL INDUSTRIAL, INC.
President
Resort development.
1982 to 1984 CORPORATE RESORT MEMBERSHIP SALES
President
Membership sales throughout California and Arizona.
Company sold in 1984. Total sales $2.7MM.
1977 to 1983 CORPORATE DEVELOPMENT OF 100 ACRES, 25
PARCEL HILLSIDE DEVELOPMENT
President
Project sold in 1983. Booked $2.9MM development loan.
1978 to 1982 CORPORATE DEVELOPMENT OF 300 ACRES
RECREATIONAL VEHICLE PARK
President
Business sold in 1982.
1977 to 1982 JONES DEVELOPMENT, INC., Orange County, California
President and CEO
Secured Santa Ana development agency contract to master
of four acres across from Federal Court House. Secured
J.V. with Coldwell Banker Investment for a seven story
mid-rise and thirteen-story hi-rise office buildings and
parking facility. Sold project in 1982.
1967 to 1977 Owned and operated two liquor marts in Los Angeles County,
from 1967 to 1974 and three liquor, grocery and deli marts
in Orange County, from 1975 to 1977. Annual sales were
$2.2MM from 1975 to 1977. All stores sold by September
1977, anticipating the elimination of fair trade. Fair
trade ended May 1978.
1961 to 1969 BUILDING MAINTENANCE CORPORATION, Los Angeles,
California
President and CEO
Building maintenance services including insurance claim
repairs.
MICHAEL F. BROWNING
EDUCATION: B.S. - School of Business Administration - University
Arizona 1956
CAREER PROFILE: Real Estate Development Executive with extensive
experience in real estate development, marketing,
acquisitions and management with major development
companies, brokerage companies and financial
institutions. Experienced in Financial Feasibility
Analysis, Property Entitlements, contract negotiations,
marketing, financing, development management and asset
management.
EMPLOYMENT HISTORY:
1993 to Present UNI-MED REALTY ADVISORS, Inc., Newport Beach,
California
Partner
Uni-Med Realty Advisors is a firm engaged in medical
related real estate including consulting services,
brokerage and property management.
The corporation provides consulting services to major
hospitals in Southern California and with a national
healthcare organization which owns hospitals throughout
the country. Property management assignments includes
hospital and privately owned medical office buildings
totaling over 900,000 square feet. The partnership acts
as the exclusive leasing agent of office buildings
in Southern California.
1987 to 1993 BENTALL DEVELOPMENT CO., Santa Ana, California
Vice President Development
Bentall Development Company is a wholly owned U.S.
subsidiary of Bentall Corporation, a privately owned
Canadian development,investment and property management
company with assets in excess of $600 million.
Assembled, managed and directed the activities of a 10
person professional development team. Analyzed and
acquired ten development sites and two investment
properties, including a 300,000 square foot office
project and a 100,000 square foot office project.
Developed three industrial parks, a 10-story, 210,000
square foot Class "A" office building with a seven
level, 700 car parking structure. Assembled a city
block in downtown San Diego, which was entitled for
500,000 square feet of office with subterranean parking.
Created a joint venture for development of a 175,000
square foot office building and parking structure in
South Orange County and secured all required
entitlements. Reported to the president of USA Telcom
Internationale.
1997 to 1987 COLDWELL BANKER COMMERCIAL GROUP REAL
ESTATE DEVELOPMENT SERVICES, Newport Beach,
California
Vice President and Manager, Newport Beach Office
Managed a directed a team of development professionals in
consulting development operations. Developed for clients
on a fee basis office buildings, industrial buildings
and shopping centers in Southern California, Arizona and
New Mexico. Provided clients with all development
functions, including feasibility, entitlement, selection
and direction of consultants, selection and management
of general contractors, budgeting, arranging financing and
marketing the projects.
1976 to 1977 BENEFICIAL STANDARD PROPERTIES, INC., Los Angeles,
California
Director of Industrial Marketing and Property Maintenance
Managed a large life insurance company, commercial and
industrial real estate investment portfolio, including
industrial buildings and parks for lease or for sale,
neighborhood and regional shopping centers, a mobile
home park and multi-tenant residential projects.
Reported directly to the president of USA Telcom
Internationale.
1975 to 1976 STONEBRIDGE EQUITIES CORPORATION, Laguna Beach,
California
Partner
A partner is a company formed to package real estate
development projects for sale to investors. Projects
included a 125 acre mixed use project in Southern
California, neighborhood shopping center and a single
family residential project in Riverside, California.
1974 to 1975 TROY EQUITIES CORPORATION, Irvine, California
Vice President, Investments
Identified, underwrote and acquired investment
properties for Troy Investment Fund, a public fund.
Projects included neighborhood shopping centers, high
rise residential building and a large industrial park.
1959 to 1974 PACIFIC MUTUAL LIFE INSURANCE COMPANY,
Newport Beach, California
Director of Real Estate
Managed a large portfolio of investment properties,
including industrial buildings, office buildings,
regional shopping centers.
Responsibilities included asset management, development
management, major lease negotiations, acquisitions and
sales.
LICENSE; REAL ESTATE BROKER - California
Managers
RUSSELL F. ORNBURN
Sterling Industries, Inc. 1998 - Present
Country Managing Director - Vietnam
Executive Management responsible for international business development and
corporate financial management. Retain and further development of appropriate
level Management and Technical relationships with DGPT, VNPT, SPTC, VTI and
other Telecommunications regulatory entities in Vietnam. Technical
development of CDMA, PCS, WLL, VoIP Networks, IPLC, International Gateway,
Sonet, International Satellite System and other technologies.
Lucent Technologies Asia Pacific Inc. 1996-1998
Country Managing Director - Vietnam
Corporate Licensing, Management of offices in Hanoi and Ho Chi Minh City,
Vietnam. Develop appropriate level Management and Technical relationships with
DGPT, VNPT, SPTC, VTI and other Telecommunications regulatory entities in
Vietnam Development of Technical development of CDMA, PCS, WLL, VoIP
Networks, IPLC, International Gateway, Sonet, other technologies such as WDM
and DWDM.
AT&T Asia Pacific Inc. 1995-1996
Country Managing Director - Vietnam
Corporate Licensing, Management of offices in Hanoi and Ho Chi Minh City,
Vietnam. Develop appropriate level Management and Technical relationships
with DGPT, VNPT, SPTC, VTI and other Telecommunications regulatory entities
in Vietnam Development of Technical development of CDMA, PCS, WLL,
International Gateway, and other technologies WDM and DWDM
Global Development Group Ltd. 1994-1995
Vice President, Vietnam Operations
Implement business relationships within the Pacific Rim and Vietnam development
of business opportunities in Import-Export and Telecommunications. Initiate
management and technical relationships with appropriate offices of the
Government of Vietnam for development of business.
Department of State 1992-1994
Division Chief
Managed Inter-Agency Liaison Office, Chief Liaison Officer, Information
Management (IM) Facilities Branch head. Managed Technical Operations Office
consisting of twenty-four personnel for Engineering, survey, development,
design, and construction of IM associated International Facilities.
Department of State 1979-1992
Program Manager
Manager facility design group for international development of state-of-the-art
telecommunications systems
Dataproducts Corporation 1977-1979 Alvaradio Industries Inc. 1975-1977
Senior Product Engineer Test & Production Supervisor
Yaron Labratories George Yaron & Son 1973-1975
Manager
Other Military and Civilian experience may be provided upon request if needed.
Other Qualifications
Member of New York Academy of Science
General Class Commercial FCC License with Ships Radar Endorsement
Barons: Who's Who of Vietnam
Barons: Who's Who of the Pacific Rim
Barons: Who's Who in the, World
India: indo-ASEAN Who's Who
Other Information and References Upon receipt of request.
TRAN HOP THANH
EDUCATION B.E (Metallurgical Engineering)
Technological University of Hanoi, 1963
POST GRADUATE TRAINING
(Magnetic Material Engineering)
Hermsdorf Material Laboratory, Gera,
Germany, 1978
Ph. D (Applied Physics)
University of Hanoi, 1989.
Professional Record
1. Technical Management and Administration.
Jul 1994 - Present Director of Advanced Ceramic Company,
Ministry of Science-Technology - Environment
May 1988 - Jul 1994 Director of Electro - Acoustic and
Advanced Ceramic Company,
National Center for Technical Progress.
Mar 1985 - May 1988 Technological Director of Post and
Telecommunication Equipment Enterprise,
Directorate General of Posts and
Telecommunications of Vietnam.
Sep 1979 - Mar 1985 Manager of Magnetic Material Department,
PTEE.
Sep 1963 - Sep 1979 Engineer of Technological Department, PTEE.
2. Additional Information.
1980-1985 Director of National Research Program on
Magnetic Materials And their Applications.
1984-1987 Technological Director of a one million
$US - worth project funded by United
Nations for Development Program (UNDP).
1988-1993 Director of National Research Program on
Electro Acoustic Technology.
1988-1995 Technological Director, then member of
Board of Directors of Thaibinh Glass
-Ceramic joint-ventur Enterprise.
1993-1995 Consultant on Materials in using tiles
production forTAICERA.
1995-1996 Consultant on Technological Production
of Tiles for HHC Company
Jan 1996 - Present Consultant on Investment and Trade for AVI.
Foreign Languages.
English: Read, write and speak.
Russian, French: Read technical books.
Foreign Travel.
Austria Germany* Russia
China Hungary* Thailand
France Italy.
Note: * Multiple visits
References:
Dr. Dang Xuan Cu. Vice, Director, National Center for Technical
Progress, Hanoi, Vietnam.
Eng. Vu Van Luan, Vice General Director, Genera Company of
Vietnam Posts and Telecommunication (VNPT).
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
At the present time, 200,000 shares of USA Telcom Internationale have been
issued. In Octomber of 1999, 6,800,000 shares were authorized to be issued to
Anatol Fin. 200,000 shares were also authorized to be issued to AVI.
However, the Anatol Fin. shares have not been issued and do not plan to be
issued.
DESCRIPTION OF SECURITIES
The authorized capital stock of USA Telcom Internationale consists of
25,000,000 shares of Common Stock, $0.001 par value per share. The holders of
Common Stock (i) have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the Board of Directors of
USA Telcom Internationale; (ii) are entitled to share ratably in all of the
assets of USA Telcom Internationale available for distribution upon winding
up of the affairs of USA Telcom Internationale; (iii) do not have preemptive
subscription or conversion rights and there are no redemption or sinking fund
applicable thereto; and (iv) are entitled to one non-cumulative vote per
share, on all matters on which shareholders may vote at all meetings of
shareholders. As of the date of this memorandum, USA Telcom Internationale
had 0 shares of common stock outstanding.
The rights and preferences of the Preferred Stock may be set by the directors
of USA Telcom Internationale. To date, no Preferred Stock has been issued,
and the directors have not identified any of the rights or preferences thereof.
NON-CUMULATIVE VOTING
The holders of Shares of Common Stock of USA Telcom Internationale do not
have cumulative voting rights, which means that the holders of more than 50%
of such outstanding Shares, voting for the election of directors, can elect
all of the directors to be elected, if they so choose. In such event, the
holders of the remaining Shares will not be able to elect any of USA Telcom
Internationale's directors. After the present offering is completed, if all
of the shares offered are sold to the public, the public shareholders will
own approximately 50% of the outstanding shares of USA Telcom Internationale.
DIVIDENDS
USA Telcom Internationale does not currently intend to pay cash dividends.
USA Telcom Internationale's proposed dividend policy is to make distributions
of its revenues to its stockholders when USA Telcom Internationale's Board of
Directors deems such distributions appropriate. Because USA Telcom
Internationale does not intend to make cash distributions, potential
shareholders would need to sell their shares to realize a return on their
investment. There can be no assurances of the projected values of the shares,
nor can there be any guarantees of the success of USA Telcom Internationale.
A distribution of revenues will be made only when, in the judgment of USA
Telcom Internationale's Board of Directors, it is in the best interest of
USA Telcom Internationale's stockholders to do so.
The Board of Directors will review, among other things, the investment quality
and marketability of the securities considered for distribution; the impact
of a distribution of the investee's securities on its customers, joint
venture associates, management contracts, other investors, financial
institutions, and USA Telcom Internationale's internal management, plus the
tax consequences and the market effects of an initial or broader distribution
of such securities. (See "RISK FACTORS - No Foreseeable Dividends.")
TRANSFER AGENT
USA Telcom Internationale has engaged the services of Pacific Stock Transfer,
Las Vegas, Nevada, and expects to continue using them as the transfer agent
for USA Telcom Internationale's stock.
INTEREST OF NAMED EXPERTS AND COUNSEL
Currently none. It is anticipated that shares may be issued to Shawn F.
Hackman for legal fees.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
USA Telcom Internationale and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions not amounting
to intentional misconduct, fraud, or knowing violations of the law, since
provisions have been made in the Articles of Incorporation and By-Laws
limiting such liability. The Articles of Incorporation and By-Laws also
provide for indemnification of the officers and directors of USA Telcom
Internationale in most cases for any liability suffered by them or arising
out of their activities as officers and directors of USA Telcom
Internationale if they were not engaged in intentional misconduct, fraud, or
knowing violations of the law. USA Telcom Internationale's Articles of
Incorporation and By-laws limit the liability of directors and officers to
the maximum extent permitted by Nevada law (Section 78.751). Therefore,
purchasers of these securities may have a more limited right of action than
they would have except for this limitation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of USA Telcom
Internationale pursuant to the foregoing provisions, or otherwise, USA Telcom
Internationale has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
Not Applicable.
DESCRIPTION OF BUSINESS
USA Telcom Internationale was incorporated in the State of Nevada on November
5, 1998. USA Telcom Internationale was originally incorporated as USA Telecom
on November 5th, 1998. On November 10th, 1998, the corporation changed its
name to USA Telcom. On April 28th, the corporation changed its name to
USA Telcom Internationale.
Business of Issuer
TELECOMMUNICATIONS PROJECT COMPLETION
USA Telcom Internationale plans develop, build and assist in the operation of
state-of-the-art Telecommunications Networks and Systems within Vietnam. We
will also focus on the establishment of International Gateway-portals and the
latest packet switching technology to assure full data, voice and video
capabilities in Vietnam. We are proposing that USA Telcom Internationale
engineer, furnish and install a complete turnkey network that meets and
exceeds the current needs of Vietnam and our Licensed Telecommunications
Service Provider Partner. The current plans of Vietnam indicate that the
National system to be installed, shall be based on Code Division Multiple
Access (CDMA) technology. The use of a system of this nature will allow the
installation of wireless Local Loop (WLL) and Personal Communications Systems
(PCS). The network(s) to be installed will be configured utilizing the most
advanced technology, which can be developed to a full Wideband System when
this is needed.
It is anticipated that Vietnam needs to initiate the development of a network
consisting of approximately 1,000,000 lines. USA Telcom Internationale will
develop the fiscal resources necessary for achievement of requisite financing
for this program as a continuation of our successful efforts to date in
identifying financing sources. We may consider various business cooperation
methodologies, which could include equity positions and revenue sharing.
PROPOSAL HIGHLIGHTS
USA Telcom Internationale will provide Vietnam an opportunity to build a
state-of-the-art telecommunication network that will meet the growing demand
in a timely and economical fashion. This project is envisioned as a complete
turn-key solution which will assure our involvement for a period of ten (10)
to fifteen (15) years for this project alone.
The actual number of lines to be developed within specific areas of Vietnam
will depend upon the feasibility study to be initiated as part of USA Telcom
Internationale development program.
In addition to employing the most advanced network architecture available, the
scope of USA Telcom Internationale's proposal will include a phased approach
to the turnkey implementation of this network. Our planning of this new
network will include a platform to support quick and flexible provisioning of
service to subscribers, this significantly reduces typical network operation,
and maintenance costs.
USA Telcom Internationale is committed to assisting network Providers around
the world in developing solutions to meet their telecommunications needs.
Through partnerships and joint ventures with other technological leaders in
Europe and Asia, we will develop and customize our products to meet local
specifications.
SUMMARY
USA Telcom Internationale is eager to serve and assist Vietnam in reaching its
network objectives. It is the goal of USA Telcom Internationale to provide
Vietnam the technology and high-quality product performance demanded by your
customers in this new information age. The expressed goal of technological
excellence is a reflection of Vietnam's desire to participate in future global
information networks. It is with this understanding of our shared values and
compatible objectives that USA Telcom Internationale's proposal is under
development for Vietnam.
Finally, USA Telcom Internationale is ready to assist with its experience and
leadership in Project financing. It is also our intention to consider various
investment and revenue sharing scenarios which will make USA Telcom
Internationale's offer to Vietnam complete.
Reports to Security Holders
USA Telcom Internationale is not a reporting company as that term is defined in
the Exchange Act of 1934. It has not sent out annual report to the
shareholders, as those individuals are the executive officers and directors
of USA Telcom Internationale and, therefore, have had access to all material
information concerning USA Telcom Internationale. USA Telcom Internationale
does not, at this time, intend to voluntarily elect to become a reporting
company. Until such time as its reports are on file with the Securities &
Exchange Commission, the issuer will voluntarily send annual reports,
including audited financial statements, to holders of its common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
OPERATION
USA Telcom Internationale, (the "Company") is a Nevada corporation formed on
November 5, 1998. USA Telcom Internationale's offices are located at 3360 W.
Sahara #200B, Las Vegas, NV 89102, (702) 876-6024.
Executive Overview
VIETNAM'S present and future development of its National Telecommunications
Infrastructure and International connectivity to the world places this
country in the unique position. The existent telecommunications systems
contain equipment that does not meet today's international criteria and
is in many cases inadequate to meet the needs of the future. Vietnam has
however, make exceptionally strong efforts to correct this situation through
the acquisition of networks and systems, which will meet these standards.
Vietnam is committed to full transition to digital systems and is striving
diligently to achieve appreciably greater teledensity. The recent development
of Business Cooperation Contracts (BCC) with international telecommunications
providers such as France Telecom and NTT, for installation of specific fixed
line networks over the next fifteen (15) years is indicative of Vietnam's
determination to develop networks, which will meet international standards.
To continue this progress and position, Vietnam as a nation on the cutting
edge of today's telecommunication technology, we must now move forward to
state-of-the-art Wireless Networking Systems that provide the latest
technology developed to date. This system is based on Code Division
Multiple Access (CDMA) technology and provides those services needed in
Vietnam today. With the development of CDMA networks such as Wireless Local
Loop (WLL) and Personal Communications Services (PCS) networks, Vietnam will
be able to rapidly and economically meet the needs of the businesses and the
people for access to the international market environment. This technology
offers numerous benefits to both the service provider and the subscriber and
has been identified as the technology of the future. Wireless Solutions,
Switches and Transmission Equipment providing subscriber access network
products that include digital subscriber loop network systems, access network
systems, digital access and cross-connect systems, digital data network
systems, ISDN, Broadband subscriber network system, which can be easily
expanded to Wideband systems, are the features needed for Vietnam's National
and International telecommunications networks. Added to these criteria's the
installation of an International Gateway-portal using packet switching
will afford reliable data, voice, fax and video accessibility to assure
Vietnam's ability to develop and move into e-commerce on an international basis.
The redefinition of the telecommunications industry as a whole will create
bold and exciting opportunities for Vietnam to take advantage of the
synergy's between services and the appetites of consumers for those services,
which are available as the result of advanced equipment installation.
The equipment installed within the operating systems must be engineered,
designed and developed to assure that it will remain at the forefront of
technology today. This equipment must meet or exceed International and United
States standards and, as advances in technology occur through research
leading to the development of new technology, the equipment provided must be
designed to allow the upgrade of existing equipment during its lifecycle,
vice the necessity of replacing equipment to achieve higher technological
standards. This indicates that Vietnam must strive to meet its established
objectives for the provision of cutting edge technology while achieving the
objective of providing reliable telecommunication services to the end user of
those systems.
Service providers face greater challenges today than they have never had to
face before. The growth of new technologies, explosion of the Internet as a
communications tool, the entry of new competitors into traditional markets,
and the expectations of subscribers for new and better services have caused
telephone companies, cable companies, and Internet service providers around
the world to rethink their methods of doing business. How do you build a
flexible network that lets you speed new services to market?
How can you grow your network quickly enough to respond to explosive growth of
international telecommunications and concurrently maximize return on
investment while effectively leveraging existing, or developing new
infrastructure? The answers to these questions will determine how service
providers succeed in the New World. The successful ones will become critical
communications partners for their customers by being able to respond to
changing business needs quickly and cost-effectively with new services
meeting customer needs.
THE OBJECTIVES
The basic achievement of meeting the needs of the businesses and people of
Vietnam will mean they must be successful in the introduction of state-of-
the-art telecommunications media and meeting the demands of the customers.
This mandates the use of the latest telecommunications technology and
equipment available on the market today. The United States of America is the
source of the most advanced technology available today.
Countries desiring to place themselves at the pinnacle of technologically
advanced telecommunication systems and networks seek American technology.
Vietnam realizes and firmly believes that technology and equipment developed
in the United States provides exceptional connectivity and functional
capabilities internationally. We of USA Telcom Internationale will be an
American Company assisting Vietnam in the development of these goals.
It is essential that the telecommunications networks, equipment and services
provided be of high reliability and optimal technical performance. One
attribute that has a direct bearing on any network performance is the
commitment to quality exhibited by the equipment and service provider. USA
Telcom Internationale is committed to the goal of providing the highest
technology and best quality in the world today.
GOALS OF USA TELCOM INTERNATIONALE
Vietnam has firmly stated that CDMA will be established as the national
standard. The goal of USA Telcom Internationale is to establish such networks
in Vietnam and develop other telecommunications systems and networks needed
by Vietnam.
To accomplish this goal, it will be necessary to perform the following
functions relating to network resolution, design and development, equipment
provision, installation, training and operational services provided.
1. Development of a U.S. Standard feasibility study needed to determine the
network best which will assure that the highest standards are provided to
serve the needs of Vietnam.
2. Based on the determinations reached in the completed feasibility study,
complete the design of the systems and network to be installed.
3. Acquisition of all necessary equipment and services necessary to install
this network and place it in operation.
4. Provide adequate training for the operators of the network and assist in
the operation thereof.
The achievement of these four (4) goals will assure that the Network placed
in operation meets full international standards.
COMPLETION OF A FEASEBILITY STUDY
As mentioned elsewhere, a complete independent feasibility study is required
to assure the viability of the project. As an example of this requirement and
its impact on the development of proposed projects, the following excerpts
from U.S. Trade Development Agency (TDA) documentation are provided as well
as comments thereupon.
What are Feasibility Studies?
Feasibility Studies--which evaluate the technical, legal, economic, and
financial aspects of a development project in the concept stage are TDA's
most important finding activity. Since these project plans are required by
financial institutions to assess the creditworthiness of a project before
it can go forward, they provide American firms the opportunity to get in on
the "ground floor" of a project. Feasibility studies typically include
procurement plans, contact information, technical data, financial
information, and market studies which are essential information for investors,
developers, as well as providers of goods and services (including small
businesses).
TDA-funded feasibility studies also advise project sponsors about the
availability of specific U.S. equipment and services and advice that leads to
the use of U.S. goods and services in the project's implementation. For
example, a recent TDA study on a wastewater treatment plant in South America
resulted in the sponsor buying millions of dollars of U.S. pollution control
equipment that was specified in the feasibility study.
VIETNAM'S ELIGIBLITY - Vietnam is now an approved Country for TDA assistance.
EFFECT ON U.S. JOBS - Our program is designed to increase American jobs
through increased exports as well as to support the economic development of
the host nation. TDA will not fund a project if it develops jobs overseas at
the expense of jobs here at home.
WORKING WITH OTHER TRADE PROMOTION AGENCIES - TDA learns of many viable
public and private sector projects from the Commerce Department's U.S. and
Foreign Commercial Service (US&FCS) and the State Department's economic and
commercial officers. We work closely with these agencies to identify projects
and gauge the likelihood of their implementation. TDA-funded feasibility
studies often are used by the Overseas Private Investment Corporation
(OPIC) and the Export-Import Bank of the United States (Ex-Im). Proposals
often dovetail with OPIC and Ex-Im requirements.
The development of a feasibility study is absolutely necessary to assure the
viability of the project(s) to be developed and must occur as a separate
project, prior to final determination and development of the overall
telecommunications infrastructure.
All TDA activities are carried out by U.S. firms assuring the reliability of
the information provided that the study is in fact an independent activity.
PROJECT FACILITY SURVEY, DESIGN AND DEVELOPMENT
After the Feasibility Study has been completed, the project development based
thereupon will be initiated. The synopses of these requirements are provided
in this general description. The services required shall be organized in the
following Phases.
Phase I - Survey Services
Phase II - Design Services
Phase III - Facility Construction and Installation Services
1.0 Phase 1 - Survey Services
1. Phase 1 Services shall include the survey of all required facilities,
sites and associated telecommunications; functions required for completion
of the project as described and identified within the completed
feasibility study. This consists of the gathering of information about the
existing conditions of the facilities, including their spatial
configurations, their utilities, and their mechanical, electrical and
structural systems. The Company shall review the facilities specifically
in light of integration of the specific identified telecommunication
project. Complete report(s) will be developed on the project potential and
estimated costs associated with this project for all segments thereof
including renovation and installation of required facility and support
equipment. The reports of the surveys shall be concluded as part of Phase I
and will include all pertinent information required for development of the
project.
2. In addition to project survey data, the report will also set forth all
utility requirements, zoning restrictions, local building code
requirements, licensing requirements, visa requirements, customs
requirements and logistics problems, local labor availability, resident
and work permits, housing, and availability of materials, services and
equipment. In general the requirements of the latest edition of U.S.A. and
International Codes shall be utilized in the completion of this stage of
the project.
2.0 Phase II - Design Services
1. This submission will include the overall view of all the existing
conditions, utilities, mechanical and electrical systems, and be developed in
the form of "As Built Drawings". This submission should also include the
heating, ventilating, air-conditioning, plumbing, electrical and other
special systems including general facility requirements.
2. Prepare drawings showing new work to be performed at all affected
locations and changes required for existing facilities as required, these
shall include site plans, floor plans, elevations and other drawings
illustrating the scale and relationship of proposed and existing project
components. The work to be performed shall be described in a "Statement of
Work". Conceptual drawings shall include a Bill of Materials (BOM) and an
initial list of Equipment required.
3. Develop preliminary project schedules and cost estimates for work necessary
for completion of the project, this shall include design, acquisition of
materials, equipment, labor, and construction. Prepare an estimate for the
design, and provide an estimated construction cost for each post.
2.0 Phase III - Facility Construction and Installation Services
USA Telcom Internationale shall, upon conclusion of all functions mentioned
above, develop and complete the construction requirements developed for the
project in cooperation with the Vietnamese partner. The Vietnamese partner
shall assist in the acquisition of those construction services and personnel
required for completion of the construction necessary for the project. The
contractor shall be required to support its own construction activities by
providing all services desired herein.
USA Telcom Internationale shall provide adequate Project Management and
support services to assure that the construction and installation needed
under this requirement is concluded in a timely manner and in accordance with
the approved design of the project.
The services to be provided may include, but are not limited to:
1. All labor, materials, equipment, administration, and site(s) supervision
necessary to complete the construction at each site as depicted by the
Construction Documents shall be part of this requirement.
2. Receipt, storage, warehousing, issue, management, safeguarding and
transportation of all materials, equipment and supplies.
3. Preparation and review of all shop drawings, samples, tests, submittals,
and substitutions for subsequent approval by the Project Manager.
4. All construction services including structural, mechanical, electrical
engineering services, as well as routine administration, coordination of
various disciplines involved. This stage of the development shall be
concluded in accordance with the standards established for the project.
5. Quality Control shall be part of this requirement. The time stated for
completion of the project shall include final cleanup of the site(s).
6. The U.S. Project Manager shall have the authority to issue a temporary stop
work order when the execution of any particular phase of demolition/
construction will directly endanger the lives of site personnel.
DESCRIPTION OF PROPERTY
USA Telcom Internationale owns no real property. It leases the office space
used as USA Telcom Internationale's principal offices.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
There is no market established for USA Telcom Internationale's common stock.
There are currently no holders of USA Telcom Internationale'c common stock.
EXECUTIVE COMPENSATION
The officers and directors will receive compensation once a compensation plan
is approved. The amount of their compensation will be based upon the
profitability of the corporation.
FINANCIAL STATEMENTS
As USA Telcom Internationale is a startup, there have been no previous audited
financial statements prepared. USA Telcom Internationale will provide such
statements upon completion of this offering. Preliminary financial statements
are provided as part of the Registration Statement on file with the
Securities and Exchange Commission.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Officers and Directors of USA Telcom Internationale are accountable to
USA Telcom Internationale as fiduciaries, which means such Officers and
Directors are required to exercise good faith and integrity in handling USA
Telcom Internationale's affairs. A shareholder may be able to institute legal
action on behalf of himself and all other similarly situated shareholders to
recover damages where USA Telcom Internationale has failed or refused to
observe the law.
Shareholders may, subject to applicable rules of civil procedure, be able to
bring a class action or derivative suit to enforce their rights, including
rights under certain federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the purchase or sale
of their interest in USA Telcom Internationale due to a breach of a fiduciary
duty by an officer or director of USA Telcom Internationale in connection
with such sale or purchase, including the misapplication by any such Officer
or Director of the proceeds from the sale of these securities, may be able to
recover such losses from USA Telcom Internationale.
USA Telcom Internationale and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions not amounting
to intentional misconduct, fraud, or knowing violations of the law, since
provisions have been made in the Articles of Incorporation and By-Laws
limiting such liability. The Articles of Incorporation and By-Laws also
provide for indemnification of the officers and directors of USA Telcom
Internationale in most cases for any liability suffered by them or arising
out of their activities as officers and directors of USA Telcom
Internationale if they were not engaged in intentional misconduct, fraud, or
knowing violations of the law. USA Telcom Internationale's Articles of
Incorporation and By-laws limit the liability of directors and officers to
the maximum extent permitted by Nevada law (Section 78.751). Therefore,
purchasers of these securities may have a more limited right of action than
they would have except for this limitation. In the opinion of the Securities
and Exchange Commission, indemnification for liabilities arising under the
Securities Act of 1933 is contrary to public policy and, therefore,
unenforceable.
USA Telcom Internationale will not acquire assets from its current management
or any entity in which such management has a five percent or greater equity
interest unless USA Telcom Internationale has first received an independent
opinion as to the fairness of the terms of the acquisition. In negotiating
the terms of the acquisition of the assets, management may be influenced
by the possibility of future personal benefit from unrelated business
dealings with such persons or entities. There can be no assurance that such
conflict of interest will be adequately resolved in favor of USA Telcom
Internationale and its Shareholders. The Officers and Directors are required to
exercise good faith and integrity in handling USA Telcom Internationale's
affairs. Management of USA Telcom Internationale has agreed to abide by this
fiduciary duty.
It should be noted that this is a rapidly developing and changing area of the
law. Investors are urged to consult their own legal counsel.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
USA Telcom Internationale anticipates that it will incur, in addition to the
commission associated with selling the common stock, additional legal and
registration expenses. These anticipated costs are listed above (See "USE OF
PROCEEDS.")
RECENT SALES OF UNREGISTERED SECURITIES
None
EXHIBITS
See attached exhibit list and exhibits.
UNDERTAKINGS
(a) USA Telcom Internationale agrees that it will:
(1) file, during any period in which it offers or sells securities, a post-
effective amendment to this registration statement to
(i) include any prospectus required by section 10(a)(3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the plan
of distribution.
(2) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(e) Insofar as indemnifications for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of USA Telcom Internationale pursuant to the foregoing
provisions, or otherwise, USA Telcom Internationale has been advised that in
the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2A and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorize, in the City of Las Vegas, State of Nevada.
USA TELECOM INTERNATIONALE
By:/s/
Allen Jones, President
Exhibit List:
3.1 Articles of Incorporation
3.2 Certificate of Amendment to Articles of Incorporation
3.3 Certificate of Amendment to Articles of Incorporation
3.4 By Laws
24.1 Power of Attorney
99.1 Financials
USA TELCOM
YEAR ENDED DECEMBER 31, 1999
CONTENTS
Page
Independent's auditor's report 1
Financial statements:
Balance sheet 2
Statement of income (loss)
and retained earnings (deficit) 3
Statement of cash flows 4
Notes to financial statements 5
Member Dennis K. Meservy Member
American Institute of Certified Public Accountant Nevada Society of
Certified Public Accountants Certified Public Acc.
819 Las Vegas Blvd. South (702) 385-7080
Las VEgas, NV 89101-6722
To the Board of Directors
USA TELCOM
Las Vegas, Nevada
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheet of USA TELCOM as of Dedember
31, 1999, and the related statements of income (loss) and retained earnings
(deficit) and cash flows for the year ended December 31, 1999. These financial
statements are the responsibility of the COmpany's management. My
responsibility is to express an opinion of these fiancial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit alsp includes
assessing the acounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of USA TELCOM as of December
31, 1999, and the results of its operations and its cash flow for the year
December 31, 1999 in the conformity with generally accepted accounting
principles.
April 24, 2000
<TABLE>
USA TELCOM
BALANCE SHEET
DECEMBER 31, 1999
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 58
Total current assets 58
$ 58
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 631
Officer loans payable (Note 2) 2,410
Total current liabilities 3,041
Stockholders' equity:
Common stock, $.01 par value, 25,000,000 shares
authorized, 0 shares issued and outstanding 0
Retained earnings (deficit) (2,983)
Total stockholders' equity (2,983)
Total liabilities and Stockholders' Equity $ 58
</TABLE>
The accompanying notes are an intergral
part of these financial statements
-2-
<TABLE>
USA TELCOM
STATEMENT OF INCOME (LOSS) AND RETAINED EARNINGS (DEFICIT)
<CAPTION>
YEAR ENDING DECEMBER 31, 1999
<S>
Revenues: <C>
0
Total revenues
General and administative expenses:
Auto expenses 445
Bank charges 61
Office expenses 16
Proffessional services 721
Postage 39
Rent 940
Telephone 761
Total general and administrative expenses 2,983
Net income (loss) before taxes (2,983)
Provision for federal income taxes (Note 1)
Current 0
Deferred 0
Net income (loss) (2,983)
Retained earnings (deficit), January 1 0
Retained earnings (deficit), December 31 $ (2,983)
</TABLE>
The accompanying notes are an integral
part of these financial statements
-3-
<TABLE>
USA TELCOM
STATEMENT OF CASH FLOWS
<CAPTION>
YEAR ENDED DECEMBER 31, 1999
<S> <C>
Cash flows from operating activities:
Net income (loss) $ (2,982)
Adjustments to reconcile net income to
net cash provoded by operating activities:
Accounts payable increase 631
Net cash used in operating activities (2,352)
Cash flows from financing activities:
Shareholder loans increase 2,410
Net cash provided by financing activities 2,410
Net increase in cash 58
Cash and cash equivalents, January 1 0
Cash and cash equivalents, December 31 $ 58
</TABLE>
The accompanying notes are in integral
part of these financial statements
-4-
USA TELCOM
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
1. Significant accounting policies:
Company's organization and nature of business:
USA TELCOM incorporated in Nevada on November 5, 1998. The corporation's
principal business involves setting up telecommunication services in
Vietnam. The Company has no operations to date. The corporation's
current president, Allen Jones, has been actively engaged in telecom
internationally for several years with other companies.
Common stock:
As of December 31, 1999, no shares of stock have been issued.
Use of estimates in oreparation of financial statements:
The preparation of the accompanying financial statements in conformity
with generally accepted accounting principles requires management to
make certain estimates and assumptions that directly affect the results of
reported assets, liabilities, revenues, and expenses. Actual results
may differ from these estimates.
Federal income taxes:
As of December 31, 1999, the Company has no accrued federal income tax
liability. Using the liability method in accordance with SFAS No. 109,"
Accounting for Income Taxes", no deferred income taxes are required.
Cash and cash equivalents:
The Company considers all short-term securities purchased with an original
maturity of three months or less to be cash equivalents.
2. Transactions with related party:
Loans from officer, Allen Jones as of December 31, 1999 amount to
$2,410. These loans were unsecured and provide no set repayment terms.
Articles Of Incorporation
Of
USA TELECOM
Know all men by these present that the undersigned have this day voluntarily
associated ourselves together for the purpose of forming a corporation under
and pursuant to the provisions of Nevada Revised Statutes 78.010 to Nevada
Revised Statues 78.090 inclusive as amended and state and certify that the
articles of incorporation are as follows:
First: Name
The name of the corporation is USA TELECOM, (The "Corporation").
Second: Resident Office and Agent
The address of the registered office of the corporation in the State Of Nevada
Is 1600 East Desert Inn Rd. Suite 102 in the city of Las Vegas, County of
Nevada 89109. The name and address of the corporation's registered agent in
the State of Nevada is Shawn F. Hackman, at said address, until such time as
another agent is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful act or activity for
which corporations may now or hereafter be organized under the Nevada Revised
Statutes of the State of Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise such rights, privileges, and
powers, when not inconsistent with the purposes and object for which this
corporation is organized;
(b) The Corporation shall have power to have succession by its corporate name
in perpetuity, or until dissolved and its affairs wound up according to law;
(c) The Corporation shall have power to sue and be sued in any court of law or
equity;
(d) The Corporation shall have power to make contracts;
(e) The Corporation shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and personal estate
with its franchises.
The power to hold real and personal estate shall include the power to take
the same by devise or bequest in the State of Nevada, or in any other state,
territory or country;
(f) The corporation shall have power to appoint such officers and agents as
the affairs of the Corporation shall requite and allow them suitable
compensation;
(g) The Corporation shall have power to make bylaws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business and the calling and holding of
meetings of stockholders;
(h) The Corporation shall have the power to wind up and dissolve itself, or be
wound up or dissolved;
(i) The Corporation shall have the power to adopt and use a common seal or
stamp, or to not use such seal or stamp and if one is used, to alter the same.
The use of a seal or stamp by the corporation on any corporate documents is
not necessary. The Corporation may use a seal or stamp, if it desires, but
such use or non-use shall not in any way affect the legality of the document;
(j) The Corporation Shall have the power to borrow money and contract debts
when necessary for the transaction of its business, or for the exercise of
its corporate rights, privileges or franchises, or for any other lawful
purpose of its incorporation; to issue bonds, promissory notes, bills of
exchange, debentures and other obligations and evidence of indebtedness,
payable at a specified time or times, or payable upon the happening of a
specified event or events, whether secured by mortgage, pledge or otherwise,
or unsecured, for money borrowed, or in payment for property purchased,
or acquired, or for another lawful object;
(k) The Corporation shall have the power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose of the shares of the
capital stock of, or any bonds, securities or evidence in indebtedness
created by any other corporation or corporations in the State of Nevada, or
any other state or government and, while the owner of such stock, bonds,
securities or evidence of indebtedness, to exercise all the rights, powers
and privileges of ownership, including the right to vote, if any;
(l) The Corporation shall have the power to purchase, hold, sell and
transfer shares of its own capital stock and use therefor its capital,
capital surplus, surplus or other property or fund;
(m) The Corporation shall have to conduct business, have one or more offices
and hold, purchase, mortgage and convey real and personal property in the
State of Nevada and in any of the several states, territories, possessions
and dependencies of the United States, the District of Columbia and in any
foreign country;
(n) The Corporation shall have the power to do all and everything necessary
and proper for the accomplishment of the objects enumerated in its articles
of incorporation, or any amendments thereof, or necessary or incidental to
the protection and benefit of the Corporation and, in general, to carry on
any lawful business necessary or incidental to the attainment of the purposes
of the Corporation, whether or not such business is similar in nature to the
purposes set forth in the articles of incorporation of the Corporation, or
any amendment thereof;
(o) The Corporation shall have the power to make donations for the public
welfare or for charitable, scientific or educational purposes;
(p) The Corporation shall have the power to enter partnerships, general or
limited, or joint ventures, in connection with any lawful activities.
Forth: Capital Stock
1. Classes and Number of Shares. The total number of shares of all classes of
stock, which the corporation shall have authority to issue is Twenty Five
Million (25,000,000), consisting of Twenty Five (25,000,000) shares of
Common Stock, par value of $0.001 per share (The "Common Stock") .
2. Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the Corporation holding common
stock shall have any preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock or for other securities of
any class, or for rights, warrants or options to purchase stock, or for
scrip, or for securities of any kind convertible into stock or carrying stock
purchase warrants or privileges unless so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all matters upon which
stockholders are entitled to vote or to which stockholders are entitled to
give consent, the holders of the outstanding shares of the Common Stock shall
be entitled to cast thereon one (1) vote in person or by proxy for each share
of the Common Stock standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Subject to the rights of holders of Preferred Stock,
holders of
Common Stock shall be entitled to receive such cash dividends as may be
declared thereon by the Board of Directors from time to time out of assets of
funds of the Corporation legally available therefor;
(ii) Other Dividends and Distributions. The Board of Directors may issue
shares of the Common Stock in the form of a distribution or distributions
pursuant to a stock dividend or split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise required by the Nevada Revised
Statutes and as may otherwise be provided in these Articles of Incorporation,
each share of the Common Stock shall have identical powers, preferences and
rights, including rights in liquidation;
3. Preferred Stock The powers, preferences, rights, qualifications,
limitations and restrictions pertaining to the Preferred Stock, or any series
thereof, shall be such as may be fixed, from time to time, by the Board of
Directors in its sole discretion, authority to do so being hereby expressly
vested in such board.
4. Issuance of the Common Stock and the Preferred Stock. The Board of
Directors of the Corporation may from time to time authorize by resolution
the issuance of any or all shares of the Common Stock and the Preferred
Stock herein authorized in accordance with the terms and conditions set forth
in these Articles of Incorporation for such purposes, in such amounts, to
such persons, corporations, or entities, for such consideration and in the
case of the Preferred Stock, in one or more series, all as the Board of
Directors in its discretion may determine and without any vote or other
action by the stockholders, except as otherwise required by law. The Board of
Directors, from time to time, also may authorize, by resolution, options,
warrants and other rights convertible into Common or Preferred stock
(collectively "securities.") The securities must be issued for such
consideration, including cash, property, or services, as the Board or
Directors may deem appropriate, subject to the requirement that the value of
such consideration be no less than the par value if the shares issued. Any
shares issued for which the consideration so fixed has been paid or delivered
shall be fully paid stock and the holder of such shares shall not be liable
for any further call or assessment or any other payment thereon, provided
that the actual value of such consideration is not less that the par value of
the shares so issued. The Board of Directors may issue shares of the Common
Stock in the form of a distribution or distributions pursuant to a stock
divided or split-up of the shares of the Common Stock only to the then
holders of the outstanding shares of the Common Stock.
5. Cumulative Voting. Except as otherwise required by applicable law, there
shall be no cumulative voting on any matter brought to a vote of stockholders
of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers conferred by statute
and subject to Article Sixth hereof,the Board of Directors is expressly
authorized to adopt, repeal, rescind, alter or amend in any respect the
Bylaws of the Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be adopted,
repealed, rescinded, altered or amended in any respect by the stockholders of
the Corporation, but only by the affirmative vote of the holders of not
less than fifty-one percent (51%) of the voting power of all outstanding shares
of voting stock, regardless of class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed by and under the
direction of the Board of Directors. Except as may otherwise be provided
pursuant to Section 4 or Article Forth hereof in connection with rights
to elect additional directors under specified circumstances, which may be
granted to the holders of any class or series of Preferred Stock, the exact
number of directors of the Corporation shall be determined from time to time by
a bylaw or amendment thereto, providing that the number of directors shall not
be reduced to less that two (2). The directors holding office at the time of
the filing of these Articles of Incorporation shall continue as directors
until the next annual meeting and/or until their successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each director shall serve for
a term ending on the date of the third Annual Meeting of Stockholders of the
Corporation (the "Annual Meeting") following the Annual Meeting at which
such director was elected. All directors, shall have equal standing.
Not withstanding the foregoing provisions of this Article Eighth each director
shall serve until his successor is elected and qualified or until his death,
resignation or removal; no decrease in the authorized number of directors
shall shorten the term of any incumbent director; and additional directors,
elected pursuant to Section 4 or Article Forth hereof in connection with
rights to elect such additional directors under specified circumstances,
which may be granted to the holders of any class or series of Preferred
Stock, shall not be included in any class, but shall serve for such term or
terms and pursuant to such other provisions as are specified in the
resolution of the Board or Directors establishing such class or series.
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of Article Forth
hereof in connection with rights to elect additional directors under specified
circumstances, which may be granted to the holders of any class or series
of Preferred Stock, newly created directorships resulting from any increase in
the number of directors, or any vacancies on the Board of Directors resulting
from death, resignation, removal, or other causes, shall be filled solely
by the quorum of the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full
term of directors in which the new directorship was created or the vacancy
occurred and until such director's successor shall have been elected and
qualified or until such director's death, resignation or removal, whichever
first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors under
specified circumstances, which may be granted to the holders of any class or
series of Preferred Stock, any director may be removed from office only for
cause and only by the affirmative vote of the holders of not less than
fifty-one percent (51%) of the voting power of all outstanding shares of
voting stock entitled to vote in connection with the election of such
director, provided, however, that where such removal is approved by a
majority of the Directors, the affirmative vote of a majority of the voting
power of all outstanding shares of voting stock entitled to vote in
connection with the election of such director shall be required for approval
of such removal. Failure of an incumbent director to be nominated to serve an
additional term of office shall not be deemed a removal from office requiring
any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the stockholders of the
Corporation must be effective at a duly called Annual Meeting or at a special
meeting of stockholders of the Corporation, unless such action requiring or
permitting stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the written consent
of the holders of outstanding shares of Voting Stock having not less than
the minimum voting power that would be necessary to authorize or take such
action at a meeting of stockholders at which all shares entitled to vote
thereon were present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by a majority of the Board of Directors or
by the Chairman of the Board or the President. Special meeting may not be
called by any other person or persons. Each special meeting shall be held at
such date and time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held within or without the
State of Nevada, as the Bylaws may provide. The books of the Corporation may
be kelp (subject to any provision of the Nevada Revised Statutes) outside the
State of Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be subject to the payment
of corporate debts to any extent whatever and the stockholders shall not be
personally liable for the payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business Combinations.
To the maximum extent permissible under the Nevada Revised Statutes of the
State of Nevada, the stockholders of the Corporation shall be entitled to the
statutory appraisal rights provided therein, with respect to any business
Combination involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative vote of the
Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal, rescind, alter or amend
in any respect any provision contained in these Articles of Incorporation in
the manner now or hereafter prescribed by applicable law and all rights
conferred on stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal liability to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director or officers involving any act or omission of any
such director or officer. The foregoing provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or, which involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections of the Nevada Revised
Statutes, (iv) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. Any repeal or modification of this
Article by the stockholders of the Corporation shall be prospective only and
shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.
Nineteenth: Name and Address of first Directors and Incorporators.
The name and address of the incorporators of the Corporation and the first
Directors of the Board of Directors of the Corporation which shall be one (1)
in number is as follows:
DIRECTOR #1
Shawn F. Hackman, Esq.
1600 E. Desert Inn RD. Suite 102
Las Vegas, NV 89109
I, Shawn F. Hackman, Esq., being the first director and Incorporator herein
before named, for the purpose of forming a corporation pursuant to the Nevada
Revised Statutes of the State of Nevada, do make these Articles, hereby
declaring and certifying that this is my act and deed and the facts herein
stated are true and accordingly have hereunto set my hand this 5th day of
November, 1998..
By: _______________________________
Shawn F. Hackman, Esq.
Verification
State Of Nevada
SS
County Of Clark
On this 5th day of November, 1998, before me, the undersigned, a Notary
Public in and for said State, personally appeared Shawn F. Hackman, Esq.
personally known to me (or proved to me on the basis of satisfactory
evidence) to be the person who subscribed his name to the Articles of
Incorporation and acknowledged to me that he executed the same freely and
voluntarily and for the use and purposes therein mentioned.
By: _______________________________
Notary Public in and for said
County and State
CERTIFICATE OF AMENDMENT OF AMENDMENT TO ARTICLES OF
INCORPORATION
of
USA TELECOM
I, Shawn F. Hackman certifies that:
1. The original articles were filed with the Office of the Secretary of
State on November 5, 1998.
2. As of the date of this certificate, 0 shares of stock of the corporation
have been issued.
First: Name of Corporation.
The name of the corporation is USA TELCOM, (the "Corporation")
__________________________________
Shawn F. Hackman, President
State of ___________)
)ss.
County of _________ )
On November 10, 1998, personally appeared before me, a Notary public, Shawn F.
Hackman, who acknowledged that they executed the above instrument.
________________________
A Notary Public in and for said
County and State.
CERTIFICATE OF AMENDMENT OF AMENDMENT TO ARTICLES OF
INCORPORATION
of
USA TELCOM
I, Allen Jones certifies that:
1. The original articles were filed with the Office of the Secretary of
State on November 5, 1998.
2. As of the date of this certificate, 0 shares of stock of the corporation
have been issued.
First: Name of Corporation.
The name of the corporation is USA TELCOM INTERNATIONALE
(the "Corporation")
__________________________________
Allen Jones, President
State of ___________)
)ss.
County of _________)
On _____________________, personally appeared before me, a Notary public, Allen
Jones, who acknowledged that they executed the above instrument.
________________________
A Notary Public in and for
said County and State.
BYLAWS
OF
USA TELECOM
Article I: Offices
The principal office of USA TELECOM ("Corporation") in the Sate of Nevada
shall be located in Las Vegas, County of Clark. The Corporation may have
such other offices, either within or without the State of Nevada, as the
Board of Directors my designate or as the business of the Corporation my
require from time to time.
Article II: Shareholders
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held during the first ten (10) days in the month of June in each year, or on
such other date during the calendar year as may be designated by the Board of
Directors. If the day fixed for the annual meeting shall be a legal holiday
in the State of Nevada, such meeting shall be held on the next succeeding
business day. If the election of Directors shall be held on the day
designated herein for any annual meeting of the shareholders or at any
adjournment thereof, the Board of Directors shall cause the election to be
held at a special meeting of the shareholders as soon thereafter as
conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
Section 3. Place of Meeting. The Board of Directors my designate any place,
either within our without the State of Nevada, unless otherwise prescribed by
statute, as the place of meeting for any annual meeting or for any special
meeting. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within our without the State of
Nevada, unless otherwise prescribed by statute, as the place for the holding of
such meeting. If no designation is made, the place of meeting shall be the
principal office of the Corporation.
Section 4. Notice of Meeting. Written notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days before the
date of the meeting, to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States Mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid.
Section 5. Closing of Transfer Books or Fixing of Record. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a stated period,
but not to exceed in any case fifty (50) days. If the stock transfer books
shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least fifteen (15) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than thirty (30) days and, in case of a
meeting of shareholders, not less than ten (10) days, prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the stock transfer books are not closed and no record date is
fixed for the determination of shareholders entitled to notice of or to vote
at a meeting of shareholders, or shareholders entitled to receive payment of
a dividend, the date on which notice of the meeting is mailed or the date
on which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination
of shareholders. When a determination of shareholders entitled to vote at
any meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 6. Voting Lists. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of
shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such lists shall be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting for the purposes thereof.
Section 7. Quorum. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented
may adjourn the meeting from time to time without further notice. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy executed in writing by the shareholder or by his or
duly authorized attorney-in-fact. Such proxy shall be filed with the
secretary of the Corporation before or at the time of the meeting. A meeting
of the Board of Directors my be had by means of telephone conference or
similar communications equipment by which all persons participating in the
meeting can hear each other, and participation in a meeting under such
circumstances shall constitute presence at the meeting.
Section 10. Voting of Shares by Certain Holders. Shares standing in the
name of another Corporation may be voted by such officer, agent or proxy as
the Bylaws of such Corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such Corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted
directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
Section 11. Informal Action by Shareholders. Unless otherwise provided by
law, any action required to be taken at a meeting of the shareholders, or any
other action which may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with
respect to the subject matter thereof.
Article III: Board of Directors
Section 1. General Powers. The business and affairs of the Corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of Directors of the
Corporation shall be fixed by the Board of Directors, but in no event shall be
less than one ( 1 ). Each Director shall hold office until the next annual
meeting of shareholder and until his successor shall have been elected and
qualified.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at
the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without notice other than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. The
person or persons authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting of the Board of
Directors called by them.
Section 5. Notice. Notice of any special meeting shall be given at least
one (1) day previous thereto by written notice delivered personally or mailed
to each Director at his business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United Sates
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any Directors may waive notice of any
meeting. The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting, except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section 6. Quorum. A majority of the number of Directors fixed by Section 2
of the Article III shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the Directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 8. Action Without a Meeting. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before
such action by all of the Directors.
Section 9. Vacancies. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors, unless otherwise
provided by law. A Director elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office. Any Directorship to be
filled by reason of an increase in the number of Directors may be filled by
election by the Board of Directors for a term of office continuing only until
the next election of Directors by the shareholders.
Section 10. Compensation. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a stated salary as a Director or a
fixed sum for attendance at each meeting of the Board of Directors or both.
No such payment shall preclude any Director from serving the Corporation in
any other capacity and receiving compensation thereof.
Section 11. Presumption of Assent. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment thereof, or
shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a Director who voted in favor of such action.
Article IV: Officers
Section 1. Number. The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board
of Directors, including a Chairman of the Board. In its discretion, the
Board of Directors may leave unfilled for any such period as it may determine
any office except those of President and Secretary. Any two or more offices
may be held by the same person. Officers may be Directors or shareholders of
the Corporation.
Section 2. Election and Term of Office. The officers of the Corporation to be
elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified, or until his death, or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 3. Removal. Any officer or agent may be removed by the Board of
Directors whenever, in its judgement, the best interests of the Corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights, and such
appointment shall be terminable at will.
Section 4. Vacancies. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
Section 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings
of the shareholders and of the Board of Directors, unless there is a Chairman of
the Board, in which case the Chairman shall preside. He may sign, with the
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the Corporation, any
deed, mortgages, bonds, contract, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
there Bylaws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such other duties
as may be prescribed by the Board of Directors from time to time.
Section 6. Vice President. In the absence of the President or in the event of
his death, inability or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice President
shall perform such other duties as from time to time may be assigned to him
by the President or by the Board of Directors, If there is more than one Vice
President, each Vice President shall succeed to the duties of the President
in order of rank as determined by the Board of Directors. If no such rank
has been determined, then each Vice President shall succeed
to the duties of the President in order of date of election, the earliest
date having the first rank.
Section 7. Secretary. The Secretary shall: (a) keep the minutes of the
Board of Directors in one or more minute books provided for the purpose; (b)
see that all notices are duly given in accordance with the provisions of the
Bylaws or as required by law; (c) be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the Corporation is
affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a register of the post office
address of each shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share of the
Corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors; (f) have general charge of the stock transfer books of
the Corporation, and (g) in general perform all duties incident to the office
of the Secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Section 8. Treasurer. The Treasurer shall: (a) have charge and custody of
and be responsible for all funds and securities of the Corporation; (b)
receive and give receipts for moneys due and payable to the Corporation in
such banks, trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him by the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and
with such sureties as the Board of Directors shall determine.
Section 9. Salaries. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
Article V: Indemnity
Section 1. Definitions. For purposes of this Article, "Indemnitee" shall mean
each Director or Officer who was or is a party to, or is threatened to be
made a party to, or is otherwise involved in, any Proceeding (as hereinafter
defined), by reason of the fact that he or she is or was a Director or
Officer of this Corporation or is or was serving in any capacity at the
request of this Corporation as a Director, Officer, employee, agent, partner,
or fiduciary of, or in any other capacity for, another corporation,
partnership, joint venture, trust, or other enterprise. The term "Proceeding"
shall mean any threatened, pending or completed action or suit (including,
without limitation, an action, suit or proceeding by or in the right of this
Corporation), whether civil, criminal, administrative or investigative.
Section 2. Indemnification. Each Indemnitee shall be indemnified and held
harmless by this Corporation for all actions taken by him or her, and for all
omissions (regardless of the date of any such action or omission), to the
fullest extent permitted by Nevada law, against all expense, liability and
loss (including, without limitation, attorney fees, judgments, fines, taxes,
penalties, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by the Indemnitee in connection with any Proceeding.
Indemnification pursuant to this Section shall continue as to an Indemnitee
who has ceased to be a Director or Officer and shall inure to the benefit of
his or her heirs, executors and administrators. This Corporation may, by
action of its Board of Directors, and to the extent provided in such action,
indemnify employees and other persons as though they were Indemnitees. The
rights to indemnification as provided in this Article shall be non-exclusive
of any other rights that any person may have or hereafter acquire under an
statute, provision of this Corporation's Articles of Incorporation or Bylaws,
agreement, vote of stockholders or Directors, or otherwise.
Section 3. Financial Arrangements. This Corporation may purchase and maintain
insurance or make other financial arrangements on behalf of any person who is
or was a Director, Officer, employee or agent of this Corporation, or is or was
serving at the request of this Corporation in such capacity for another
corporation, partnership, joint venture, trust or other enterprise for any
liability asserted against him or her and liability and expenses incurred by
him or her in such capacity, whether or not this Corporation has the
authority to indemnify him or her against such liability and expenses.
The other financial arrangements which may be made by this Corporation may
include, but are not limited to, (a) creating a trust fund; (b) establishing
a program of self-insurance; (c) securing its obligation of indemnification
by granting a security interest or other lien on any of this Corporation's
assets, and (d) establishing a letter of credit, guarantee or surety. No
financial arrangement made pursuant to this section may provide protection
for a person adjudged by a court of competent jurisdiction, after exhaustion
of all appeals therefrom, to be liable for intentional misconduct, fraud, or
a knowing violation of law, except with respect to advancing expenses or
indemnification ordered by a court. Any insurance or other financial
arrangement made on behalf of a person pursuant to this section may be
provided by this Corporation or any other person approved by the Board of
Directors, even if all or part of the other person's stock or other
securities is owned by this Corporation. In the absence of fraud:
(a) the decision of the Board of Directors as to the propriety of the terms
and conditions of any insurance or other financial arrangement made pursuant
to this section, and the choice of the person to provide the insurance or
other financial arrangement is conclusive; and
(b) the insurance or other financial arrangement is not void or voidable; does
not subject any Director approving it to personal liability for his action;
and even if a Director approving the insurance or other financial arrangement
is a beneficiary of the insurance or other financial arrangement.
Section 4. Contract of Indemnification. The provisions of this Article
relating to indemnification shall constitute a contract between this
Corporation and each of its Directors and Officers, which may be modified as
to any Director or Officer only with that person's consent or as specifically
provided in this section. Notwithstanding any other provision of the Bylaws
relating to their amendment generally, any repeal or amendment of this
Article which is adverse to any Director or Officer shall apply to such
Director or Officer only on a prospective basis and shall not limit the
rights of an Indemnitee to indemnification with respect to any action or
failure to act occurring prior to the time of such repeal or amendment.
Notwithstanding any other provision of these Bylaws, no repeal or amendment of
these Bylaws shall affect any or all of this Article so as to limit or reduce
the indemnification in any manner unless adopted by (a) the unanimous vote of
the Directors of this Corporation then serving, or (b) the stockholders as set
forth in Article XII hereof; provided that no such amendment shall have
retroactive effect inconsistent with the preceding sentence.
Section 5. Nevada Law. References in this Article to Nevada law or to any
provision thereof shall be to such law as it existed on the date these Bylaws
were adopted or as such law thereafter may be changed; provided that (a) in
the case of any change which expands the liability of an Indemnitee or limits
the indemnification rights or the rights to advancement of expenses which
this Corporation may provide, the rights to limited liability, to
indemnification and to the advancement of expenses provided in this
Corporation's Articles of Incorporation, these Bylaws, or both shall continue
as theretofore to the extent permitted by law; and (b) if such change permits
this Corporation, without the requirement of any further action by stockholders
or Directors, to limit further the liability of Indemnitees or to provide
broader indemnification rights or rights to the advancement of expenses than
this Corporation was permitted to provide prior to such change, liability
thereupon shall be so limited and the rights to indemnification and
advancement of expenses shall be so broadened to the extent permitted by law.
The Corporation shall indemnify its Directors, officers and employees as
follows:
Article VI: Contracts, Loans, Checks, and Deposits
Section 1. Contracts. The Board of Directors may authorize any office or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
Article VII: Certificates for Shares and Their Transfer
Section 1. Certificates for Shares. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock
transfer books of the Corporation. All certificates surrendered to the
Corporation for transfer shall be cancelled and no new certificate shall be
issued until the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefore upon such terms and
indemnity to the Corporation as the Board of Directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for
all purposes, Provided, however, that upon any action undertaken by the
shareholder to elect S Corporation status pursuant to Section 1362 of the
Internal Revenue Code and upon any shareholders agreement thereto restricting
the transfer of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws so long as
said agreements is in force and effect.
Article VIII: Fiscal Year
The fiscal year of the Corporation shall begin on the 1st day of January and
end on the 31st day of December of each year.
Article IX: Dividends
The Board of Directors may from time to time declare, and the Corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
condition provided by law and its Articles of Incorporation.
Article X: Corporate Seal
The Board of Directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the Corporation and the
state of incorporation and the words "Corporate Seal."
Article XI: Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given
to any shareholder or Director of the Corporation under the provision of the
Articles of Incorporation or under the provisions of the applicable Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Article XII: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by the Board of Directors at any regular or special meeting of the Board of
Directors, or by the shareholder as any regular or special meeting of the
shareholders.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 5th day of November, 1998.
Allen Jones, Director
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