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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES OF
SMALL BUSINESS ISSUERS Under Section 12(b) or
(g) of the Securities Exchange Act of 1934
Global Boulevard International, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 88-0392153
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
403 East 58th Street, 4th Floor, New York, NY 10022
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(Address of principal executive offices) (zip code)
1-212-750-1349
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Issuer's Telephone Number
Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 100,000,000 shares authorized,
10,699,000 issued and outstanding as of August 31, 1999. The Company
has no Preferred Shares authorized.
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FORWARD LOOKING STATEMENTS
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Global Boulevard International, Inc., a new e-Commerce company ("Global
Boulevard International, Inc., Inc," or the "Company" or "GOBO"
or the "Registrant") cautions readers that certain important factors may
affect the Company's actual results and could cause such results to differ
materially from any forward-looking statements that may be deemed to have
been made in this Document or that are otherwise made by or on behalf of the
Company. For this purpose, any statements contained in the Document that are
not statements of historical fact may be deemed to be forward-looking
statements. This Registration contains statements that constitute "forward-
looking statements." These forward-looking statements can be identified by
the use of predictive, future-tense or forward-looking terminology, such as
"believes," "anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in this
Registration and include statements regarding the intent, belief or current
expectations of the Company, its directors or its officers with respect to,
among other things: (i) trends affecting the Company's financial condition or
results of operations for its limited history; (ii) the Company's business
and growth strategies; (iii) the Internet and Internet commerce; and, (iv)
the Company's financing plans. Investors are cautioned that any such forward-
looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result
of various factors. Factors that could adversely affect actual results and
performance include, among others, the Company's limited operating history,
dependence on continued growth in the use of the Internet, the Company's
inexperience with the Internet, potential fluctuations in quarterly operating
results and expenses, security risks of transmitting information over the
Internet, government regulation, technological change and competition.
The accompanying information contained in this Registration, including,
without limitation, the information set forth under the heading "Risk
Factors," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business" identifies important additional factors
that could materially adversely affect actual results and performance. All
of these factors should be carefully considered and evaluated. All forward-
looking statements attributable to the Company are expressly qualified in
their entirety by the foregoing cautionary statement. Any forward-looking
statements in this report should be evaluated in light of these important
risk factors. The Company is also subject to other risks detailed herein or
set forth from time to time in the Company's filings with the Securities and
Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I ......................................................... 4
Item 1. Description of Business.................................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................ 25
Item 3. Description of Property.................................. 26
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 26
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 28
Item 6. Remuneration of Directors and Executive
Officers................................................. 30
Item 7. Certain Relationships and Related Transactions........... 31
Part II ......................................................... 32
Item 1. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters.............. 32
Item 2. Legal Proceedings........................................ 33
Item 3. Recent Sales of Unregistered Securities.................. 33
Item 4. Description of Securities................................ 34
Item 5. Indemnification of Directors and Officers................ 35
Part F/S ......................................................... 38
Item 1. Financial Statements..................................... 38
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure..................... 38
Part III ........................................................ 39
Item 1. Index to Exhibits....................................... 39
Item 2. Description of Exhibits................................. 39
The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and the Financial Statements
and Notes related thereto appearing elsewhere in this Registration. Except
(a) where the context otherwise requires, all references in this Registration
to the "Registrant" or the "Company" or "GOBO" refer to Global Boulevard
International, Inc., a Nevada corporation, (b) the "Web" refer to the World
Wide Web and (c) the "site" refer to the Company's Web site.
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Part I
Item 1. Description of Business
A. Business Development, Organization and Acquisition Activities
Global Boulevard International, Inc., a new Internet e-Commerce company,
hereinafter referred to as "GOBO" or the " Company" or the "Registrant", was
organized by the filing of Articles of Incorporation with the Secretary of
State of the State of Nevada on April 16, 1998 (Date of Inception) under
the name Registered Agents of Southern Nevada, Inc. The Company amended
its Articles on March 25, 1999 changing its name to Global Boulevard
International, Inc.
The Company is a development stage Internet e-Commerce company with a principal
business strategy to facilitate the hosting, creation, use of database
management systems and marketing of international e-commerce web-based
businesses through an Interactive WEB site and hosting portal.
The Amended Articles of the Company authorized the issuance of one hundred
million (100,000,000) shares of Common stock at par value of $0.001 per share
and no shares of Preferred stock.
The Registrant was incorporated on April 16, 1998, in the state of Nevada
under the name Registered Agents of Southern Nevada, Inc. On March 25, 1999
the Company changed its name to Global Boulevard International, Inc. In
connection with its formation, a total of 1,000,000 shares of its common stock
were purchased by its founder of the Company, on March 16, 1999. Between March
20 and April 4, 1999, the Company sold Five Hundred Thousand (500,000) shares
of its common stock in connection with a public offering at a price of $0.10
per share.
On September 30, 1998, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 199,000 shares of the
Common Stock of the Company to approximately fifty-three (53) unaffiliated
shareholders of record. The Company filed an original Form D with the
Securities and Exchange Commission on or about October 1, 1998.
On April 18, 1998, founding shareholder purchased 700,000 shares of the
company's authorized but unissued treasury stock for cash. Additionally, the
Company sold Nine Thousand Nine Hundred Fifty Dollars ($9,950) or One Hundred
Ninety-nine Thousand (199,000) shares of the Common Stock of the Company
during the Offering to approximately fifty-three (53) shareholders. The
offering was closed September 30, 1998. On January 13, 1999, the Company
issued Nine Million Eight Hundred Thousand (9,800,000) restricted shares for
One Hundred Forty-two Thousand Dollars ($142,000). On January 13, 1999, the
Company purchased Seven Hundred Thousand (700,000) shares of treasury stock.
As of August 31, 1999, the Company has ten million six hundred ninety-nine
thousand (10,699,000) shares of its $0.001 par value common voting stock
issued and outstanding which are held by approximately forty-seven (47)
shareholders, including the founding shareholder, of record.
The Company was officially organized on April 16, 1998, under the name Resident
Agents of Southern Nevada and activities to date have been limited primarily to
organization, initial capitalization, and developing business strategies.
Residents Agents of Southern Nevada was an inactive company. In December,
1998, the Company became listed on the NASD Bulletin Board under the trading
symbol GOBO; and, subsequently changed its name to GLOBAL BOULEVARD
INTERNATIONAL, INC.
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The Company has recently made acquisitions of operating units and has no
revenue history, at this time, it anticipates that it will be commencing
operations of its first Global Transaction Center in the next six (6) months.
The Company faces all of the risks inherent in any new business. These risks
include, but are not limited to, competition, changing laws and regulations,
the need for additional capital, and the possible inability to adapt to
various economic changes inherent in a market economy. The likelihood of
success of the Company must be considered in light of these problems and
expenses that are frequently incurred in the operation of a new business
venture.
B. Business of Issuer
1) Principal Products, Services and Principal Markets.
GLOBAL BOULEVARD INTERNATIONAL, Inc. ("GOBO" or the "Company"), a Nevada Corp.,
with a principal business strategy to establish a network of Global Transaction
Centers throughout tax-neutral domiciles that will host and facilitate the
implementation of international e-commerce activities on behalf of its client
companies. These facilities will bring together, in one location, many of the
essential technological solutions available for successfully conducting
international business through the new emerging Internet e-commerce platform.
The basic service packages being offered by the Company are the, "The Global
Merchant Management System" and the "The Global Asset Management System".
These two on-line service packages are designed to provide complete turn-key
platforms that provide the international business owner with a total solution
for operating their business and personal financial management within a totally
secure on-line environment.
(a) Limited Operating History
The Company was first incorporated in the State of Nevada on April 16, 1998.
Accordingly, the Company has a limited operating history upon which an
evaluation of the Company, its current business and its prospects can be
based, each of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages of
development, and particularly by such companies entering new and rapidly
developing markets like the Internet. The Company's prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of development,
particularly companies in new and rapidly evolving markets such as online
commerce. Such risks include, without limitation, the lack of broad
acceptance of the company's products on the Internet, the possibility that
the Internet will fail to achieve broad acceptance, the inability of the
Company to generate significant e-Commerce-based revenues from Internet
customers, the company's inability to anticipate and adapt to a developing
market, the failure of the company's network infrastructure (including its
server, hardware and software) to efficiently handle its Internet traffic,
changes in laws that adversely affect the company's business, the ability of
the Company to manage its operations, including the amount and timing of
capital expenditures and other costs relating to the expansion of the
company's operations, the introduction and development of different or more
extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources, the
inability of the Company to maintain and increase levels of traffic on its
Web site, the inability of the Company to attract, retain and motivate
qualified personnel and general economic conditions.
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(b) Anticipated Losses for the Foreseeable Future
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. The extent of these losses will depend, in part, on the amount of
growth in the Company's revenues from sales of its services through its Web
site. Through April 16, 1998 (date of inception) to August 31, 1999, the
Company had an accumulated deficit of one hundred forty-five thousand five
hundred eight-six $145,586.00) dollars. The Company expects that its operating
expenses will increase significantly during the next several years, especially
in the areas of sales and marketing, and brand promotion. Thus, the Company
will need to generate increased revenues to achieve profitability. To the
extent that increases in its operating expenses precede or are not subsequently
followed by commensurate increases in revenues, or that the Company is unable
to adjust operating expense levels accordingly, the Company's business,
results of operations and financial condition would be materially and adversely
affected. There can be no assurances that the Company can achieve or sustain
profitability or that the Company's operating losses will not increase in the
future.
(c) Dependence on Continued Growth and Viability of the Internet
The Company's future success is substantially dependent upon continued growth
in the use of the Internet. To generate product sales, e-Commerce service fees
for Global Boulevard International, Inc., the Internet's recent and rapid
growth must continue, and e-Commerce on the Internet must become widespread.
None of these can be assured. The Internet may prove not to be a viable
commercial marketplace. Additionally, due to the ability of consumers to
easily compare prices of similar products or services on competing Web sites,
gross margins for e-Commerce transactions may narrow in the future and,
accordingly, the Company's revenues from e-Commerce arrangements may be
materially negatively impacted. If use of the Internet does not continue to
grow, the Company's business, results of operations and financial condition
would be materially and adversely affected. Additionally, to the extent that
the Internet continues to experience significant growth in the number of
users and the level of use, there can be no assurance that its technical
infrastructure will continue to be able to support the demands placed upon
it. The necessary technical infrastructure for significant increases in
e-Commerce, such as a reliable network backbone, may not be timely and
adequately developed. In addition, performance improvements, such as
high-speed modems, may not be introduced in a timely fashion. Furthermore,
security and authentication concerns with respect to transmission over the
Internet of confidential information, such as credit cared numbers, may
remain. Issues like these could lead to resistance against the acceptance of
the Internet as a viable commercial marketplace. Also, the Internet could
lose its viability due to delays in the development or adoption of new
standards and protocols required to handle increased levels of activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services could result in slower response
times and adversely affect usage of the Internet. Demand and market
acceptance for recently introduced services and products over the Internet
are subject to a high level of uncertainty, and there exist few proven
services and products.
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The Internet may not be commercially viable in the long term for a number
of reasons, including potentially inadequate development of the necessary
network infrastructure or delayed development of enabling technologies,
performance improvements and security measures. To the extent that the
Internet continues to experience significant growth in the number of users,
their frequency of use or their band width requirement, there can be no
assurance that the infrastructure for the Internet and other online
services will be able to support the demands placed upon them. In addition,
the Internet or other online services could lose their viability due to
delays in the development or adoption of new standards and protocols required
to handle increased levels of Internet or other online service activity, or
due to increased governmental regulation. Changes in or insufficient
availability of telecommunications services to support the Internet or other
online services also could result in slower response times and adversely
affect usage of the Internet and other online services generally and Global
Boulevard International, Inc., in particular. If use of the Internet and other
online services does not continue to grow or grows more slowly than expected,
if the infrastructure for the Internet and other online services does not
effectively support growth that may occur, or if the Internet and other
online services do not become a viable commercial marketplace, the
Company's business, results of operations and financial condition would
be adversely affected.
(d) Risk of System Failures
The Company's ability to facilitate trade successfully and provide high
quality customer service, depends on the efficient and uninterrupted
operation of its computer and communications through its designated Internet
Service Provider (ISP). These systems and operations are vulnerable to damage
or interruption from earthquakes, floods, fires, power loss, telecommunication
failures, break-ins, sabotage, intentional acts of vandalism and similar
events. The Company does not have fully redundant systems, a formal disaster
recovery plan or alternative providers of hosting services and does not carry
business interruption insurance to compensate it for losses that may occur.
Despite any precautions taken by, and planned to be taken by the Company, the
occurrence of a natural disaster or other unanticipated problems with its ISP
could result in interruptions in the services provided by the Company.
In addition, the failure by the ISP to provide the data communications
capacity required by the Company, as a result of human error, natural
disasters other operational disruption, could result in interruptions in the
Company's service. Any damage to or failure of the systems of the Company
could result in reductions in, or terminations of, the Global Boulevard
International, Inc. service, which could have a material adverse effect on the
Company's business, results of operations and financial condition. In the case
of frequent or frequent or persistent system failures, the Company's reputation
and name brand could be materially adversely affected. Although the Company has
implemented certain network security measures, the Company and its IPS are also
vulnerable to computer viruses, physical or electronic break-ins and similar
disruptions,
which could lead to interruptions, delays, loss of data or the inability to
complete customer auctions. In addition, although the Company works to
prevent unauthorized access to Company data, it is impossible to eliminate
this risk completely. The occurrence of any and all of these events could
have a material adverse effect on the Company's business, results of
operations and financial condition.
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(e) Competition
The Company believes that the principal competitive factors in its market are
volume and pricing, identification of buyers and sellers, community cohesion
and interaction, customer service, reliability of delivery and payment by
users, convenience and accessibility, quality of search tools and system
reliability. The Company's major competitors, include: FirstEcomm.com, First
Atlantic Commerce.com and Planet Payment.com, who have somewhat longer
operating histories, larger customer bases, greater recognition and
significantly greater financial, marketing, technical and other resources than
the Company. This does not preclude other companies from taking the same
approach to sell products in the manner, if this did happen it could have a
material adverse effect on the Company's business, results of operations and
financial condition.
Therefore, certain of the Company's competitors with other revenue sources may
be able to devote greater resources to marketing and promotional campaigns,
adopt more aggressive pricing policies and devote substantially more resources
to systems development than the Company or may try to attract traffic by
offering wider services. Increased competition may result in reduced operating
margins, loss of market share and diminished value in the Company's brands.
There can be no assurance that the Company will be able to compete successfully
against current and future competitors. Further, as a strategic response to
changes in the competitive environment, the Company may make certain pricing,
service or marketing decisions or acquisitions that could have a material
adverse effect on its business, results of operations and financial condition.
New technologies and the expansion of existing technologies may increase the
competitive pressures on the Company by enabling the Company's competitors to
offer a lower-cost service. Any and all of these events could have a material
adverse effect on the Company's business, results of operations and financial
condition.
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(f) Potential Fluctuations in Operating Results; Quarterly Fluctuations
The Company's operating results may fluctuate significantly in the future
as a result of a variety of factors, many of which are outside the Company's
control. See "--Limited Operating History." As a strategic response to
changes in the competitive environment, the Company may from time to time
make certain pricing, marketing decisions or acquisitions that could have
a material short-term or long-term adverse effect on the Company's business,
results of operations and financial condition.
In particular, in order to accelerate the promotion of Global Boulevard
International, Inc., the Company intends to heavily market it Web site. The
Company believes that it may experience seasonality in its business, with use
of the Internet and Global Boulevard International, Inc. being somewhat lower
during the summer vacation and year-end holiday periods. Website hits (and
therefore potential revenues) may be expected to decline accordingly in those
periods. Additionally, seasonality may affect significantly any potential
advertising revenues during the first and third calendar quarters, as
advertisers historically spend less during
these periods.
There can be no assurance that such patterns will not have a material adverse
effect on the Company's business, results of operations and financial
condition. In addition to selling its brands, it is the Company's strategy
is to generate additional revenues through e-Commerce arrangements including
for other companies to advertise on the company's Web site. There can be no
assurance that the Company will receive any material amount of revenue
under these agreements in the future. The foregoing factors, in some future
quarters, may lead the Company's operating results to fall below the
expectations.
(g) Risk Of Capacity Constraints And Systems Failures
A key element of the Company's strategy is to generate a volume of user
traffic to its Web site. The Company's ability to attract customers and to
achieve market acceptance of its products depends significantly upon the
performance of the Company and its network infrastructure (including its
server, hardware and software). Any system failure that causes interruption
or slower response time of the Company's products and services could result
in less traffic to the Company's Web site and, if sustained or repeated,
could reduce the attractiveness of the Company's products. An increase in the
volume of user traffic could strain the capacity of the Company's technical
infrastructure, which could lead to slower response time or system failures,
and could adversely affect the delivery of the number of impressions that are
owed to advertisers and thus the Company's advertising revenues. In addition,
as the number of Web pages on and users of Global Boulevard International,
Inc. increase, there can be no assurance that the Company and its technical
infrastructure will be able to grow accordingly, and the Company faces risks
related to its ability to scale up to its expected customer levels while
maintaining superior performance. Any failure of the Company's server and
networking systems to handle current or higher volumes of traffic would have a
material adverse
effect on the Company's business, results of operations and financial
condition. The Company is also dependent upon third parties to provide
potential users with Web browsers and Internet and online services necessary
for access to the site. In the past, users have occasionally experienced
difficulties with Internet and online services due to system failures,
including failures unrelated to the Company's systems. Any disruption in
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Internet access provided by third parties could have a material adverse
effect on the Company's business, results of operations and financial
condition. Furthermore, the Company is dependent on hardware suppliers for
prompt delivery, installation and service of equipment used to deliver the
Company's products and services. The Company's operations are dependent in
part upon its ability to protect its operating systems against damage from
human error, fire, floods, power loss, telecommunications failures,
break-ins and similar events. The Company does not presently have redundant,
multiple-site capacity in the event of any such occurrence. The Company's
servers are also vulnerable to computer viruses, break-ins and similar
disruptions from unauthorized tampering with the Company's computer systems.
The occurrence of any of these events could result in the interruption, which
could have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the Company's reputation
could be materially and adversely affected.
(h) Risks Associated With New Services, Features and Functions
There can be no assurance that the Company would be able to expand its
operations in a cost-effective or timely manner or that any such efforts
would maintain or increase overall market acceptance. Furthermore, any new
business launched by the Company that is not favorably received by consumers
could damage the Company's reputation and diminish the value of its brand
name. Expansion of the Company's operations in this manner would also
require significant additional expenses and development, operations train the
Company's management, financial and operational resources. The lack of
market acceptance of the Company's products would result in the Company's
inability to generate satisfactory revenues and its inability to offset their
costs could have a material adverse effect on the Company's business, results
of operations and financial condition.
(i) Online Commerce Security Risks
A significant barrier to online commerce and communications is the secure
transmission of confidential information over public networks. GOBO plans to
accept credit cards for purchases of its products. The Company will rely on
encryption and authentication technology licensed from third parties to
provide the security and authentication technology to effect secure
transmission of confidential information, including customer credit card
numbers. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography, or other events or developments
will not result in a compromise or breach of the technology used by the
Company to protect customer transaction data.
If any such compromise of the Company's security were to occur, it could have
a material adverse effect on the Company's reputation and, therefore, on its
business, results of operations and financial condition. Furthermore, a
party who is able to circumvent the Company's security measures could
misappropriate proprietary information or cause interruptions in the
Company's operations. The Company may be required to expend significant
capital and other resources to protect against such security breaches or to
alleviate problems caused by such breaches. Concerns over the security of
transactions conducted on the Internet and other online services and the
privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of
conducting commercial transactions. To the extent that activities of the
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Company involve the storage and transmission of proprietary information, such
as credit card numbers, security breaches could damage the Company's
reputation and expose the Company to a risk of loss or litigation and
possible liability. There can be no assurance that the Company's security
measures will prevent security breaches or that failure to prevent such
security breaches will not have a material adverse effect on the Company's
business, results of operations and financial condition.
(j) Risks Associated with Acquisitions
If appropriate opportunities present themselves, the Company would acquire
businesses, technologies, services or product(s) that the Company believes
are strategic.
The Company currently has no understandings, commitments or agreements with
respect to any other material acquisition and no other material acquisition
is currently being pursued. There can be no assurance that the Company will
be able to identify, negotiate or finance future acquisitions successfully,
or to integrate such acquisitions with its current business. The process of
integrating an acquired business, technology, service or product(s) into the
Company may result in unforeseen operating difficulties and expenditures and
may absorb significant management attention that would otherwise be available
for ongoing development of the Company's business. Moreover, there can be no
assurance that the anticipated benefits of any acquisition will be realized.
Future acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt, contingent liabilities and/or
amortization expenses related to goodwill and other intangible assets, which
could materially adversely affect the Company's business, results of
operations and financial condition. Any future acquisitions of other
businesses, technologies, services or product(s) might require the Company to
obtain additional equity or debt financing, which might not be available on
terms favorable to the Company, or at all, and such financing, if available,
might be dilutive.
(k) Risks Associated With International Operations
A component of the Company's strategy is to offer its products online to
international customers. Expansion into the international markets will
require management attention and resources. The Company has limited
experience in localizing its service, and the Company believes that many of
its competitors are also undertaking expansion into foreign markets. There
can be no assurance that the Company will be successful in expanding into
international markets. In addition to the uncertainty regarding the
Company's ability to generate revenues from foreign operations and expand
its international presence, there are certain risks inherent in doing
business on an international basis, including, among others, regulatory
requirements, legal uncertainty regarding liability, tariffs, and other
trade barriers, difficulties in staffing and managing foreign operations,
longer payment cycles, different accounting practices, problems in collecting
accounts receivable, political instability, seasonal reductions in business
activity and potentially adverse tax consequences, any of which could
adversely affect the success of the Company's international operations.
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To the extent the Company expands its international operations and has
additional portions of its international revenues denominated in foreign
currencies, the Company could become subject to increased risks relating to
foreign currency exchange rate fluctuations. There can be no assurance that
one or more of the factors discussed above will not have a material adverse
effect on the Company's future international operations and, consequently, on
the Company's business, results of operations and financial condition.
2) Distribution Methods of the Products and Services
The Company will be significantly dependent on a number of third-party
relationships to supply product(s), to increase website traffic to the
Company's website. The Company is generally dependent on other Web site
operators that provide links to Global Boulevard International, Inc.
The Company does not have any agreements with any Web site operators that
provide links to Global Boulevard International, Inc., and, if the Company
can established such links the other Web site operators may terminate such
links at any time without notice to the Company. There can be no assurance
that third parties will regard their relationship with the Company as
important to their own respective businesses and operations.
There can be no assurance that the Company will ever develop a relationships
with third parties that supply the Company with links to their Web site. In
particular, the elimination of a pre-installed bookmark on a Web browser that
directs traffic to the Company's Web site could significantly reduce traffic
on the Company's Web site, which would have a material adverse effect on the
Company's business, results of operations and financial condition.
Additionally, at this time, the Company has not entered into any agreements
with any suppliers to ship and provide products.
3) Status of Any Announced New Product or Service
Global Boulevard International, through its global transaction centers, plans
to provide a full range of capabilities that companies conducting international
trade need to strengthen the bonds that exist between themselves and their
customers around the world. Through this company International Business
Corporations (IBC's) are formed and serviced on an annual basis. The revenues
generated from this business are derived from the initial fee for forming the
company, along with an annual custodial fee. As these companies are the
vehicles through which business is conducted within the tax-neutral domicile,
they are a necessity of all the clients of the Global Transaction Centers.
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The Company plans to develop a trust management services capability that will
function in a similar manner as it does for corporate services. The formation
and administration of trusts will be the starting point for Global Boulevard
International's "Global Asset Management System" and all the various
investment, portfolio management, and estate planning services which will be
plugged-in to the on-line operating system.
The Company plans to offer their clients financial and merchant facilities in
any currency; multilingual translation services that eliminate language
barriers; database collection and management systems, as well as marketing
tools that allow customized interaction customer by customer.
The Company's strategy is analogous to what multi-national companies have
employed in order to manage and optimize their corporate operating expenses and
profits. In establishing a new Internet-based company, the Company plans to
offer services which establish domiciles in a tax-neutral location. Internet-
based companies can therefore be selective in the jurisdiction under which
their sales and profits are booked and taxed through utilization of Global
Boulevard International's global transaction center.
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GOBO plans to offer an Internet-based business owner, a global transaction
center that provides key elements in complying with the requirements that the
location of the sale actually occurs within a tax-neutral domicile.
In addition to providing the hosting portal for Internet-based businesses in a
tax-neutral domicile, Global Boulevard International plans to provide the tools
required for those businesses to maximize their effectiveness in truly serving
the global marketplace.
GOBO has identified the essential elements required by Internet-based companies
to operate within this incessantly new global marketplace and complements them
with an array of value-added components. Through facilitation of a totally
secure transaction center that provides the financial tools required for
on-line buying, selling and banking activities, the business operator can
conduct their Internet-based business from anywhere in the world, via computer,
with total effectiveness and security.
Transaction Based Revenue Model
The Company anticipates the projected revenues for the Global Transaction
Center, will come from the total merchant transactions booked through its
facilities. The gross margins and profitability of those transaction revenues
will be determined by a number of factors, including; underlying bank charges,
volume of transactions, risk of purchases, and competitive rate pricing
pressures. The Company expects to realize 0.5 to 1 percent on each transaction
processed.
In early discussions with banking officers it was determined that there was a
significantly large and unmet need to provide hosted facilities for their own
clients. Paralleling in effect the techniques and strategies which have
hitherto been available only to multinationals in their tax minimization
efforts. The tax-neutral domicile of international e-commerce offers a level
playing field to all prospective participants.
Such realization has led to a marketing strategy of not only servicing these
client companies who already are tax-neutrally domiciled, but to also to
solicit such target companies located within national markets who may wish to
use the Internet as their international sales channel. It is therefore quite
appropriate that a Brazilian, Spanish, Hong Kong or American company would want
avail themselves of such a transaction portal, as they become increasingly
aware of its manifold advantages.
In predicting the estimated revenues of our Global Transaction Centers we have
looked at a wide variety of business models that would, in time, seek to
utilize these facilities. For instance, there are currently billions of
dollars of transactions conducted by the offshore financial sector on behalf of
their clients. Most of these businesses will soon be inevitably transposing
their activities to an Internet platform as the world becomes wired up and
many, if not most, will seek a tax-neutral presence where a transaction host
will be an essential requirement for such international business activities.
The last five years has seen the emergence of Internet-based companies whose
market valuations make them worth, at least a current market levels, equal to
or greater than the traditionally leading companies in their industry. Until
the advent of the Internet, these industry leaders had been the dominant
players their particular fields and generally still exceed the new Internet
upstarts in revenues and profits. However, as companies such as Microsoft
have shown, revenues and profitability can be extraordinary as the new business
model moves into broad market penetration.
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It is very conceivable that there will be new Internet companies in the future
that decide to be primarily situated from the beginning within a tax-neutral
domicile, as the medium allows the first true departure from bricks and
mortar. These companies will most certainly be likely candidates for the
Global Transaction Centers.
Operationally, the use of the Global Transaction Center's facilities is simply
a matter of directing the purchaser's order from the website to the transaction
center's server. This means that the Internet-based business will not be
required to do anything different in designing or hosting their website, other
than providing for this one essential functional aspect.
The development of an investment and advisory component to the Global Boulevard
International e-commerce platform is a natural complement to addressing the
needs and requirements of its marketplace. For a new business owner who wants
to manage their capital reserves or an already existing IBC that needs more
efficient execution of their trading activities, the use of state-of-the-art
Internet tools is essential.
Global Management Services will provide access to advisors who are extremely
qualified in the strategic business and legal aspects that must be considered
in structuring a person's and businesses' international planning and corporate
formation. As each business situation has its own unique considerations, there
are clear advantages to be able to offer clients such advisory facilities on a
"in-house" basis.
In determining the potential value of this advisory business to the overall
revenues of Global Boulevard International it is probable that the total volume
of revenues maybe small compared to other areas of the business. However, the
intrinsic value will be substantial to insuring the highest quality service to
clients.
An important component of the new Internet model of marketing is database
collection, management and customer profiling. The Company plans to offer
marketing services with an in-depth understanding of shoppers and buyers. The
Internet provides an unparalleled way to capture customer data as they interact
with through a website. This requires the proper "back-end" systems to be in
place. Through Worldwide Marketing, the Company's clients will have access to
leading edge solutions to both capturing this information and then utilizing it
to develop cost-effective marketing and customer service programs.
Global Strategic Partnerships
An important development of the new Internet economy is the rise of the
interconnected enterprise. An e-commerce facility or portal such as Global
Boulevard International plans to provide the fundamental operating environment
for the global e-commerce company, value-added resources that contribute to the
overall success of that enterprise are critically important.
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Internet marketing program development involves implementing link exchanges,
affiliate and strategic relationships, as well as many other techniques for
generating greater traffic to a website. The use of these and many other
Internet-based tools contribute to the quality and value of the business
experience of the customer who is on-line with you.
In a global marketplace, limitations of time and space only exist for those who
do not provide for customers who may not speak the same language, use the same
currency, or share the same cultural context. These are the challenges and
opportunities that the Internet-based business must address in successfully
meeting the requirements of their potential and actual customers.
Global Boulevard International is based upon a realizable vision of what an
interconnected world will be like in the future. Rather than thinking only
within the "box" of our own business and limiting ourselves to the particular
set of capabilities we may have in-house, ours will be an open system where we
take the best available and find ways to integrate them into the resources
offered to their clients.
Interconnectedness is the model and realization of the new global reality.
Global Boulevard International is built upon this vision and it guides the
integrated systems design underlying the many diverse components it has brought
together. Strategic partnerships are an integral part of the Global Boulevard
International business model and represents the spirit that inspires its
organization.
4) Industry Background
Global commerce and the online exchange of information is new and evolving,
it is difficult to predict with any assurance whether the Web will prove to
be a viable commercial marketplace in the long term. The Web has
experienced, and is expected to continue to experience, significant growth in
the numbers of users and amount of traffic. To the extent that the Web
continues to experience increased numbers of users, frequency of use or
increased bandwidth requirements of users, there can be no assurance that the
Web infrastructure will continue to be able to support the demands placed on
it by this continued growth or that the performance or reliability of the Web
will not be adversely affected.
Industry estimates that spending on Internet advertising in the United States
will grow from $940 million in 1997 to $7.7 billion in 2002. The Internet has
become a compelling advertising vehicle that provides advertisers with
targeting tools not available from traditional advertising media. The
interactive nature of the Internet and the development of "click-through"
advertising banners and other feedback tools enable advertisers to measure
impression levels, establish a dialogue with users and receive "real-time"
direct feedback from their target markets.
Such feedback provides advertisers with an effective means to measure the
attractiveness of their offerings among targeted audiences and make
modifications to their advertising campaigns on short notice. Community sites
are generally able to provide advertisers significantly more information
regarding consumers than other Web sites because they collect detailed
demographic data and facilitate the development of user-created affinity
groups. The ability to target advertisements to broad audiences, specific
regional populations, affinity groups or individuals makes community Web site
advertising a highly versatile and effective tool for delivering customized
and cost-effective messages. One indicator of the Internet's popularity as
an advertising medium is the growing number and diversity of Internet
advertisers.
Most early Internet advertisers were technology and Internet-related
companies. Today, a growing number of Internet advertisers consist of
traditional, consumer product and service companies. The diverse audience of
users accessing community sites has made such sites especially attractive to
consumer product and service companies advertising on the Internet. The
Company believes that this trend should continue, and that a wide variety of
companies outside the technology and Internet industries, such as financial
services, consumer goods, automotive and pharmaceutical companies, are or
will be increasingly using the Internet, and community sites in particular,
to advertise.
Furthermore, the Web has experienced a variety of outages and other delays
as a result of damage to portions of its infrastructure, and could face such
outages and delays in the future, including outages and delays resulting from
the inability of certain computers or software to distinguish dates in the
21st century from dates in the 20th century. These outages and delays could
adversely affect the level of Web usage and also the level of traffic for
Global Boulevard International, Inc. In addition, the Web could lose its
viability due to delays in the development or adoption of new development or
adoption of new standards and protocols to handle increased levels of activity
or due to increased
governmental regulation.
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The Internet allows marketers to collect meaningful demographic information
and feedback from consumers, and to rapidly respond to this information with
new messages. This offers a significant new opportunity for businesses to
increase the effectiveness of their direct marketing campaigns. In
traditional media, a significant portion of all advertising budgets are spent
on direct marketing because of its effectiveness. However, the effectiveness
of direct marketing campaigns is dependent upon the quality of consumer data
used to develop and place complementary products, services or facilities
are developed and the Web becomes a viable commercial marketplace in the long
term, the Company might be required to incur substantial expenditures in
order to adapt its products to changing Web technologies, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.
(a) E-Commerce and Direct Marketing.
The Internet has become a significant marketplace for buying and selling
goods and services. Industry estimates that the amount of goods or services
purchased in online consumer transactions will grow from approximately $2.6
billion in 1997 to approximately $37.5 billion in 2002. Improvements in
security, interface design and transaction-processing technologies have
facilitated an increase in online consumer transactions. Early adopters of
such improvements include online merchants offering broad product catalogs
(such as books, music CDs and toys), those seeking distribution efficiencies
(such as PCs, flowers and groceries) and those offering products and services
with negotiable pricing (such as automobiles and mortgages). The Company
believes that as the volume of online transactions increases, traditional
retailers will offer a wide variety of products and services online. The
Company believes that online companies provide businesses an opportunity
to link Internet customers with like interests. The Internet allows marketers
to collect meaningful demographic information.
The Company's business strategy relies on advertising by and agreements with
other Internet companies. Any significant deterioration in general economic
conditions that adversely affected these companies could also have a material
adverse effect on the Company's business, results of operations and financial
condition.
5) Raw Materials and Suppliers
The Company is a Internet e-Commerce business, and thus does not use
any raw materials or have any principal suppliers of raw materials.
6) Customers
The Company believes that establishing and maintaining brand identity for
its services is a critical aspect of its efforts to attract new customers,
Internet and commerce relationships. In order to attract new customers,
and commerce vendors, and in response to competitive pressures, the Company
intends to make a commitment to the creation and maintenance of
brand loyalty among these groups. The Company plans to accomplish this,
although not exclusively, through advertising its Web site through the
various search engines, through other Web sites, marketing its site to
businesses/customers through e-mail, online media, and other marketing and
promotional efforts.
There can be no assurance that brand promotion activities will yield
increased revenues or that any such revenues would offset the expenses
incurred by the Company in building its brands. Further, there can be no
assurance that any new users attracted to Global Boulevard International, Inc.
will conduct transactions over Global Boulevard International, Inc. on a
regular basis. If the Company fails to promote and maintain its brand or
incurs substantial expenses in an attempt to promote and maintain its brand or
if the Company's existing or future strategic relationships fail to promote the
Company's brand or increase brand awareness, the Company's business, results of
operations and financial condition would be materially adversely affected.
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7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company regards substantial elements of its future Web site and
underlying infrastructure and technology as proprietary and attempts to
protect them by relying on trademark, service mark, copyright and trade
secret laws and restrictions on disclosure and transferring title and other
methods. The Company plans to enter into confidentiality agreements with its
future employees, future suppliers and future consultants and in connection
with its license agreements with third parties and generally seeks to control
access to and distribution of its technology, documentation and other
proprietary information. Despite these precautions, it may be possible for a
third party to copy or otherwise obtain and use the Company's proprietary
information without authorization or to develop similar technology
independently.
Legal standards relating to the validity, enforceability and scope of
protection of certain proprietary rights in Internet-related businesses are
uncertain and still evolving, and no assurance can be given as to the future
viability or value of any of the Company's proprietary rights. There can be
no assurance that the steps taken by the Company will prevent misappropriation
or infringement of its proprietary information, which could have a material
adverse effect on the Company's business, results of operations and financial
condition. Litigation may be necessary in the future to enforce the Company's
intellectual property rights, to protect the Company's trade secrets or to
determine the validity and scope of the proprietary rights of others. Such
litigation might result in substantial costs and diversion of resources and
management attention. Furthermore, there can be no assurance that the
Company's business activities will not infringe upon the proprietary rights
of others, or that other parties will not assert infringement claims against
the Company, including claims that by directly or indirectly providing
hyperlink text links to Web sites operated by third parties. Moreover, from
time to time, the Company may be subject to claims of alleged infringement by
the Company or service marks and other intellectual property rights of third
parties. Such claims and any resultant litigation, should it occur, might
subject the Company to significant liability for damages, might result in
invalidation of the Company's proprietary rights and, even if not meritorious,
could result in substantial costs and diversion of resources and management
attention and could have a material adverse effect on the Company's business,
results of operations and financial condition.
8) Regulation
The law relating to the liability of online companies is currently unsettled.
It is possible that claims could be made against online e-Commerce companies
under both United States and foreign law for defamation, libel, invasion of
privacy, negligence, copyright or trademark infringement, or other theories
based on the nature and content of the materials disseminated through their
Web site. Several private lawsuits seeking to impose such liability upon
other online companies are currently pending.
9) Effect of Existing or Probable Government Regulations
Government legislation has been proposed that imposes liability for or
prohibits the transmission over the Internet of certain types of information.
The imposition upon the Company and other online providers of potential
liability for information carried on or disseminated through their services
could require the Company to implement measures to reduce its exposure to such
liability, which may require the Company to expend substantial resources
and/or to discontinue certain service offerings. In addition, the increased
attention focused upon liability issues as a result of these lawsuits and
legislative proposals could impact the growth of Internet use.
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The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and
financial condition. Several States have also proposed legislation that would
limit the uses of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade Commission has also
recently settled a proceeding with one online service regarding the manner in
which personal information is collected from users and provided to third
parties. Changes to existing laws or the passage of new legislation,
could create uncertainty in the marketplace that could reduce demand for the
services of the Company or increase the cost of doing business as a result of
litigation costs or increased service delivery costs, or could in some other
manner have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, because the Company's
services are accessible worldwide, and the Company may facilitate sales of
goods to users worldwide, other jurisdictions may claim that the Company
is required to qualify to do business as foreign corporation in particular
state or foreign country.
Due to the increasing popularity and use of the Internet and other online
services, it is possible that a number of laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
user privacy, freedom of expression, pricing, content and quality of products
and services, taxation, advertising, intellectual property rights and
information security. Although sections of the Communications Decency Act of
1996 (the "CDA") that, among other things, proposed to impose criminal
penalties on anyone distributing "indecent" material to minors over the
Internet, were held to be unconstitutional by the U.S. Supreme Court, there
can be no assurance that similar laws will not be proposed and adopted.
Certain members of Congress have recently discussed proposing legislation
that would regulate the distribution of "indecent" material over the Internet
in a manner that they believe would withstand challenge on constitution law.
Any new legislation or regulation, or the application of laws or regulations
from jurisdictions whose laws do not currently apply to the Company's
business, for third-party activities and jurisdiction. The adoption of new
laws or the application of existing laws may decrease the growth in the use
of the Internet, which could in turn decrease the demand for the Company's
services, increase the Company's cost of doing business or otherwise have a
material adverse effect on the Company's business, results of operations and
financial condition.
The Company does not believe that such regulations, which were adopted prior
to the advent of the Internet, govern the operations of the Company's
business nor have any claims been filed by any state implying that the
Company is subject to such legislation. There can be no assurance, however,
that State government will not attempt to impose these regulations upon the
Company in the future or that such imposition will not have a material
adverse effect on the Company's business, results of operations and
financial condition.
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10) Research and Development Activities
The Company, among other things, plans to develop and market its Web site,
enhance its services, implement and execute its business and marketing strategy
successfully, continue to develop and upgrade its technology and information-
processing systems, meet the needs of a changing market, provide superior
customer service, respond to competitive developments and attract, integrate,
retain and motivate qualified personnel provided the company can generate
sales and profit.
The Company also needs to develop and identify services that achieve
market acceptance by its users and e-Commerce customers. There can be no
assurance that any Internet company, including GOBO, will achieve market
acceptance. Accordingly, no assurance can be given that the Company's
business model will be successful or that it can sustain revenue growth or
be profitable. The market for Internet products is new, rapidly developing
and characterized by an increasing number of market entrants. As is typical
of any new and rapidly evolving market, demand and market acceptance for
recently introduced products are subject to a high level of uncertainty and
risk. Moreover, because this market is new and rapidly evolving, it is
difficult to predict its future growth rate, if any, and its ultimate size.
If the market fails to develop, develops more slowly than expected or becomes
saturated with competitors, or if the Company's products do not achieve or
sustain market acceptance, the Company's business, results of operation may
be materially and adversely affected.
There can be no assurances the Company will be successful in accomplishing
all of these things, and the failure to do so could have a material adverse
effect on the company's business, results of operations and financial
condition.
11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws
which would effect is operations.
12) Employees
The Company currently has three (3) employees: one President, a Chief
Financial Officer and a Director of Marketing, all three individual
serve on the Board of Directors. The Company has no intention at this time to
add employees.
(i) The Company's performance is substantially dependent on the performance of
its Chairman of the Board and Chief Executive Officer, Parker David Dale. In
particular, the Company's success depends on his ability to develop, design and
market the company's Web site and services through the various Internet search
engines.
(ii) The Company does not carry key person life insurance on any of its
personnel. The loss of the services of any of its executive officers or other
key employees could have a material adverse effect on the business, results of
operations and financial condition of the Company. The Company's future
success also depends on its ability to retain and attract highly qualified
technical and managerial personnel.
(iii) There can be no assurance that the Company will be able to retain its
key managerial and technical personnel or that it will be able to attract and
retain additional highly qualified technical and managerial personnel in the
future. The inability to attract and retain the technical and managerial
personnel necessary to support the growth of the Company's business, due to,
among other things, a large increase in the wages demanded by such personnel,
could have a material adverse effect upon the Company's business, results of
operations and financial condition.
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13) Year 2000 Implications
The Year 2000 issue is the potential for system and processing failures of
date-related data and the result of computer-controlled systems using two
digits rather than four to define the applicable year. For example,
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transaction
The Company may be affected by Year 2000 issues related to non-compliant
information technology ("IT") systems or non-IT systems operated by the
Company or by third parties.
Company has not completed any assessment of internal and external (third-party)
IT systems and non-IT systems. At this point, the Company is not currently
aware of any Year 2000 problems relating to systems operated by the Company
or by third parties that would have a material effect on the Company's
business, results of operations or financial condition, without taking into
account the Company's efforts to avoid such problems. Based on its assessment
to date, the Company does not anticipate that costs associated with
remediating the Company's non-compliant IT systems or non-IT systems will be
material, although there can be no assurance to such effect.
Such a failure could prevent the Company from operating its business, prevent
users from accessing the Company's Web site, or change the behavior of
advertising customers or persons accessing the Company's Web site.
The Company believes that the primary business risks, in the event of such
failure, would include, but not be limited to, lost of potential revenues,
increased operating costs, loss of customers or persons accessing the
Company's Web site, or other business interruptions of a material nature, as
well as claims of mismanagement, misrepresentation, or breach of contract,
any of which could have a material adverse effect on the Company's business,
results of operations and financial condition.
14) The Industry & Potential Effect on the Company's Plan of Operations
The rapid adoption of the Internet as a means to gather information,
communicate, interact and be entertained, combined with the vast
proliferation of Web sites, has made the Internet an important new mass
medium. Industry estimates that the number of Web users exceeded 68 million in
1997, and will grow to over 319 million by 2002. The Internet enables
advertisers to target advertising campaigns utilizing sophisticated databases
of information on the users of various sites. As a result, the Internet has
become a compelling means to advertise and market products and services. With
the volume of sites and vast abundance of information available on the
Internet, users are increasingly seeking an online home where they can
interact with others with similar interests and quickly find information,
products and services related to a particular interest or need.
These community sites offer a single location where users can build their
personal Web sites and place them among the sites of others having similar
interests. In addition, community sites generally offer services including
access to e-mail accounts, chat rooms, news, and entertainment services,
among other features. By satisfying the needs of its users, communities seek
to establish a close relationship with their audience. As a result, the
Company believes that users tend to be loyal to and spend more time online at
community sites. The Company hopes to advertise their products at these
community sites.
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The market for Internet products and services is characterized by rapid
technological developments, evolving industry standards and customer demands,
and frequent new product introductions and enhancements. These market
characteristics are exacerbated by the emerging nature of the market and the
fact that many companies are expected to introduce new Internet products and
services in the near future. The Company's future success will depend in
part on its ability to continually improve the performance, features and
reliability of the site in response to both evolving demands of the
marketplace and competitive product and service offerings; and, there can be
no assurance that the Company will be successful in doing so. Accordingly,
the Company's future success will depend on its ability to adapt to rapidly
changing technologies, to adapt to evolving industry standards and to
continually improve the performance, features and reliability of its service
in response to competitive service and product offerings and evolving demands
of the marketplace. The failure of the Company to adapt to such changes would
have a material adverse effect on the Company's business, results of
operations and financial condition. In addition, the widespread adoption of
new Internet, networking or telecommunications technologies or other
technological changes could require substantial expenditures by the Company
to modify or adapt its services or infrastructure, which could have a
material adverse effect on the Company's business, results of operations and
financial condition.
15) Present Licensing Status
None -- Not Applicable.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
All statements, trend analysis and other information contained in this
Registration relative to markets for the Company's products and trends in
revenues, gross margin and anticipated expense levels, as well as other
statements including words such as "believe," "anticipate," "expect,"
"estimate," "plan" and "intend" and other similar expressions, constitute
forward-looking statements. Those forward-looking statements are subject to
business and economic risks, and the Company's actual results of operations
may differ from those contained in the forward-looking statements.
The following discussion of the financial condition and results of operations
of the Company should also be read in conjunction with the Financial
Statements and Notes related thereto included elsewhere in this Registration.
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Item 2
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
1) From April 16, 1998 (date of inception) through August 31, 1999, the
Company incurred a net loss of $145,586.00. It has yet to receive any
revenues from operations.
An original stock offering was made in reliance upon an exemption from the
registration provisions of Section 5 of the Securities Act of 1993, as
amended, pursuant to Regulation D, Rule 504, of the Act. On March 16,
1999, founding shareholder purchased 1,000,000 shares of the Company's
authorized but unissued treasury stock for cash and assets. Additionally, on
April 5, 1999, the Company completed an offering of five hundred thousand
shares (500,000) at $0.10 (ten cents) of the Common Stock of the Company
to approximately 40 unaffiliated shareholders. The Company raised fifty
thousand ($50,000) dollars through this offering. This offering was made
in reliance upon an exemption from registration provisions 4(2) of the
Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504
of the Act. As of April 5, 1999, the Company has one million five hundred
thousand (1,500,000) shares of its $0.001 par value common voting stock
issued and outstanding which are held by approximately forty-one (41)
shareholders of record, including the company's founder. Management fully
anticipates that the proceeds from the sale of all of the Common Shares sold
in the offering delineated above will be sufficient to provide the Company's
capital needs for the next twelve (12) months. If the Company cannot
generate sufficient revenues or raise money in the next 12 months, it is most
likely the company will not be able to stay in business.
Global Boulevard International, Inc. is a developmental stage company. It does
not anticipate any revenues until it can build a customer base for its
services.
The Company currently does not have enough available funds to meet
its anticipated needs for working capital, capital expenditures and business
expansion. The Company plans to conduct a 505 Private Placement Offering
to raise funds to meet its anticipated needs. The Company will continue to
experience negative operating cash flow for the foreseeable future as a result
of significant spending on infrastructure.
The Company will need to raise additional funds in order to fund expansion,
develop new or enhanced services or products, respond to competitive
pressures or acquire complementary products, businesses or technologies, any
additional funds raised through the issuance of equity or convertible debt
securities, the percentage ownership of the stockholders of the Company will
be reduced, stockholders may experience additional dilution and such
securities may have rights, preferences or privileges senior to those of the
Company's Common Stock. The Company does not currently have any contractual
restrictions on its ability to incur debt and, accordingly, the Company could
incur significant amounts of indebtedness to finance its operations. Any
such indebtedness could contain covenants which would restrict the Company's
operations. There can be no assurance that additional financing will be
available on terms favorable to the Company, or at all. If adequate funds
are not available or are not available on acceptable terms, the Company may
not be able to continue in business, or to a lessor extent not be able to
take advantage of acquisition opportunities, develop or enhance services
or products or respond to competitive pressures.
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2) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of its
securities to the public.
3) Management believes that the Company's future growth and success will
depend on its ability to find products and suppliers who will permit such
products to be sold over the Internet, and to find customers for these
products. The Company expects to continually evaluate its potential products
to determine what additional products or enhancements are required by the
Internet marketplace. The Company does not plan to develop products
internally, but find suppliers who would be willing to sell, market or
license their products through the Company. This can help avoid the time and
expense involved in developing actual products.
The Company has yet to incur any research and development costs April 16, 1998
(date of inception) through August 31, 1999. The only research and development
the Company plans to incur in finding suitable services which offer the Company
potential for revenues and profits, as the Company markets these services
through their Web
site.
4) The Company currently does not expect to purchase or sell any of its
equipment, since it owns no equipment. The computer equipment to be utilized
is equipment owned by the Officers of the Company.
B. Segment Data
As of August 31, 1999, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
Item 3. Description of Property
A. Description of Property
The address of the principal office is: 403 East 58th Street, 4th Floor,
New York, New York 10022. One of the Officers of the Company is providing
office space and computer use at no cost to the Company.
Management believes that this is currently suitable for the Company's needs
for the next twenty-four (24) months.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this
Registration Statement certain information with respect to the beneficial
ownership of the Common Stock of the Company concerning stock ownership by
(i) each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person known by the
Company to own beneficially more than five percent (5%) of the Common Stock.
Unless otherwise indicated, the owners have sole voting and investment power
with respect to their respective shares.
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<TABLE>
<CAPTION>
Title Name & Address Amount of Percent
of of Beneficial shares of
Class Owner of Shares Position held by Owner Class
- ------ --------------- -------- ------------- -------
<S> <C> <C> <C> <C>
Common Parker David Dale Chairman/
CEO 4,500,000 (1) 42.1%
None Yvette Harrison CFO None 0.0%
None Louise Anna Quinn Mktg Dir. None 0.0%
- ---------------------------------------------------------------------
All Executive Officers and
Directors as a Group (3 persons) 4,500,000 42.1%
</TABLE>
(1) Parker David Dale, has a family trust i.e., The Temple Trust, Box 731,
Daly Building, Prince William Street, Charlestown, Nevis, W.I., which
beneficially holds 4,500,000 shares of common stock.
B. Persons Sharing Ownership of Control of Shares
The Temple Trust (address above) owns 42.1 percent of the common stock, no one
else owns or shares the power to vote ten percent (10%) or more of the
Company's securities.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of Issuer
Under the definition of parent, as including any person or business entity
who controls substantially all (more than 80%) of the issuers of common
stock, the Company has no parents.
27
<PAGE>
Item 5. Directors, Executives, Officers and Significant Employees
The names, ages and positions of the Company's directors and executive
officers are as follows:
<TABLE>
<CAPTION>
Name Age Position
- -------- ------ ----------
<S> <C> <C>
Parker David Dale 45 Chariman of the Board/CEO
Louise Anna Quinn 44 President/and COO
Yvette Harrison 34 Chief Financial Officer and
Director
</TABLE>
B. Work Experience
Parker David Dale -- Chairman of the Board, Chief Executive Officer.
Parker David Dale has over twenty years experience in the development of
innovative high-technology companies. In 1978, he founded the family-
based investment-banking firm of Daleco Securities in Newport Beach,
California. The firm specialized in funding the commercial development of
breakthrough technologies, primarily in conjunction with major research
institutions in the United States. These included: Interactive Visual
Systems (Georgia Institute of Technology), Intelligent Gas Sensors
(Carnegie-Mellon Research Institute) and Biochemistry (Stanford Research
Institute). At Daleco, he functioned as Executive Vice President, Director
of Investments, and was responsible for the selection and structuring of
the investment portfolio.
In 1986, Parker established a new company, The Holyoke Group, to
facilitate several of the portfolio technology companies he had founded
to access the public equity markets. In 1989, he expanded The Holyoke
Group's activities by forming a partnership with a large Hong Kong
investment group, The Sing Tao Group, to focus on international joint
ventures. In 1991, he moved to London, England and began activities
relating to the non-profit field and research.
Returning to Southern California in 1994, Parker started an advanced
environmental technologies company, Ecologica, which specializes in
applying new solutions to the problems of treating water and wastewater
throughout the world. In 1996, he co-founded a venture capital fund to
pursue business opportunities relating to the Internet.
In 1998, he moved to New York City and began work on the establishment
the financial services/e-commerce entities now grouped under the Global
Boulevard International umbrella.
Parker has three teenage children and resides full time in New York
City. He graduated from the University of California at Irvine.
Louise Anna Quinn -- President and Chief Operating Officer
1999-present - Global Boulevard International Inc., Chief Operating
Officer.
1996-1998- Seagate Software, Vancouver, BC, Manager eBusiness Group
Contributed to the research and development of the websites information
architecture, concept and site design, production of graphic elements,
programming, site testing and deployment.
Accomplishments include launching version 1 and version 1.5
of the main website, version 1 of the Seagate Software Online Store and
version 1 of localized sites for UK, Germany and Japan.
25
<PAGE>
1993- 1997 REALM Communications, Vancouver, BC, Integrated Media
Manager, Internet and multimedia-based investor relations, marketing/
corporate communications and adult learning. Clients include: CP Forest
Products, Stone Consolidated, Sprint Canada, BCE mobile, BCE Inc. Vancouver
City Savings Credit Union, Nortel, Chevron Canada
Account Executive and Project Manager for the following selection of
multimedia projects:
BC Tel Advanced Communications, http://www.bctel.net/biz/bcshock1.html,
produced the Shockwave module for the Internet site as well as the
multimedia presentation for the January 1996 launch of the New Internet
Services for Business.
NORTEL - NSM, the network services management division of NORTEL
(NorthernTelecom), required a series of multimedia tools that would
simulate their hi-end Unix network management software, as well as help
position their products, and showcase the solutions.
Sprint Canada, http://www.sprintcanada.ca, produced a bilingual site
French and English
Forest Alliance of BC, http://www.realm.ca/forest
Canadian Pulp & Paper Association, produced a bilingual site French and
English
Endeavor, Internet Auction http://biz.bctel.net/endeavour. Conceived,
developed, and maintained a fully automated, interactive program for
fund raising on the Internet's World Wide Web. BCTEL and BCTEL Advanced
Communications sponsor this site.
1991-1993 Greater Vancouver Regional District, Burnaby, BC
Information Systems department, Communication & Education Consultant.
Reviewed and revised all education and training programs based on both
external market and internal developments. Projects included:
o Project leader for the implementation and training of Email.
o Started User Group meetings and Early Bird training for senior
management
o Planned and executed interactive budget planning workgroup sessions
with the GVRD staff and Mayors
o Planned and managed an Open House to showcase to employees and the
public, GVRD's Information Systems for Waste Water Treatment, Air
Quality Control, Hospital and Parks Planning.
1986-1990 Molson Breweries of Canada and The Molson Companies Limited,
Head Office, Toronto Ontario, Supervisor, End-User Computing
Responsible for buying on a cost-justified basis computer hardware and
Software for approximately 600 users. Researched and developed an
education, training and end-user support program for Molson Breweries
employees in Canada and the US.
LANGUAGES
Fluent in French and English
Education
1985-1987 Business Diploma, Ryerson Polytechnical Institute,
Toronto
1983-1985 Computerized Business Systems Certificate
Ryerson Polytechnical Institute, Toronto
1960--1979 McGill Contemporary Dance Theater, McGill, Montreal,
Quebec:
Ballet, Jazz, Modern Dance, Choreography
Martha Graham School of Dance, Montreal, and Quebec:
Modern
Dance Les Ballets Jazz de Montreal, Montreal, Quebec:
Jazz
Ballet
26
<PAGE>
Yvette Harrison -- Chief Financial Officer
1999 - Present, Global Boulevard International Inc., Chief Financial
Officer.
1998 - Present, Finance Officer, reporting to Vice President, Ecotrust
Canada, Vancouver, B.C., Canada. Ecotrust Canada is a private, nonprofit
Organization promoting conservation-based development as the means to a
conservation economy in the coastal temperate rain forest of British Columbia.
1997 - Present, Director and Chief Financial Officer Romba Investment
Groups, Inc., Tortola, British Virgin Islands. Romba Investment Group, Inc.
is providing financial and management services to its subsidiary, Romba
Drywall, s.r.o. incorporated in Czech Republic. Romba Drywal s.r.o. is
Manufacturing company producing Ready-Mix products. Romba Drywall s.r.o. is
now in its second year of production.
1993-1998, Controller, reporting to CEO, Cranefield International, Inc.,
West Vancouver, Canada. Cranefield International, Inc. (listed on VSE) was
a timber based forest products company specializing in timberland management,
international marketing and the manufacturer of wood products. The company
was re-structured in early 1998.
1992 - 1994, Controller, Western Timbermen, Ltd., West Vancouver, B.C.
1991 - 1992, Assistant Controller, Qualidux Internation, A Diovision of
Golden Tree Enterprises, Inc., North Vancouver, B.C.
1987 - 1991, Accountant, L& J Chobot, Inc. (Public Practice), North
Vancouver, B.C.
1986 - 1987, Accounting clerk, Gescan Co. Vancouver, B.C.
1983 - 1985, Programmer, University of Agriculture, Brno, Czech
Republic.
Education:
1979-1983 -- Four year School of Commerce, Brno, Czech Republic.
1986 - Burnaby Career Centre, Ltd., Computer and secretarial training,
Vancouver, B.C.
1991 - British Columbia Institute of Technology, Financial Management
Professional Accounting Option, Vancouver, B.C.
1999 - Canadian Securities Course
1999 - Simon Fraser University, Financial Planning
1999 - Certified General Accountant Association of B.C. (CGA) (5th
level)
Item 6. Remuneration of Directors and Executive Officers
(1) Compensation of Executive Officers
No Officer of the Company was compensated for the period from April 16,
1998 to April 12, 1999 for any service provided as an Officer. Compensation
is based solely on bringing business to the Company.
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company
was compensated for the period from April 16, 1998 to August 31, 1999 for
any service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future as the Company's only directors
are its current executive officers.
27
<PAGE>
Item 7. Certain Relationships and Related Transactions
There have been no transactions since the beginning of fiscal year 1998,
or any currently proposed transactions, or series of similar transactions, to
which the Company was or is to be a party, in which the amount involved
exceeds $60,000, and in which any of the officers, or directors, or holders of
over 5% of the Company's stock have or will have any direct or indirect
material interest. The Company does not currently have any policy toward
entering into any future transactions with related parties.
28
<PAGE>
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS OF THE REGISTRANT'S COMMON EQUITY AND
OTHER STOCKHOLDER MATTERS
A. Market Information
(1) The Company's common stock is listed and trading on the NASDAQ Over The
Counter Bulletin Board under trading symbol GOBO.
CERTAIN MARKET INFORMATION
The Company's Common Stock is traded on the OTC Bulletin Board under
the symbol "GOBO" and commenced its trading under that symbol on
December 15, 1998, under the original trading symbol "RGAG".
The following table sets forth the high and low bid quotations for the
Common Stock for the periods indicated. These quotations reflect prices
between dealers, do not include retail mark-ups, mark-downs, and commissions
and may not necessarily represent actual transactions. These bid quotations
have not been adjusted retroactively by any stock split.
<TABLE>
<CAPTION>
Common Stock
PERIOD HIGH LOW
- ------ ---- ---
<S> <C> <C>
Calendar Year 1998
- ------------------
Fourth Quarter ended 12/31/99 $0.00 $0.00
Calendar Year 1999
- ------------------
First Quarter ended 3/31/99 $0.75 $0.05
Second Quarter ended 6/30/99 $0.50 $0.05
July 1 - August 31, 1999 $0.50 $0.05
</TABLE>
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
Common Stock.
(ii) There is currently no common Stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933, as amended, or that the
registrant has agreed to register for sale by the security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Holders
As of August 31, 1999, the Company has approximately forty-seven (47)
stockholders of record. Penny Stock Regulation Broker-dealer practices in
connection with transactions in "Penny Stocks" are regulated by certain penny
stock rules adopted by the Securities and Exchange Commission. Penny stocks
generally are equity securities with a price of less than $5.00 (other than
securities registered on certain national securities exchanges or quoted on
the NASDAQ system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information
about penny stocks and the risk associated with the penny stock market. The
broker-dealer must also provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction
in a penny stock, the broker-dealer must make a written determination that
32
<PAGE>
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
the secondary market for a stock that becomes subject to the penny stock
rules. When the Registration Statement becomes effective and the Company's
securities become registered, the stock will likely have a trading price of
less than $5.00 per share and will not be traded on any exchanges.
Therefore, the Company's stock will become subject to the penny stock rules
and investors may find it more difficult to sell their securities, should
they desire to do so.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not
anticipate paying dividends in the immediate foreseeable future. The Board
of Directors of the Company will review its dividend policy from time to time
to determine the desirability and feasibility of paying dividends after
giving consideration to the Company's earnings, financial condition, capital
requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports
containing audited financial statements and such other periodic reports as
the Company may determine to be appropriate or as may be required by law.
Upon the effectiveness of this Registration Statement, the Company will be
required to comply with periodic reporting, proxy solicitation and certain
other requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company is
Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las
Vegas, Nevada 89120 (702) 361-3033.
Item 2. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it
have knowledge of any threatened litigation.
Item 3. Recent sale of Unregistered Securities
The Amended Articles of the Company authorized the issuance of one hundred
million (100,000,000) shares of Common stock at par value of $0.001 per share
and no shares of Preferred stock.
The Registrant was incorporated on April 16, 1998, in the state of Nevada
under the name Registered Agents of Southern Nevada, Inc. On March 25, 1999 the
Company changed its name to Global Boulevard International, Inc. In connection
with its formation, a total of 1,000,000 shares of its common stock were
purchased by its founder of the Company, on March 16, 1999. Between March 20
and April 4, 1999, the Company sold Five Hundred Thousand (500,000) shares of
its common stock in connection with a public offering at a price of $0.10 per
share.
On September 30, 1998, the Company completed a public offering of shares of
common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 199,000 shares of the
Common Stock of the Company to approximately fifty-three (53) unaffiliated
shareholders of record. The Company filed an original Form D with the
Securities and Exchange Commission on or about October 1, 1998.
33
<PAGE>
On April 18, 1998, founding shareholder purchased 700,000 shares of the
company's authorized but unissued treasury stock for cash. Additionally,
the Company sold Nine Thousand Nine Hundred Fifty Dollars ($9,950) or One
Hundred Ninety-nine Thousand (199,000) shares of the Common Stock of the
Company during the Offering to approximately fifty-three (53) shareholders.
The offering was closed September 30, 1998. On January 13, 1999, the Company
issued Nine Million Eight Hundred Thousand (9,800,000) restricted shares for
One Hundred Forty-two Thousand Dollars ($142,000). On January 13, 1999, the
Company purchased Seven Hundred Thousand (700,000) shares of treasury stock.
As of August 31, 1999, the Company has ten million six hundred ninety-nine
thousand (10,699,000) shares of its $0.001 par value common voting stock issued
and outstanding which are held by approximately forty-seven (47) shareholders,
including the founding shareholder, of record.
Item 4. Description of Securities
A. Common Stock
The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001
par value, of which, as of 10,699,000 shares are issued and outstanding and,
9,700,000 are restricted and held of record by approximately forty-seven (47)
stockholders as of August 31, 1999, per information as supplied by the
Company's Transfer Agent, Pacific Stock Transfer. The Company can not
indicate the number of shareholders which exist outside of those who have
requested physical delivery of shares or are trading the stock on a daily
basis, with any degree of accuracy. Holders of shares of Common Stock are
entitled to one vote per share on all matters to be voted upon by the
stockholders generally. The approval of proposals submitted to stockholders
at a meeting other than for the election of directors requires the favorable
vote of a majority of the shares voting, except in the case of certain
fundamental matters (such as certain amendments to the Certificate of
Incorporation, and certain mergers and reorganizations), in which cases Nevada
law and the Company's By-Laws require the favorable vote of at least a
majority of all outstanding shares. Stockholders are entitled to receive such
dividends as may be declared from time to time y the Board of Directors out
of funds legally available therefor, and in the event of liquidation,
dissolution or winding up of the Company to share ratably in all assets
remaining after payment of liabilities. The holders of shares of Common
Stock have no preemptive, conversion, subscription or cumulative voting
rights.
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at
such times and in such amounts as the board of directors of the Company may
from time to time determine.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote
of stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the
shares voting for the election of the directors can elect all the directors.
The board of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available
for distribution to such holders.
34
<PAGE>
iv. Preemptive Rights - Holders of common stock are not entitled to
preemptive rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common
stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on
stockholders under state statues. Certain Nevada regulations, however,
require regulation of beneficial owners of more than 5% of the voting
securities. Stockholders that fall into this category, therefore, may be
subject to fines in circumstances where non-compliance with these regulations
are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
The Articles of Incorporation for the Company do contain provisions for
indemnification of the officers and directors; in addition, Section 78.751
of the Nevada General Corporation Laws provides as follows: 78.751
Indemnification of officers, directors, employees and agents; advance of
expenses.
1) A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorney's fees, judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
35
<PAGE>
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in subsections 1 and 2, or in defense of any claim,
issue or matter therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably incurred by him
in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court or
advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting o directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot to obtained, by independent legal counsel in a written opinion; or
5. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any rights to
36
<PAGE>
advancement of expenses to which corporate personnel other than the directors
or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by
a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
37
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Global Boulevard International, Inc.
b) Interim Financial Statements are not provided at this time as they are
not applicable at this time.
c) Financial Statements of Businesses Acquired or to be Acquired are not
provided at this time as they are not applicable at this time.
d) Pro-forma Financial Information is not provided at this time as it is not
applicable at this time.
Item 2. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure
None--Not Applicable
38
<PAGE>
<TABLE>
<CAPTION>
Financial Statements
Global Boulevard International, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
for the period ending
August 31, 1999
TABLE OF CONTENTS
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT.......................... F-1
BALANCE SHEET......................................... F-2-3
STATEMENT OF OPERATIONS............................... F-4
STATEMENT OF STOCKHOLDERS' EQUITY..................... F-5
STATEMENT OF CASH FLOWS............................... F-6
NOTES TO FINANCIAL STATEMENTS......................... F-7-9
</TABLE>
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors
November 15, 1999
Global Boulevard International, Inc. (The Company)
Las Vegas, Nevada 89104
I have audited the Balance Sheet of Global Boulevard International, Inc.
(A Development Stage Company), as of December 31, 1998 and August 31, 1999,
and the related Statements of Operations, Stockholders' Equity and
Cash Flows for the year ended December 31, 1998 and the period ended
August 31, 1999. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on
these financial 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 statement presentation. An audit also
includes assessing the accounting 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 Global
Boulevard International, Inc. (A Development Stage Company), at
December 31,
1998 and August 31, 1999, and the results of its operations and cash
flows for the period April 16, 1998 (Date of Inception) to December
31, 1998 and the period ended August 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, The Company has had limited operations and has
not established a long term source of revenue. This raises substantial
doubt about its ability to continue as a going concern. Management's
plan in regard to these matters are also described in Note 3. The
financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
s/s James E. Slayton
- ----------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
F-1
<PAGE>
Global Boulevard International, Inc.
BALANCE SHEET
AS AT
December 31, 1998 and August 31, 1999
BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
+
August 31, 1999 December 31, 1998
------------------- ------------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 0.00 $ 88.00
Prepaid Expenses 0.00 0.00
----------------------------------------
Total Current Assets 0.00 88.00
Property and Equipment
(net of depreciation) 0.00 0.00
----------------------------------------
Total Property and Equipment 0.00 0.00
OTHER ASSETS:
Organization Costs net
of Amortization 264.00 312.00
---------------------------------------
Total Other Assets 264.00 312.00
---------------------------------------
TOTAL ASSETS $ 264.00 $ 400.00
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Global Boulevard International, Inc.
BALANCE SHEET
AS AT
December 31, 1998 and August 31, 1999
BALANCE SHEET
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
August 31, 1999 December 31, 1999
------------------- ------------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts Payable $ 0.00 $ 0.00
Short Term Notes Payable 0.00 0.00
--------------------------------------
Total Current Liabilities 0.00 0.00
OTHER LIABILITIES
Other Liabilities 0.00 0.00
--------------------------------------
Total Other Liabilities 0.00 0.00
--------------------------------------
Total Liabilities 0.00 0.00
EQUITY
Common Stock, $0.001 par value,
authorized 100,000,000 shares 4,493,541 3,303,541
issued and outstanding at
August 31, 1999, 10,699,000
common shares
Additioinal Paid in Capital
from sale of Common Stock 140,151.00 9,751.00
issued and outstanding at
August 31, 1999,
Preferred shares - None
Retained Earnings (Deficit
accumulated during the
development stage) (145,586.00) (10,250.00)
Less: Cost of Treasury Stock (5,000.00)
----------------------------------------
Total Stockholders' Equity 264.00 400.00
TOTAL LIABILITIES & OWNER'S EQUITY 264.00 400.00
----------------------------------------
Notes Receivable for
common stock (990,000) 0
----------------------------------------
Total Stockholders' Equity 2,047,758 2,095,106
TOTAL LIABILITIES AND
OWNER'S EQUITY: $ 2,829,022 $ 2,804,380
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Global Boulevard International, Inc.
STATEMENT OF OPERATIONS
FOR PERIOD
April 16, 1998 (Inception) to December 31, 1998
and Period ended August 31, 1999
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
April 16,
1998
(Date of
Inception) Jan 1, 1999
to August 31 to August 31 December 31
1999 1999 1998
----------------------------------------------------
<S> <C> <C> <C>
REVENUE
Revenues $ 0.00 $ 0.00 $ 0.00
COSTS AND EXPENSES
Selling, General and
Administrative 145,490.00 135,288.00 10,202.00
Amortization of
Organization Costs 96.00 48.00 48.00
-----------------------------------------------------
Total Costs and
Expenses 145,586.00 135,336.00 10,250.00
-----------------------------------------------------
Net Ordinary Income
or (Loss) (145,586.00) (135,336.00) (10,250.00)
=====================================================
Weighted average
number of common
shares outstanding 10,000,000 10,000,000 769,300
Net Earnings
Per Share (0.01) (0.01) (0.01)
</TABLE>
See Accompanying Notes to Financial Statements
F-4
<PAGE>
Global Boulevard International, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
April 16, 1998 (Date of Inception) to December 31, 1998 and Period ended
August 31, 1999
<TABLE>
<CAPTION>
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Deficit
accumulated
Common Additional during Total
Stock paid-in Treasury development
Stockholder's
Shares Amount capital Stock stage Equity
--------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
April 19, 1998
issued for cash 700,000 700 0 700
June 1, 1998
issued for cash 199,000 199 9,751 9,950
Net loss
April 16, 1998
(inception) to
Dec 31, 1998 (10,250) (10,250)
-----------------------------------------------------------
Balances as at
Dec 31, 1998 899,000 $ 899 $9,751 $ 0 $(10,250) $ 400
Jan 13, 1999 200,000 200 0 200
Jan 13, 1999 9,600,000 9,600 130,400 140,000
Jan 13, 1999 (5,000) (5,000)
Net loss
Jan 1, 1999
to Aug 31, 1999 (135,336) (135,336)
---------------------------------------------------------------
Balances
as at
August
31, 1999 10,699,000 $10,699 $140,151 $(5,000) $(145,586) $ 264
===============================================================
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
GLOBAL BOULEVARD INTERNATIONAL, INC.
STATEMENTS OF CASH FLOWS
FOR PERIOD
April 16, 1998 (Date of Inception) to December 31, 1998 and Period ended
August 31, 1999
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
April 16,
1998
(Date of
Inception) Jan 1, 1999
to August 31 to August 31 December 31
1999 1999 1998
----------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) from operations (145,586) (135,336) (10,250)
Adjustments to reconcile
net income to net cash
provided
Cash paid for Organization
costs (360) (360)
Amortization of Organization
costs 96 48 48
---------------------------------------------------
Net cash flow provided
by operating activities (145,850) (135,288) (10,562)
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of fixed assets 0 0 0
--------------------------------------------------
Net cash used by
investing activities (0) (0) (0)
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of Capital Stock 150,850 140,200 10,650
Cash paid for treasury stock (5,000) -5,000 0
--------------------------------------------------
Net cash provided by
Financing activities 145,850 135,200 10,650
Net increase (decrease)
in cash 0 (88) 88
Balance beginning of period 0 (88) 0
Balance as at end of period 0 0 88
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
Global Boulevard International, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
November 15, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 16, 1998(Date of Inception) under the laws
of the State of Nevada, as Registered Agents of Southern Nevada, Inc. The
Company amended its articles in March of 1999 changing its name to Global
Boulevard International, Inc. (the Company) has had limited operations and
in accordance with SFAS #7, the Company is considered a development stage
company. The Company is authorized to issue 100,000,000 shares of its $0.001
par value common stock.
On April 18, 1999, the company issued 700,000 shares of its $.001 par value
common stock for cash of $700.00.
On June 1, 1998,the Company completed a public offering that was exempt from
Federal registration pursuant to Regulation D, Rule 504 of the Securities Act
of 1933 As amended, and exemptions from state registration pursuant to various
state security Transactional exemptions. The Company sold 199,000 shares of
Common Stock at a Price of $.05 per share for a total amount raised of
$9,500.00.
On January 13, 1999, the Company issued 200,000 shares of its $.001 Common Stock
For cash in the amount of $200.00.
On January 13, 1999, the Company issued 9,600,000 shares of its $.001 Common
Stock for cash in the amount of $140,000.00.
On January 13, 1999, the Company purchased 700,000 shares of treasury stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting polices and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization, $360.00 is being amortized over a period of 60
Months (April 16, 1998 through April 15, 2003.)
3. Basic earnings per share is computed using the weighted average number of
shares of common stock outstanding. Diluted earning per share were not include
as the inclusion of treasury stock did not dilute earnings per share.
4. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
5. The Company experienced losses during its last two fiscal tax years.
The Company will review its need for a provision for federal income
tax after each operating quarter. Deferred tax benefits were not recorded as
management feels that it is less than likely that the net operating losses will
be used. The net operating losses will begin to expire in 2014.
F-7
<PAGE>
Global Boulevard International, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
November 15, 1999
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES-continued
6. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as
at the date of the financial statements and revenues and expenses for the
period reported. Actual results may differ from these estimates.
7. The cost of equipment is depreciated over the estimated useful life of the
equipment utilizing the straight line method of depreciation. There was no
depreciation recorded for these periods.
8. The Company has adpopted December 31 as its fiscal year end.
9. The Company's Statement of Cash Flows is reported utilizing cash (currency
on hand and demand deposits) and cash equivlents (short-term, highly liquid
investments).
10. The Company purchased treasury stock on January 13, 1999. Treasury
stock of the Company is accounted for using the cost method of accounting
for treasury stock.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is management's
plan to seek additional capital through a State of Nevada registered public
offering of securities pursuant to Chapter 90.490 of the Nevada revised
statutes.
NOTE 4 - RELATED PARTY TRANSACTION
The Company does not own or lease any real property. The officers and
directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
The Company has no warrants or options outstanding.
F-8
<PAGE>
Global Boulevard International, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
November 15, 1999
NOTE 6 - YEAR 2000 ISSUE
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000
issue may be experienced before on, or after January 1, 2000 and if not
addressed, the impact on operations and financial reporting may range
from minor errors to significant systems failure which could affect an
entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 issue affecting
the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
F-9
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/or Identification of Exhibit
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession.
None. Not Applicable
b) Asset Purchase and Liability Assumption Agreement
None. Not Applicable
c) Interest Purchase Agreement
None. Not Applicable
d) Agreement for Bill of Sale and Assignment of Assets
None. Not Applicable
e) Exchange Stock Agreement
None. Not Applicable
3. Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company Filed April 16, 1998
(b) Amended Articles Filed on March 25, 1999
(b) By-Laws of the Company adopted April 18, 1998
4. Instruments Defining the Rights of Security Holders
Those included in exhibit 3, and sample of Stock Certificate
5. Opinion on Legality
None. Not Applicable
6. No Exhibit Required
Not Applicable
7. Opinion on Liquidation Preference
None. Not Applicable
8. Opinion on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
None. Not Applicable
39
<PAGE>
11. Statement Re Computation of Per Share Earnings
None. Not Applicable. Computation of per share earnings can be
clearly determined from the Statement of Operation from the Company's
financial statements.
12. No Exhibit Required
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letters on Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
Letter of Resignation from Ted D. Campbell II, dated January 29, 1999
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
40
<PAGE>
22. Published Report Regarding Matters Submitted to Vote of
None. Not Applicable
23. Consent of Experts and Counsel
Exhibit 23, James E. Slayton, CPA
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial Data Schedule
Exhibit 27
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
None. Not Applicable
29. Additional Exhibits
None. Not Applicable
41
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Global Boulevard International, Inc.
------------------------------------
(Registrant)
Date: December 1, 1999
------------------
By: /s/ Parker David Dale
----------------------------------------
Parker David Dale, Chairman of the Board,
Chief Executive Officer
By: /s/ Yvette Harrison
-----------------------------------------
Yvette Harrison, Chief Financial Officer
42
<PAGE>
EXHIBIT 3 (a)
FILED # C8643-98
APR 16 1998
IN THE OFFICE OF
Dean Heller
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
Registered Agents of Southern Nevada, Inc.
1. Name of Company:
Registered Agents of Southern Nevada, Inc.
2. Resident Agent:
The resident agent of the Company is:
Nevada Internet Corporation Enterprises
3110 S. Valley View, Suite 201
Las Vegas, NV 89102
3. Board of Directors:
The company shall initially have two (1) director who is Ted Campbell, 3110
South Valley View, Ste 201, Las Vegas, Nev 89102. These individual shall
serve as director until their successor or successors have been elected and
qualified. The number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the Corporation shall have authority to
issue shall consist of 25,000,000 shares of Common Stock having a $.001 par
value The Common Stock of the Company may be issued from time to
time without prior approval by the stockholders. The Common Stock and/or
Preferred Stock may be issued for such consideration as may be fixed from
time to time by the Board of Directors. The Board of Directors may issue
such shares of Common and/or Preferred Stock in one or more series, with such
voting powers, designations, preferences and rights or qualifications,
limitations or restrictions thereof as shall be stated in the resolution
of resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the Corporation shall
not have any preference, preemptive right or right of subscription to
acquire shares of the Corporation authorized, issued, or sold, or to
be authorized or issued, and convertible into shares of the Corporation,
nor to any right of subscription thereto, other than to the extent, if
any, the Board of Directors in its sole discretion, may determine from
time to time.
The Common Stock of the Corporation, after the amount of the subscription
Price has been fully paid, in, in money, property or services, as the directors
shall determine, shall not be subject to assessment to pays the debts of the
corporation, nor for any other purpose, and no Common Stock issued as fully
paid shall ever be assessable or assessed, and the Articles of Incorporation
shall not be amended to provide for such assessment.
1
<PAGE>
6. Directors' and Officers' Liability:
A director or officer of the Corporation shall not be personally
liable to this Corporation or its stockholders for damages from breach
of fiduciary duty as director or officer, but this Article shall
not eliminate or limit the liability of a director or officer for
(i) acts or omissions which involve international misconduct, fraud
or a knowing violation of the law or (ii) the unlawful payment of
dividends. Any repeal or modification of the Article by 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 of omissions prior to such
repeal of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any such action, suit or proceeding, whether
civil, criminal, administrative or investigative, by the reason of the
fact that he or she or a person with whom he or she is a legal
representative, is or was a director of the Corporation, or who is serving
at the request of the Corporation as a director or officer of another
corporation, or is a representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of Nevada
from time to time against all expenses, liability and loss (including
attorneys' fees, judgments, fines, and amounts paid or to be paid
in a settlement) reasonably incurred or suffered by him or her in connection
therewith. Such right of indemnification shall be contract right which may
be enforced in any manner desired by such person. The expenses of officers
and directors incurred in defending a civil suit or proceeding must be paid
by the Corporation as incurred and in advance of the final disposition of the
action, suit, or proceeding, under receipt of an undertaking by or on behalf
of the director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he or she is not entitled to be
indemnified by the Corporation. Such right of indemnification shall not be
exclusive of any other right of such directors, officers or representatives
may have or hereafter acquire, and without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under any bylaw, agreement, vote of stockholders, provision
of law, or otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of Directors
may adopt By-Laws from time to time without respect to indemnification, to
provide at all times the fullest indemnification permitted by the laws of
the State of Nevada, and may cause the Corporation to purchased or maintain
insurance on behalf of any person who is or was a director or officer.
8. Amendments:
Subject at all times to the express provisions of Section 4 on the
Assessment of Shares, this Corporation reserves the right to amend, alter,
change, or repeal any provision contained in these Articles of Incorporation
or its By-Laws, in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights conferred upon
shareholders are granted subject to this reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers conferred by
statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any adopted by the shareholders, to make,
alter or repeal the By-Laws of the corporation;
2
<PAGE>
(b) To authorize and caused to be executed mortgages and lines, with or
without limitations as to amount, upon the real and personal property
of the corporation;
(c) To authorize the guaranty by the Corporation of the securities,
evidences of indebtedness and obligations of other persons,
corporations or business entities;
(d) To set apart out of any funds of the Corporation available for
dividends a reserve or reserves for any proper purpose and to abolish
any such reserve;
(e) By resolution adopted by the majority of the whole Board, to
designate one or more committees to consist of one or more Directors
of the Corporation, which, to the extent provided on the resolution
or in the By-Laws of the Corporation, shall have and may authorize
the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have name and names
as may be stated in the By-Laws of the Corporation or as may be
determined from time to time by resolution adopted by the Board of
Directors.
All the corporate powers of the Corporation shall be exercised by the
Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on Wednesday, April 15, 1998,
hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator:
Name: Thomas C. Cook, Esq.
Address: 3110 S. Valley View, Suite 201
Las Vegas, NV 89102
Signature:
/s/ Thomas C. Cook
- -----------------------
Thomas C. Cook
STATE OF NEVADA )
) ss.
County of Clark )
The foregoing instrument was acknowledged before me on April 15, 1998,
by Thomas C. Cook.
My Commission Expires: January 14, 2002
/s/ Matthew J. Blevins
- -----------------------------
Matthew J. Blevins
Notary Public
Certificate of Acceptance of Appointment of Resident Agent: I, TED D.
CAMPBELL II, as a principal of Nevada Internet Corporation Enterprises
("NICE"), hereby accept appointment of NICE as the resident agent for the
above referenced company.
Signature: /s/ Ted D. Campbell II
--------------------------
Ted D. Campbell II
3
<PAGE>
EXHIBIT 3 (b)
April 16, 1998
State of Nevada
Secretary of State
I hereby certify that this is a
true and complete copy of the
document filed in this office.
/s/ Dean Heller
Dean Heller, Secretary of State
By: /s/ D. Bates
- -------------------
D. Bates
4
<PAGE>
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
Mar 25 1999
No. C8643-98
Dean HellerDEAN HELLER SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Filed by:
Registered Agents of Southern Nevada
- -----------------------------------------------
Name of Corporation
We the undersigned Parker David Dale and
--------------------------------
President or Vice President
G. Polyhronopoulos of Registered Agents of Southern Nevada
- --------------------------------- ------------------------------------------
Secretary or Assistant Secretary Name of Corporation
Do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
Held on the 24th day of February, 1999, adopted a resolution to amend the
Original articles as follows:
Article 1 & 4 is here hereby amended to read as follows:
Article #1 [Name change for Corporation] Global Boulevard International, Inc.
Article #4 The Aggregate number of shares which the corporation shall have
authority to issue shall consist of 100,000,000 shares of stock having a $.001
par value.
The number of shares of the corporation outstanding and entitled to vote on an
Amendment to the Articles of Incorporation is 10 million that the said change(s)
And amendment have been consented to and approved by a majority vote of the
Stockholders holding at least a majority of each class of stock outstanding and
Entitled to vote thereon.
/s/ Parker David Dale
----------------------------
President or Vice President
/s/ Georgios Polyhronopoulos
----------------------------
Corporate Secretary
State of NY )
) ss.
County of NY )
On March 23, 1999, in N.Y.C., personally appeared before me, a Notary Public,
Parker David Dale who acknowledged.
/s/ Edward Peter Giaimo
- ------------------------
EDWARD PETER GIAIMO
Notary Public, State of New York
No. 60-6503105
Qualified in Westchester County
Certificate Filed in New York County
Commission Expires July 1, 2000
<PAGE>
EXHIBIT 3 (c)
BY-LAWS
OF
Registered Agents of Southern Nevada, Inc.
a Nevada Corporation
ARTICLE I
STOCKHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the stockholders
of the corporation shall be held on such date and at such time as designated
from time to time for the purpose or electing directors of the corporation and
to transact all business as may properly come before the meeting. If the
election of the directors is not held on the day designated herein for any
annual meeting of the stockholders, or at any adjournment thereof, the
president shall cause the election to be held at a special meeting of the
stockholders as soon thereafter as is convenient.
Section 1.02 Special Meeting. Special meetings of the stockholders may
be called by the president or the Board of Directors and shall be called by the
president at the written request of the holders of not less than 5 1 % of the
issued and outstanding voting shares of the capital stock of the corporation.
All business lawfully to be transacted by the stockholders may be
transacted at any special meeting or at any adjournment thereof. However, no
business shall be acted upon at a special meeting except that referred to in the
notice calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or in proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the stockholders of the
corporation may be held at its principal office in the State of Nevada or at
such other place in or our of the United States as the Board of Directors may
designate. A waiver of notice signed by the Stockholders entitled to vote may
designate any place for the holding of the meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all stockholders
of record written or printed notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting; which notice
28
shall state the place, date, and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of the nominees, if any, to be presented for
election.
(b) In the case of any meeting, any proper business may be
presented for action, except the following items shall be valid only if the
general nature of the proposal is stated in the notice or written waiver of
notice:
(1) Action with respect to any contract or
transaction between the corporation and one or more of its directors or officers
or another firm, association, or corporation in which one of its directors or
officers has a material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation;
(3) Action with respect to the merger,
consolidation, reorganization, partial or complete
liquidation, or dissolution of the corporation.
(c) The notice shall be personally delivered or mailed by
first class mail to each stockholder of record at the last known address
thereof, as the same appears on the books of the corporation, and giving of
such notice shall be deemed delivered the date the same is deposited in the
United State mail, postage prepaid. If the address of any stockholders does not
appear upon the books of the corporation, it will be sufficient to address such
notice to such stockholder at the principal office of the corporation.
(d) The written certificate of the person calling any
meeting, duly sworn, setting forth the substance of the notice, the time and
place the notice was mailed or personally delivered to the stockholders, and the
addresses to which the notice was mailed shall be prima facie evidence of the
manner and the fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the stockholders of the
corporation waive notice of a meeting, no notice shall be required, and,
whenever all stockholders shall meet in person or by proxy, such meeting shall
be valid for all purposes without call or notice, and at such meeting any
corporate action may be taken.
Section 1.06 Determination of Stockholders of Record..
(a) The Board of Directors may at any time fix a future date
as a record date for the determination of the stockholders entitled to notice
of any meeting or to vote or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any
rights in respect of any other lawful action. The record date so fixed shall
not be more than sixty (60) days nor less than ten (10) days prior to the date
of such meeting nor more than sixty (60) days nor less than ten (10) days prior
to any other action. When a record date is so fixed, only stockholders of
record on that date are entitled to notice of and to vote at the meeting or to
receive the dividend, distribution or allotment of rights, or to exercise their
29
rights, as the case may be, notwithstanding any transfer of any shares on the
books of the corporation after the record date.
(b) If no record date is fixed by the Board of Directors,
then (I) the record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived at the close of business on the next day preceding the day on which the
meeting is held; (ii) the record date for action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall be the day
on which the written consent is given; and (iii) the record date for
determining stockholders for any other purpose shall be at the close of
business on the day in which the Board of Directors adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
Section 1.07 Voting .
(a) Each stockholder of record, or such stockholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1) vote for each
share of voting stock standing registered in such stockholder's name on the
books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with
respect to shares standing in the name of an individual on that record date
(including pledged shares) shall be cast only by that individual or that
individual's duly authorized proxy or attomey-in-fact/ With respect to shares
held by a representative of the estate of a deceased stockholder, guardian,
conservator, custodian or trustee, votes may be cast by such holder upon proof
of capacity, even though the shares do not stand in the name of such holder. In
the case of shares under the control of a receiver, the receiver may cast in
the name of the receiver provided that the order of the court of competent
jurisdiction which appoints the receiver contains the authority to cast votes
carried by such shares. If shares stand in the name of a minor, votes may be
cast only by the duly appointed guardian of the estate of such minor if such
guardian has provided the corporation with written notice and proof of such
appointment.
(c) With respect to shares standing in the name of a
corporation on the record date, votes may be cast by such officer or agent as
the bylaws of such corporation prescribe or, in the absence of an applicable
bylaw provision, by such person as may be appointed by resolution of the Board
of Directors of such corporation. In the event that no person is appointed,
such votes of the corporation may be cast by any person (including the officer
making the authorization) authorized to do so by the Chairman of the Board of
Directors, President, or any Vice-President of such corporation.
(d) Notwithstanding anything to the contrary herein
contained, no votes may be cast by shares owned by this corporation or its
subsidiaries, if any. If shares are held by this corporation or its
subsidiaries, if any in a fiduciary capacity, no votes shall be cast with
respect thereto on any matter except to the extent that the beneficial owner
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thereof possesses and exercises either a right to vote or to give the
corporation holding the same binding instructions on how to vote.
(e) With respect to shares standing in the name of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, husband and wife as community property, tenants by the
entirety, voting trustees, persons entitled to vote under a stockholder voting
agreement or otherwise and shares held by two or more persons (including proxy
holders) having the same fiduciary relationship with respect to the same shares,
votes may be cast in the following manner:
(1) If only one person votes, the vote of such
person binds all.
(2) If more than one person cast votes, the act of
the majority so voting binds all.
(3) If more than one person votes, but the vote is
evenly split on a particular matter, the votes shall
be deemed cast proportionately, as split.
(f) Any holder of shares entitled to vote on any matter may
cast a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case in the
election of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder is
casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of the
holders of a majority of the voting shares represented at the meeting and
entitled to vote on the matter shall be the act of the stockholders, unless a
vote of greater number by classes is required by the laws of the State of
Nevada, the Articles of Incorporation or these Bylaws.
Section 1.08 Quorum Adjourned Meetings.
(a) At any meeting of the stockholders, a majority of the
issued and outstanding voting shares of the corporation represented in person or
by proxy, shall constitute a quorum.
(b) If less than a majority of the issued and outstanding
voting shares are represented, a majority of shares so represented may adjourn
from time to time at the meeting, until holders of the amount of stock required
to constitute a quorum shall be in attendance. At such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a stockholder's meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced to the meeting to which the
adjournment is taken, unless the adjournment is for more than ten (10) days in
which event notice thereof shall be given.
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Section 1.09 Proxies. At any meeting of stockholders, any holder of
shares entitled to vote may authorize another person or persons to vote by proxy
with respect to the shares held by an instrument in writing and subscribed to by
the holder of such shares entitled to vote. No proxy shall be valid after the
expiration of six (6) months from or unless otherwise specified in the proxy. In
no event shall the term of a proxy exceed seven (7) years from the date of its
execution. Every proxy shall continue in full force and effect until expiration
or revocation. Revocation may be effected by filing an instrument revoking the
same or a duly executed proxy bearing a later date with the secretary of the
corporation.
Section 1.10 Order of Business. At the annual stockholder's
meeting, the regular order of business shall be as follows:
1. Determination of stockholders present and existence
of quorum;
2. Reading and approval of the minutes of the previous
meeting or meetings;
3. Reports of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order
named;
4. Reports of committees;
5. Election of directors;
6. Unfinished business;
7. New business; and
8. Adjournment.
Section 1. 11 Absentees' Consent to Meetings. Transactions of any
meetings of the stockholders are valid as though had at a meeting duly held
after regular call and notice of a quorum is present, either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled
to vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to consideration of matters not included in the
notice which are legally required to be included there), signs a written waiver
of notice and/or consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents, and approvals shall be filed with
the corporate records and made a part of the minutes of the meeting. Attendance
of a person at a meeting shall constitute a waiver of notice of such meeting,
except that when the person objects at the beginning of the meeting is not
lawfully called or convened and except that attendance at the meeting is not a
waiver of any right to object to consideration of matters not included in the
notice is such objection is expressly made at the beginning. Neither the
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business to be transacted at nor the purpose of any regular or special meeting
of stockholders need be specified in any written waive of notice, except as
otherwise provided in section 1.04(b) of these bylaws.
Section 1.12 Action Without Meeting. Any action, except the election
of directors, which may be taken by the vote of the stockholders at a meeting,
may be taken without a meeting if consented to by the holders of a majority of
the shares entitled to vote or such greater proportion as may be required by the
laws of the State of Nevada, the Articles of Incorporation, or these Bylaws.
Whenever action is taken by written consent, a meeting of stockholders need not
be called or noticed.
Section 1.13 Telephonic Messages. Meeting of the stockholders may be
held through the use of conference telephone or similar communications equipment
as long as all members participating in such meeting can hear one another at the
time of such meeting. Participation in such meeting constitutes presence in
person at such meeting.
ARTICLE 11
DIRECTORS
Section 2.01 Number, Tenure, and Qualification. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least four (4) persons, who shall be elected at the annual meeting of the
stockholders of the corporation and who shall hold office or one (1) year or
until his or her successor or successors are elected and qualify. If, at any
time, the number of the stockholders of the corporation is less than
seventy-five (75), the Board of Directors may consist of fewer persons. A
director need not be a stockholder of the corporation.
Section 2.02 Resignation. Any director may resign effective upon
giving written notice to the Chairman of the Board of Directors, the president
or the secretary of the corporation, unless the notice specified at a later time
for effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board of
Directors or the stockholders may elect a successor to take office when the
resignation becomes effective.
Section 2.03 Change in Number. Subject to the limitations of the
laws of the State of Nevada, the Articles of Incorporation or Section 2.01 of
these Bylaws, the number of directors may be changed from time to time by
resolution adopted by the Board of Directors.
Section 2.04 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the expiration
of his term of office.
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Section 2.05 Removal.
(a) The Board of Directors of the corporation, by majority
vote, may declare vacant the office of a director who has been declared
incompetent by an order of a court of competent jurisdiction or convicted of a
felony.
(b) Any director may be removed from office, with or
without cause, by the vote or written consent of stockholders representing not
less than two-thirds of the issued and outstanding voting capital stock of the
corporation.
Section 2.06 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in the number of directors, or otherwise may be
filled by the stockholders at any regular or special meeting or any adjourned
meeting thereof (but not by written consent) or the remaining director(s) of the
affirmative vote of a majority thereof. Each successor so elected shall hold
office until the next annual meeting of stockholders or until a successor shall
have been duly elected and qualified.
(b) If, after the filling of any vacancy by the directors,
the directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of the stockholders to be
held to elect the entire Board of Directors. The term of office of any director
shall terminate upon the election of a successor.
Section 2.07 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the stockholders, the Board
of Directors, including directors newly elected, shall hold its annual meeting
without notice other than the provision to elect officers of the corporation and
to transact such further business as may be necessary or appropriate. The Board
of Directors may provide by resolution the place, date, and hour for holding
additional regular meetings.
Section 2.08 Special Meetings. Special meeting of the Board of
Directors may be called by the Chairman and shall be called by the Chairman upon
request of any two (2) directors or the president of the corporation.
Section 2.09 Place of Meetings. Any meeting of the directors of the
corporation may be held at the corporation's principal office in the State of
Nevada or at such other place in or out of the United States as the Board of
Directors may designate. A waiver of notice signed by the directors may
designate any place for holding of such meeting.
Section 2. 10 Notice of Meetings. Except as otherwise provided in
Section 2.07, the Chairman shall deliver to all directors written or printed
notice of any special meeting, at least 48 hours before the time of such
meeting, by delivery of such notice personally or mailing such notice first
class mail or by telegram. If mailed, the notice shall be deemed delivered two
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(2) business days following the date the same is deposited in the United States
mail, postage prepaid. Any director may waive notice to such a meeting, and the
attendance of a director at such a meeting shall constitute a waiver of notice
of such meeting, unless such attendance is for the express purpose of objecting
to the transaction of business thereat because the meeting is not properly
called or convened.
Section 2.11 Quorum, adjourned Meetings.
(a) A majority of the Board of Directors in office shall
constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum
is present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At any
adjourned meeting where a quorum is present, any business may be transacted
which could have been transacted at the meeting originally called.
Section 2.12 Action without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all of
the members of the Board of Directors or of such committee. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee. Such action by written consent shall have the
same force and effect as the unanimous vot of the Board of Directors or
committee.
Section 2.13 Telephonic Meetings. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar communications
equipment so long as all members participating in such meeting can hear one
another at the time of such meeting. Participation in such a -meeting
constitutes presence in person at such meeting. Each person participating in the
meeting shall sign the minutes thereof which may be in counterparts.
Section 2.14 Board Decisions. The affirmative vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 2.15 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of Directors is
invested with complete and unrestrained authority to manage the affairs of the
corporation, and is authorized to exercise for such purpose as the general
agent of the corporation, its entire corporate authority in such a manner as it
sees fit. The Board of Directors may delegate any of its authority to manage,
control or conduct the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be
agents of the corporation with such powers including the power to subdelegate,
and upon such terms as my be deemed fit.
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(b) The Board of Directors shall present to the stockholders
at annual meetings of the stockholders, and when called for by a majority vote
of the stockholders at a special meeting of the stockholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the stockholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of the
stockholders or any special meeting properly called for the purpose of
considering any such contract or act, provide a quorum is preset. the contract
or act shall be valid and binding upon the corporation and upon all stockholders
thereof, if approved and ratified by the affirmative vote of a majority of the
stockholders at such meeting.
Section 2.16 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board of Directors,
and shall be entitle to receive such compensation for their services as
directors as shall be determined form time to time by the Board of Directors of
any committee thereof.
Section 2.17 Board of Directors.
(a) At its annual meeting, the Board of Directors shall
elect, from among its members, a Chairman to preside at meetings of the Board of
Directors. The Board of Directors may also elect such other board officers as it
may, from time to time, determine advisable.
(b) Any, vacancy in any board office because of death,
resignation, removal or otherwise may be filled b the Board of Directors for the
unexpired portion of the term of such office.
Section 2.18 Order of Business. The order of business at any meeting
of the Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of minutes of any previous meeting or meetings;
3. Reports of officers and committeemen;
4. Election of officers (annual meeting);
5. Unfinished business;
6. New business; and
7. Adjournment.
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ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a President, a
Secretary and a Treasurer to hold office for a term of one (1) year and until
their successors are elected and qualified. Any person may hold two or more
offices. The Board of Directors may, from time to time, by resolution, appoint
one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and
transfer agents of the corporation as it may deem advisable; prescribe their
duties; and fix their compensation.
Section 3.02 Removal ; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it with or without cause.
Any office may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under contract to which the
resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired term or such office.
Section 3.04 President . The President shall be deemed the general
manager and executive officer of the corporation, subject to the supervision
and control of the Board of Directors, and shall direct the corporate affairs,
with full power to execute all resolutions and orders of the Board of Directors
not especially entrusted to some other officer of the corporation. The
President shall preside at all meetings of the stockholders and shall perform
such other duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the President
shall have the full power and authority on behalf of the corporation to attend
and to act and to vote at meetings of the stockholders of any corporation in
which the corporation may hold stock and, at such meetings, shall possess and
may exercise any and all rights and powers incident to the ownership of such
stock. The Board of Directors, by resolution from time to time, may confer like
powers on an person or persons in place of the President to represent the
corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or
more Vice Presidents who shall be vested with all the powers and perform all the
duties of the President whenever the President is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the Vice President shall perform such other duties as shall be prescribed by
the Board of Directors.
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Section 3.06 Secretary . The Secretary shall keep the minutes of all
meetings of the stockholders and the Board of Directors in books provide for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the President in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock ledgers,
and such other books and papers as the Board of Directors or appropriate
committee may direct, and shall, in general, perform all duties incident to the
office of the Secretary. All corporate books kept by the Secretary shall be open
for examination by any director at any reasonable time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint
an Assistant Secretary who shall have such powers and perform such duties as may
be prescribed for him by the Secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The Treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the Board
of Directors, and shall have custody of all the funds and securities of the
corporation. When necessary or proper, the Treasurer shall endorse on behalf of
the corporation for collection checks, notes, and other obligations, and shall
deposit all moneys to the credit of the corporation in such bank or banks or
other depository as the Board of Director may designate, and shall sign all
receipts and vouchers for payments by the corporation. Unless otherwise
specified by the Board of Directors, the Treasurer shall sign with the
President all bills of exchange and promissory notes of the corporation, shall
also have the care and custody of the stocks, bonds, certificates, vouchers,
evidence of debts, securities, and such other property belonging to the
corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these Bylaws, or by the Board of Directors to be
signed by the Treasurer. The Treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of all
moneys received and paid on account of the corporation and, whenever required
by the Board of Directors, the Treasurer shall render a statement of any or all
accounts. The Treasurer shall at all reasonable times exhibit the books of
account to any directors of the corporation and shall perform all acts incident
to the position of the Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors,
give bond to the corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance of all the
duties of Treasurer and for restoration to the corporation, in the event of the
Treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
Section 3.09. Assistant Treasurer. The Board of Directors may appoint
an Assistant Treasurer who shall have such powers and perform such duties as may
be prescribed by the Treasurer of the corporation or by the Board of Directors,
and the Board of Directors may require the Assistant Treasurer to give a bond to
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the corporation in such sum and with such security as it may approve, for the
faithful performance of the duties of Assistant Treasurer, and for restoration
to the corporation, in the event of the Assistant Treasurer's death,
resignation, retirement or removal from office, of all books, records, papers,
vouchers, money and other property belonging to the corporation. The expense of
such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation
shall be issued in such manner and at such times and upon such conditions as
shall be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of the stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the President or a Vice-President and also
by the Secretary or an Assistant Secretary. Each certificate shall contain the
then name of the record holder, the number, designation, if any, class or
series of shares represented, a statement of summary of any applicable rights,
preferences, privileges or restrictions thereon, and a statement that the
shares are assessable, if applicable. All certificates shall be consecutively
numbered. The name, address and federal tax identification number of the
stockholder, the number of shares, and the date of issue shall be entered on
the stock transfer books of the corporation.
Section 4.03 Surrender; Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those representing shares
of treasury stock, shall be canceled and no new certificate shall be issued
until the former certificate for a like number of shares hall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor. However, any stockholder
applying for the issuance of a stock certificate in lieu of one allege to have
been lost, stolen, destroyed or mutilated shall, prior to the issuance of a
replacement, provide the corporation with his, her or its affidavit of the
facts surrounding the loss, theft, destruction or mutilation and if required by
the Board of Directors, an indemnity bond in any amount and upon such terms as
the Treasurer, or the Board of Directors, shall require. In no case shall the
bond be in an amount less than twice the current market value of the stock and
it shall indemnify the corporation against any loss, damage, cost or
inconvenience arising as a consequence of the issuance of a replacement
certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in the
certificates for outstanding shares of capital stock of the corporation or it
becomes desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the reorganization
of the corporation, to cancel any outstanding certificate for shares and issue a
39
new certificate for shares, the corporation shall issue an order for
stockholders of record, to surrender and exchange the same for new certificates
within a reasonable time to be fixed by the Board of Directors. The order may
provide that a holder of any certificate (s) ordered to be surrendered shall not
be entitled to vote, receive dividends or exercise any other rights of
stockholders until the holder has complied with the order, provided that such
order operates to suspend such rights only after notice and until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid
as against the corporation except on surrender and cancellation of the
certificates therefor accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all certificates
for shares of stock to bear the signature of such transfer agent and such
registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of at least ten (10) days prior to all meetings of the
stockholders and shall be closed for the payment of dividends as provided in
Article V hereof and during such periods as, from time to time, may be fixed by
the Board of Directors, and, during such periods, no stock shall be
transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the
power and authority to make such rules and regulations not inconsistent herewith
as it may deem expedient concerning the issue, transfer, and registration of
certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends. Dividends may be declared, subject to the
provisions of the laws of the State of Nevada and the Articles of
Incorporation, by the Board of Directors at any regular or special meeting and
may be paid in cash, property, shares of the corporation stock, or any other
medium. The Board of Directors may fix in advance a record date, as provided in
Section 1.06 of these Bylaws, prior to the dividend payment for purpose of
determining stockholders entitled to receive payment of any dividend. The Board
of Directors may close the stock transfer books for such purpose for a period
of not more than ten (10) days prior to the payment date of such dividend.
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ARTICLE VI
OFFICES; RECORDS, REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
is in the State of Nevada at 4395 Polaris Avenue, Las Vegas, NV 89103. The Board
of Directors may from time to time, by resolution, change the location of the
principal office within the State of Nevada. The corporation may also maintain
an office or offices at such other place or places, either within or without the
State of Nevada, as may be resolved, from time to time, by the Board of
Directors.
Section 6.02 Records. The stock transfer books and a certified copy of
the Bylaws, Articles of Incorporation, any amendments thereto, and the minutes
of the proceedings of stockholders, the Board of Directors, and Committees of
the Board of Directors shall be kept at the principal office of the corporation
for the inspection of all who have the right to see the same and for the
transfer of stock. All other books of the corporation shall be kept at such
places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any stockholder or
stockholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month or nine (9) month period of
the current fiscal year ended more than thirty (30) days prior to the date of
the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report of the last fiscal year has been sent
to stockholders, such stockholder or stockholders may make a request for a
balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The statements
shall be delivered or mailed to the person making the request within thirty
(30) days thereafter. A copy of the statements shall be kept on file in the
principal office of the corporation for twelve (12) months, and such copies
shall be exhibited at al reasonable times to any stockholder demanding an
examination of them or a copy shall be mailed to each stockholder. Upon request
by any stockholder, there shall be mailed to the stockholder a copy of the last
annual, semiannual or quarterly income statement which it has prepared and a
balance sheet as of the end of the period. The financial statements referred to
in this Section 6.03 shall be accompanied by the report thereon, if any, of any
independent accountants engaged by the corporation or the certificate of an
authorized officer of the corporation that such financial statements were
prepared without audit from the books and records of the corporation.
Section 6.04 Right of Inspection .
(a) The accounting and records and minutes of proceedings of
the stockholders and the Board of Directors shall be open to inspection upon the
written demand of any stockholder or holder of a voting trust certificate at any
41
reasonable time during usual business hours for a purpose reasonably related to
such holder's interest as a stockholder or as the holder of such voting trust
certificate. This right of inspection shall extend to the records of the
subsidiaries, if any, of the corporation. Such inspection may be made in person
or by agent or attorney, and the right of inspection includes the right to copy
and make extracts.
(b) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records, and documents of every
kind and to inspect the physical properties of the corporation and/or its
subsidiary corporations. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise. Except when
otherwise specifically provided herein, any officer of the corporation shall
have the authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year-End. The fiscal year-end of the corporation
shall be such date as may be fixed from time to time by resolution by the Board
of Directors.
Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may modify
or abolish any such reserves in the manner in which they were created.
Section 6.08 Payments to Officers or Directors. Any payments made to
an officer or director of the corporation, such as salary, commission, bonus,
interest, rent or entertainment expense, which shall be disallowed by the
Internal Revenue Service in whole or in part as a deductible expense by the
corporation, shall be reimbursed by such officer or director to the corporation
to the full extent of such disallowance. It shall be the duty of the Board of
Directors to enforce repayment of each such amount disallowed. In lieu of
direct reimbursement by such officer or director, the Board of Directors may
withhold future compensation to such officer or director until the amount owed
to the corporation has been recovered.
ARTICLE VII
INDEMNIFICATION
Section 7.01 In General. Subject to Section 7.02, the corporation
shall indemnify any director, officer, employee or agent of the corporation, or
any person serving in any such capacity of any other entity or enterprise at the
42
request of the corporation, against any and all legal expenses (including
attorneys' fees), claims and/or liabilities arising out of any action, suit or
proceeding, except an action by or in the right of the corporation.
Section 7.02 Lack of Good Faith, Criminal Conduct. The corporation
may, by shall not be required to, indemnify any person where such person acted
in good faith and in a manner reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, where there was not reasonable cause to believe the conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order
or settlement, conviction, or upon a ple of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, there was reasonable cause to believe that the conduct was
unlawful.
Section 7.03 Successful Defense of Actions. The corporation shall
reimburse or otherwise indemnify any director, officer, employee, or agent
against legal expenses (including attorneys' fees) actually and reasonably
incurred in connection with defense of any action, suit, or proceeding herein
above referred to, to the extent such person is successful on the merits or
otherwise.
Section 7.04 Authorization. Indemnification shall be made by the
corporation only when authorized in the specific case and upon a determination
that indemnification is proper by:
(1) The stockholders;
(2) A majority vote of a quorum of the Board of
Directors, consisting of directors who were not parties to the action, suit, or
proceeding; or
(3) Independent legal counsel in a written opinion, if a
quorum of disinterested directors so orders or if a quorum of disinterested
directors so orders or if a quorum of disinterested directors cannot be
obtained.
Section 7.05 Advancing Expenses. Expenses incurred in defending any
action, suit, or proceeding may be paid by the corporation in advance of the
final disposition, when authorized by the Board of Directors, upon receipt of an
undertaking by or on behalf of the person defending to repay such advances if
indemnification is not ultimately available under these provisions.
Section 7.06 Continuing Indemnification. The indemnification provided
by these Bylaws shall continue as to a person who has ceased to be director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
Section 7.07 Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
43
or agent of the corporation or who is or was serving at the request of the
corporation in any capacity against any liability asserted.
ARTICLE VIII
BYLAWS
Section 8.01 Amendment. These Bylaws may be altered, amended or
repealed at any regular meeting of the Board of Directors without prior notice,
or at any special meeting of the Board of Directors if notice of such
alteration, amendment or repeal be contained in the notice of such alteration,
amendment or repeal be contained in the notice of such special meeting. These
Bylaws may also be altered, amended, or repealed at a meeting of the
stockholders at which a quorum is present by the affirmative vote of the
holders of 51% of the capital stock of the corporation entitled to vote or by
the consent of the stockholders in accordance with Section 1. 12 of these
Bylaws. The stockholders may provide by resolution that any Bylaw provision
repealed, amended, adopted or altered by them may not be repealed amended,
adopted or altered by the Board of Directors.
44
CERTIFICATION
--------------
I, the understand, being the duly elected secretary of the corporation, do
hereby certify that the foregoing Bylaws were adopted by the Board of Directors
the 18th Day of April, 1998
/s/ Ted D. Campbell II
- -----------------------
Ted D. Campbell, Secretary
CORPORATE SEAL
??
<PAGE>
EXHIBIT 4 (a)
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
NUMBER [ ] SHARES [ ]
CUSIP # 75914C 10 0
Global Boulevard International, Inc.
Total Authorized issue 100,000,000 Shares
PAR VALUE $0.001 EACH COMMON STOCK
This is to Certify that [ ] is the owner of [ ]
Fully Paid and non-assessable Shares of Common Stock, no par value of Global
Boulevard International, Inc.,
Inc. transferable on the books of the Corporation by the holder hereof in
person or by duly authorized Attorney upon surrender of this Certificate
properly endorsed.
WITNESS, the seal of the Corporation and the signatures of its Duly
authorized officers.
Dated
Stock Transfer Agent:
Pacific Stock Transfer Company,
5844 S. Pecos, Suite D,
Las Vegas, Nevada 89120
Seal
[signature] [signature]
- ----------------------------- ----------------------------------------
Louise Anna Quinn, President Parker David Dale, Chairman of the Board
1
<PAGE>
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - . . . . Custodian. . . .
(Cust) (Minor)
under Uniform Gifts to Minors Act ____________ (State)
Additional abbreviations may also be used though
not in the above list.
For the value received _____________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE [ ]
- ---------------------------------------------------
Please print or typewrite name and address including
postal zip code of assignee
- ----------------- Shares
represented by the within Certificate, and do
hereby irrevocably constitute and appoint
- ---------------------------
to transfer the sad Shares, on the books of the within names Corporation
with full power of substitution in the premises.
Dated -----------------------
In presence of
--------------------------
- ----------------------------
2
<PAGE>
EXHIBIT 17(a)
Registered Agents of Southern Nevada, Inc.
A Nevada Corporation
January 29, 1999
To Whom It May Concern:
This tenders my resignation from Registered Agents of Southern Nevada, Inc.,
effective immediately.
Sincerely,
Ted D. Campbell, II
<PAGE>
Global Boulevard International, Inc.
EXHIBIT #23 Consent of Experts and Counsel
Mr. James E. Slayton, CPA
3867 West Market Street
Suite 208
Akron, Ohio 44333
To Whom It May Concern: November 15, 1999
The firm of James E. Slayton, Certified Public Accountant consents
to the inclusion of my report of August 31, 1999, on the Financial Statements
of Global Boulevard International, Inc. from the inception date of April 16,
1999
through August 31, 1999, in any filings that are necessary now or in the near
future to be filed with the U.S. Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton
- -----------------------------
James E. Slayton, CPA
Ohio License ID #04-1-15582
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 264
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 10,699
<OTHER-SE> 9,435
<TOTAL-LIABILITY-AND-EQUITY> 264
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 135,336
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (135,336)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
