[NOTIFY-INTERNET] [email protected]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under section 12(b) or (g) of the Securities Exchange Act of 1934
Commission File Number:
PRESIDENTS TELECOM, INC.
(Name of smll business issuer in its charter)
NEVADA 94-3342064
(States of other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
460-1301 Dove Street, Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 469-6957
Securities registered under Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which registered
To be so registered each class is to be registered
N/A N/A
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $.001 per share
(Title of class)
(Title of class)
At December 31, 1998, the aggregate market
value of the voting stock held by non-affiliates
was $880,000.00 and the aggregate market
value held by non-affiliates on October 31, 1999
was $2,200,000.00.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Issuer had 10,000,000.00 $.0001 par
value shares outstanding on December 31, 1998, and 21,000,000
$.0001 par value shares on October 31, 1999.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if
incorporated by reference and the part of
the form 10-SB
(e.g., part I, part II, etc.) into which
the document is incorporated: (1) Any annua
l report to security
holders; (2) any proxy or other information
statement; and (3) Any prospectus filed pursuant to rule
424 (b) or (c) under the Securities Act of 1933: None
PRESEDENTS TELECOM, INC.
FORM 10 - SB
TABLE OF CONTENTS
PART I
ITEM 1. Description of Business . . . . . . . . . . .
ITEM 2. Management's Discussion and Analysis or Plan of Operation . . . . . . .
ITEM 3. Description of Property . . . . . . . . . . .
ITEM 4. Security Ownership of Certain Beneficial Owners and Management . .
ITEM 5. Directors, Executive Officers, Promoters and Control Persons . . . .
ITEM 6. Executive Compensation . . . . . . . . . . . . . . . . . .
ITEM 7. Certain Relationships and Related Transactions . . . . . . .
ITEM 8. Description of Securities. . . . . . . . . . . . . . . . . . . . .
PART II
ITEM 1. Market Price of and Dividends on Registrant's Common Equity and
Other Shareholder Matters . . . . . . . . . . . . . . . .
ITEM 2. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . .
ITEM 3. Changes in and Disagreements with Accountants . . . . . . . . . . . .
ITEM 4. Recent Sales of Unregistered Securities . . . . . . . . . . . . . .
ITEM 5. Indemnification of Directors and Officers . . . . . . . . . . . . .
PART F / S
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
ITEM 1. Index to Exhibits . . . . . . . . . . . . . . . . . . . . . . .
ITEM 2. Description of Exhibits . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- -2-
PRESIDENTS TELECOM, INC.
FORM 10 - SB
PART I
ITEM 1. Description of Business
The "Company" was incorporated, May 4, 1987, under the laws of the State
of Nevada, as Energy Realty Corporation. On July 31, 1993 the Company's
name changed to Balcor International and on December 18, 1998 the name
was again changed to Dimension House, Inc. As of December 31, 1998 the
Company had no operation and in accordance with SFAS #17 was considered
a development Stage Company. As of December 31, 1998 the Company was
authorized 100,000,000 shares $.0001 par value of which 10,000,000 shares
were outstanding.
On September 28, 1999 a Letter of Intent was entered into for the Company to
acquire Global E-COMM, S.A., a Costa Rican telecommunication start-up
corporation in exchange for common stock. On October 15, 1999 the shareholders
approved a purchase agreement dated October 2, 1999 whereby the Company
acquired all of the outstanding common stock of Global E-COMM, S.A. from
E-Vegas.COM, Inc., a Nevada corporation for 10,000,000 shares of $.0001
par value common stock. Shortly thereafter, the Company sold 1,000,000
shares of common stock to a private party for $150,000.00 in cash bringing
the total shares outstanding to 21,000,000.
On October 28, 1999 the Company changed its name to Presidents Telecom, Inc.
The Company, through its wholly owned subsidiary Global E-COMM, S.A.
, has a contract with World Com allowing Global E-COMM, S.A., to establish
satellite communications world wide to Costa Rican companies. Services such
as 800 numbers, Internet access, PBX service, fax communications and call
centers are offered. Global E-COMM, S.A., owns and operates its satellite
station in Costa Rica, along with servers and computers. The Company is
presently installing fiber optic lines in one commercial building in, the
Escobar Building, Pasa Colon, San Jose, Costa Rica and will be installing
into an additional building on the same site in 2000.
Global E-COMM, S.A., has a forty five percent venture interest in Allied
Telecom, S.A., which is presently installing a complete fiber optic t
elecommunications system in Mercedes Building located at Paseo Colon.
Torre Mercedes is a 12,000 square meter, 13 floor building.
Products
The Company offers satellite links, satellite equipment, 800 phone lines,
basic phone lines and Internet broadband capabilities as a fixed fee and $.40
a
minute time and charges.
Availability of Materials and Supplies
The materials and equipment for the business, for satellite and satellite
equipment - Satellite Global Network, phone equipment-local supplies;
Servers - Dell Computer and Satellite service - WorldCom.
The suppliers are all U.S. or Costa Rican companies and base
products are readily available.
- -3-
Marketing
Sales are accomplished by personal contact with building owners and
developers and architects. Allied Telecom customers are referred by
existing users.
Competition
In San Juan, Costa Rica there are presently no competitors for the
Companies services.
Employees
The Company at present has minimal staff of five employees but
will hire additional employees in each building for billing and administration.
Facilities
The issuers maintains a statutory at 1905 South Eastern, Las Vegas,
NV 84114, a US corporation office at 460-1301 Dove Street,
Newport Beach, CA 92660, and a Costa Rican office at Suite 1000
Paseo Colon, contigua Sala Garbe, Mameseta Building, San Jose, Costa Rica.
Legal
The Company is not a part of any material pending legal proceedings a
nd no such action by, or to the best of its knowledge, against the Company
has been threatened.
ITEM 2. Management's Discussion and Analysis or Plan of Operation
Overview
The predecessor company, Energy Realty Corp., Balcor International, and
Dimension House, Inc., were largely dormant until the transaction acquisition of
Global E-COMM, S.A., in early October of 1999. Since that time the Company
has acquired the net assets of Global E-COMM, S.A., totaling $696,799 and
raised
$150,000.00 through the sale of stock. The existing liquidity and
maintenance/service
revenues will be sufficient to operate through the fiscal year end of December
31, 1999; however, additional outside capital funding of approximately $500,000
is anticipated. The Company is investigating the possibility of interim
financing,
either debt or equity, or a combination thereof to, provide expansion and
market
research. Although, management has not made any firm arrangement or
definitive
agreements, it would consider private funding or the placement of securities
and/or
a public offering. Since the Company is considered a development stage,
concerns
with minimal existing revenues were it to experience substantial development
in
putting its revenues sources in stream and is unable to secure public financing
from
the sale of securities or from private lenders, the Company would have to
secure s
ome type of sale-leaseback financing on equipment to be used in contracted
building installations.
Net Operating Loss
Net operating losses of $13,600.00 are due to the costs of the business-
consolidation state and federal filings, name change and accounting. The
Company has no usable tax losses that are carried forward.
- -4-
Recent Accounting Pronouncements
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standard ("SFAS") No. 128, "Earnings Per Share" and Statement of
Financial Accounting Standards No. 129 "Disclosures of Information about an
Entity's
Capital Structure." SFAS No. 128 provides a different method of calculating
earnings
per share than is currently used in accordance with Accounting Principles
Board
Opinion No. 15, "Earnings Per Share." SFAS No. 128 provides for the
calculation
of "Basic" and "Dilutive" earnings per share. Basic earnings per share
includes no
dilution and is computed by dividing income available to common shareholders by
the weighted average number of common shares outstanding for the period.
Diluted
earnings per share reflect the potential dilution of securities that could
share in the
earnings of an entity, similar to fully diluted earnings per share. SFAS no.
129
establishes standards for disclosing information about an entity's capital
structure.
SFAS no. 128 and SFAS no. 129 are effective for financial statements issued
for periods ending after December 15, 1997. Their implementation is not
expected to have a material effect on the financial statements.
The Financial Accounting Standards Board has also issued SFAS No.
131, No. 130, "Reporting Comprehensive Income" and SFAS no. 131, "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 130
establishe
s standards for reporting and display of comprehensive income, its component
and accumulated balances. Owners and distributors to owners define
comprehensive
income to include all changes in equity except those resulting from
investments.
Among other disclosures, SFAS no. 130 requires that all items that are
required to be
recognized under current accounting standards as components of comprehensive
income be reported in a financial statement that displays with the same
prominence
as other financial statements. SFAS no. 131 supersedes SFAS no. 14 "Financial
Reporting for Segments of a Business Enterprise." SFAS no. 131 establishes
standards
on the
way that public companies report financial information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements issued to
the public. It also establishes standards for disclosure regarding products
and services, geographic areas and major customer. SFAS no. 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance.
SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and requires comparative information for
earlier years to be restated. Because of the recent issuance of the standard,
management has been unable to fully evaluate the impact, if any the standard
may have on future financial statement disclosures. Results of operations
and financial position, however, will be unaffected by implementation of the
standard.
Inflation
In the opinion of management, inflation will not have a material effect
on the operations of the Company.
Risk Factors and Cautionary Statements
This Registration Statement contains certain forward-looking statements.
The Company wishes to advise readers that actual results may differ
substantially
from such forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from
those
expressed in or implied by the statements, including, but not limited to, the
following:
the ability of the Company to meet its cash and working capital needs, the
ability
of the Company to successfully market its product, and other risks detailed in
the
Company's periodic report filings with the Securities and Exchange Commission.
- -5-
Quarterly Trends.
The Company expects moderate revenue in the fourth quarters. Significant
revenue
growth will be experienced in the 1st and 2nd quarters of 1999 when revenue
begins on
the building presently being installed.
Liquidity and Capital Resources
Since October 15,1999 the Company has funded its cash requirements
through equity transactions. The telecommunication equipment used by Global
E-COMM, S.A., is paid for thus carry no immediate liquid problems.
Year 2000 Compliance
The Company is reviewing its computer systems and operations, as
well as the components for its systems, to determine the extent to which the
business will be vulnerable to potential errors and failures as a result if the
"Year 2000" problem. The year 2000 problem results from the use of
computer programs which were written using only two digits (rather t
han four digits) to define applicable years. On January 1, 2000, any clock
or date recording mechanism, including date sensitive software which uses
only two digits to represent the year, could recognize a date using "00" as
the year "1900", rather than the year "2000". This could result in system
failures or miscalculations, causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send
invoices, and provide
services or engage in similar activities. These failures, miscalculations and
disruptions could have a
material adverse effect on our business, operations, and financial conditions.
The Company's software and hardware components in its systems are Y2K
compliant, and the Company is taking steps to make sure its developed s
ystems are Y2K compliant and the system components are Y2K compliant.
The Company has made inquiries to its outside suppliers to ascertain
if such suppliers are Y2K compliant. At this time, management is satisfied
that such suppliers have made or are making appropriate examinations and
necessary upgrades to insure Y2K readiness. However, the Company
not depend exclusively on one supplier, and, therefore, does not anticipate
any significant interruption in materials and supplies in the event that any
particular supplier experiences Y2K problems. Although the Company
does not anticipate any material adverse effects, it cannot guarantee that
no disruption in products or services will occur if multiple suppliers
experience Y2K problems.
The Company has not experienced and does not anticipate any
extraordinary expenses related to Y2K. The Company will continue to
monitor its internal systems and keep in close touch with its outside
suppliers to insure that its operations are not materially affected by Y2K.
Currently, the Company does not have contingency plans in place
to deal with unanticipated Y2K disruptions if they occur. Such
unanticipated disruptions could have an adverse effect on the Company's
operation.
- -6-
Results of Operations
A summary of our audited balance sheets for the years ended
December 31, 1997, and 1998, and the interim statements for October 31,
999, are as follows:
Ended Years ended
December 31, Interim Period
1997 1998 October 31, 1999
Cash/Cash Equivalents $ 0 0 $ 149,896
Current Assets 0 0 361,126
Total Assets $ 0 0 $ 738,809
Current Liabilities $ 0 $1,450 $ 42,010
Total Liabilities 0 1,450 42,010
Total Stockholder
Equity $ 0 $ 0 $ 696,799
Total Liabilities &
Stockholders Equity $ 0 <1,450> 738,809
Summary Revenue Statement
The following summarizes the results of the Company's operations for the
years ended
December 31,1997, and 1998, and 1999, for the interim period ended October
31, 1999.
CONSOLIDATED STATEMENTS OF OPERATIONS
Cumulative from
from
ten Month Ended Years Ended January 26, 1989
October 31, December 31, (Inception) to
1999 1998 1997 1998 October 31, 1999
(Unaudited)
REVENUE:
Sales and
Other Income $ 0 $0 0 $ 0 0
Cost of Goods Sold
GROSS PROFIT ON SALES
OPERATING
EXPENSES: 13,60 1,450 1,450 0 16,050
Total expenses
NET LOSS <13,600> <1,450> <1,450> 0 <16,050>
LOSS PER SHARE:
Basic
Diluted
- -7-
Plan of Operation
The Company now has its first international satellite installed
and operational along with phone lines and servers a
nd is commercially selling and installing its telecommunications
lines and equipment in the Mercedes and Escobar building in
Costa Rica. The Company's preparing a Private Placement
Memorandum to raise $500,000.00 for sale in November or
December of 1999. The proceeds from this sale, if successful,
will be sufficient to furnish with capital needed.
The basic operation on the La Maseta building is billing
in excess of $15,000.00 per month and has a total potential
of $30,000.00 per month. When each contracted building
comes on line the fees charges project in excess of $30,000.00
per month plus $.40 a minutes use charges.
ITEM 3. Description of Property
The corporation leases its main operation facility and satellite
location of 3,500 square feet plus the roof of the La Mesata Building
on Sala Gorbo in San Jose, Costa Rico.
ITEM 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best of the
Company's knowledge, as of June 31, 1999, with respect to each
person known by the Company to own beneficially more than 5%
of the outstanding Common Stock, each director and all directors and
officers as a group.
Name and Position Title of Amount of Percentage
Address Class Shares
Alexander Anderson President Common 400,000 2%
16-1 Aspenwood Drive.
Port Moody, BC V3H4X8
Robert Hogarth Vice President Common 400,000 2%
125 South Ridge Road
Ile Bizard, Quebec H9E1B3
(1) Antal Markus Secretary Common 400,000 2%
200 Merlin Court
Kelowna, BC V1V1N2
Management as a Group 1,200,800 6%
E-Vegas.COM, Inc. Common 10,000,000 47%
1128-789 West Pender St.
Vancouver, BC V6C1H2
Michael Laidlaw Common 1,000,000 5%
55 Fallon Way
Isle of Dog
London, UK E14GUP
(1) Antal Markus the secretary and a director of the Company is also an
officer and director of E-Vegas.COM, Inc., and the beneficial owner of
10,000,000 shares of the issuer.
- -8-
ITEM 5. Directors, Executive Officers, Promoters and Control Persons
Executive Officers and Directors
The executive officers and directors of the Company are as follows:
Alexander Anderson President/Director
16-1 Aspenwood Dr.
Port Moody, BC V3H4X8
Robert Hogarth Vice President/Director
125 South Ridge Dr.
Ile Bizard, Quebec H9E1B3
Antal Markus Secretary/Director
200 Merlin Court
Kelowia, BC V1V1N2, IN 47904
Alexander Anderson, President/Director
Mr. Anderson has been an officer and director since September 5, 1998.
Mr. Anderson is a veteran of 30 years in the Financial Service
Industry. He had held senior positions in all aspects of Banking
and has specialized in serving the investment industry for the
last 5 years. He has managed both retail and commercial branch
operations and more recently has operated as an officer and
director of a publicly traded telecommunications company
specializing in providing fiber optic services to Asia.
Robert Hogarth, Vice President/Director
Mr. Hogarth has spent 30 years in the golf business where he
developed his expertise in marketing and management. For
the past 7 years he has been the Director of Golf at one of the
most prestigious gold clubs in North America. He is currently
located in Montreal and was a founding director of a publicly
traded telecommunications company operating in Asia.
Antal Markus, Secretary, Director
Mr. Markus has been engaged in the promotion and
development of a number of public companies that have
traded in the United States and Canada. Prior to being
engaged by the issuer Mr. Markus was the president of
Fundamental Financial Corporation, a Nevada public
Company and the president of its predecessor Merlin
Resources of Canada.
ITEM 6. Executive Compensation
The three officers and directors are not presently receiving a
ny direct compensation, however, the Board of Directors has authorized
a 3,000,000 share employee stock option plan, excercisable at $.50 a share.
- -9-
ITEM 7. Certain Relationships and Related Transactions
On October 2, 1999, the issuer acquired 100% of the equity
interest of Global E-COM, S.A., a Costa Rican corporation, engaged
in the telecommunications business from E-Vegas.COM, Inc., a
Nevada publicly traded company in exchange for 10,000,000 shares
of $.0001 par value common stock, Mr. Antal Markus, a recently
director and an officer of the Company and is a 5% shareholder of that
company. E-Vegas.COM, Inc., is the owner of 47% of the issuer
and is an affiliate and control shareholder.
The President of Global E-COM, S.A., Erwin Liem, is also
an officer and director of E-Vegas.COM, Inc., and a 5% shareholder
of that company.
Mr. Michael Laidlaw, an English investor, purchased 1,000,000
shares of the issuer for $150,000.00 in cash on October 16, 1999 and is
now a 5% equity owner of the issuer.
ITEM 8. Description of Securities
Common Stock
The Company is authorized to issue 100,000,000 shares of
Stock, par value $.0001 par value common stock of which 10,000,000
shares were issued and outstanding as of December 31, 1998 and a total of
21,000,000 are issued and outstanding as of October 31, 1999. All shares
of common stock have equal rights and privileges with respect to voting,
liquidation and dividend rights. All shares of Common Stock entitle the
holder thereof to (I) one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available
therefor; and (iii) to participate pro rata in any distribution of assets
available for distribution upon liquidation of the Company. Stockholders
of the Company have no preemptive rights to acquire additional shares
of Common Stock or any other securities. The Common Stock is not
subject to redemption and carries no subscription or conversion rights.
All outstanding shares of Common Stock are fully paid and non-assessable.
PART II
ITEM 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters
The shares of Presidents Telecom, Inc., the Registrant, trade on the OTC
Bulletin Board under the symbol "PRTE" with a Standard and Poors
Cusip # 74101P107. The issue formerly traded on the OTC Bulletin
Board as Dimension House, Inc., symbol "DHIE".
As of December 31, 1998 there were 59 shareholders of record
and 61 shareholders of record as of October 31, 1999. The recent high and
low bids from the National Quotation Bureau were:
High Low
December 31, 1998 .05 .03
March 31, 1999 .03 .06
June 30, 1999 .05 .15
September 30, 1999 .15 .25
- -10-
There are five broker-dealers listed as traders of the Company stock.
Sharp Securities Brockington Securities
Hill-Thompson Herzog Securities
Paragon Securities
These quotations reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not represent actual transactions
The Company's shares will be subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), commonly referred to as the
"penny stock" rule. Section 15(g) sets forth-certain
requirements for transactions
in penny stocks and title 15g-9(d)(1) incorporates the definition of penny
stock that is found in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity security
that has a market price less the $5.00 per share, subject to certain exceptions
. Rule 3a51-1 provides that any equity security is considered to be penny
stock unless that security is: registered and traded on a national securities
exchange meeting specified criteria set by the Commission; authorized for
quotation from the NASDAQ stock Market; issued by a registered investment
company; excluded from the definition on the basis of
price (at least $5.00 per share) or the issuer's net
tangible assets; or exempted
from the definition by the
Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker
- -dealers who sell penny stocks to persons other than established customers
and accredited investors, who generally are persons with assets in excess
of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such security and must
have
received the purchaser's written consent to the transaction prior to the
purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules
require the delivery, prior to the first transaction, of a risk disclosure
document
relating to the penny stock. A broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative, and
current
quotations for the securities. Finally, monthly statements must be sent
disclosing
recent price information for the penny stocks held in account and information
on
the limited market in penny stocks. Consequently, these rules may restrict the
ability of broker-dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability to shareholders to sell their shares.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash
dividends or
make distributions in the foreseeable future. The Company currently intends
to
retain and invest future earnings to finance its operations.
ITEM 2. Legal Proceedings
There are no legal suits filed on of pending against the Company that it is
aware that would have a material, adverse effect on the Company.
ITEM 3. Changes in and Disagreements with Accountants
There have been no changes in or disagreements with accountants.
- -11-
ITEM 4. Recent Sales of Unregistered Securities
On October 15, 1999 the Company was authorized to issue 10,000,000 shares
of common stock to E-Vegas.COM, Inc., a Nevada corporation, pursuant to a
purchase
agreement entered into October 2, 1999 and approved at a Special Meeting of
Shareholders held October 15, 1999. Shares were issued in exchange for 100%
of the equity interests of Global E-COMM, S.A., a Costa Rican corporation.
On or about October 17, 1999, 1,000,000 shares of the Company's authorized but
unissued common stock was sold to Michael Laidlaw, an English investor for
$150,000.00
ITEM 5. Indemnification of Directors and Officers
The By-laws of the Company provide for indemnification of the Company's
Officers and Directors against liabilities arising due to certain acts
performed
on behalf of the Company. Because indemnification for liabilities arising
under the Securities Act may not be permitted to Directors, Officers or persons
controlling the Company, pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities Commission
such indemnification is against public policy as expressed in such Act and
is therefore unforceable.
Transfer Agent
The Company has designated Alexis Stock Transfer 42450 Bob Hope
Drive #225, Rancho Mirage, California 92270.
PART F / S
The Company's financial statements for the fiscal year ended December 31,
1996, 1997 and
1998 and Ocotber 31, 1999 (unaudited) have been examined
to the extent indicated in their
reports by Barry Friedman, independent certified public accountants, and have
been prepared in accordance with generally accepted accounting principles and
pursuant to Regulation S-B as promulgated by the Securities and Exchange
Commission and are included herein in response to Item 15 of this Form 10-SB.
PRESIDENTS TELECOM
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Financial Statements
October 30, 1999 and December 31, 1998
Contents
Balance Sheets
Statements of Operations
Statements of Stockholders Equity
Statements of Cash Flows
Notes to Financial Statements
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Balance Sheet
ASSETS
October 31 December 31
1999 1998
CURRENT ASSETS
Cash $ 149,896 $ 0
Accounts and
Notes Recievable 361,126 0
Total Current Assets 511,022 0
FIXED ASSETS
Satellite 131,035 0
Telecom Equipment 84,339 0
Computer Equipment 3,300 0
Furniture 9,114 0
Total Fixed Assets 227,788 0
TOTAL ASSETS $ 738,809
The accompanying notes are an integral part of these
Financial statements.
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Balance Sheet Continued
LIABILITIES AND STOCKHOLDERS EQUITY
October 31, December 31,
1999 1998
CURRENT LIABILITIES
Officer Advances $ 1,450 $ 1,450
Loan Payable 40,560 0
TOTAL LIABILITIES 42,010 1,450
STOCKHOLDERS EQUITY
Common stock 100,000,000
Authorized at $.0001 par
Value issued and outstanding
At October 31, 1999 2,100 125
And 10,000,000 shares
At December 31, 1998
Paid in Capital 710,749 875
Reatined Earnings (Loss) <2,450> <2,450>
Net Income <13,600> <1,450>
Total Liabilities
And Stockholders Equity $738, 708 0
The accompanying notes are an integral part of these
Financial statements
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Statement of Operations
October 31 December 31
1998 1999
REVENUES $ - $ -
OPERATING EXPENSES
General, Selling
And Adminstration 13,600 1,450
NET LOSS <13,600> <1,450>
Basic Net Loss
Per Share .0006 <.002>
Weighted Average Number
Of Shares Outstanding 11,100,000 1,250,000
The accompanying notes are an integral part of these
Financial statements
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Statement of Stockholders Equity
Deficit
Accumulated
Additional During the
Common Stock paid in Development
Shares amount capital Stage
Balance
December
31, 1995 2,500 $ 1,000 0 $<1,000>
Net loss
Year ended
December
31, 1996 2,500 1,000 0 <1,000>
Net loss
Year ended
December
31, 1997 - - - 0
Balance
December
31, 1997 2,500 1,000 0 <1,000>
September - <1,000> 1,000 -
2, 1998
changed
from
no par
value
to $.0001
September 1,247,500 125 <125> -
2, 1998
forward
stock split
500 to 1
Net Loss - - - <1,450>
Year ended
December
31, 1998
Balance 1,250,000 <125> <875> <2,450>
December
31, 1998
January 8,750,000 1,000 <875> <2,450>
1, 1999
Forward
Stock
8 to 1
Stock 10,000,000 1,000 710,749 -
Issue
October
2, 1999
Stock 1,000,000 100 149,900 -
Issue
October
17, 1999
Net Loss
October
31, 1999 - - - 13,600
Balance
October
31, 1999 21,000,000 21,000 710,749 <16,050>
The accompanying notes are an integral part of these
Financial statements
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Statement of Cash Flows
From
For the Inception on
Ten months for the February 10
Ended years ended 1997 through
October 31 December 31 October 31
1999 1998 1997 1999
CASH FLOWS FROM OPERATING ACTIVITY
Net Loss <13,600> - - <13,600>
(Increase)<138,000> - - <138,000>
accounts
receivable
related
party
(Increase)<34,218> - - <34,218>
in
deposits
(Increase) 40,560 - - 40,560
loan
payable
Net <131,658> - - <131,658>
Cash used
By operating
activity
CASH FLOWS FROM INVESTING ACTIVITIES
Investments<220,066> - - <220,066>
Purchased
Purchase <227,788> - - <227,788>
Of
Equipment
Net Cash <447,854> - - <447,854>
Used by
Investments
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds 711,849 - - 711,849
From
Common stock
Cash at 118,738 - - 118,738
End of
period
The accompanying notes are an integral part of these
Financial statements
PRESIDENTS TELECOM, INC.
(Formerly Dimension House, Inc.)
(Formerly Balcor International)
(Formerly Energy Realty Corp.)
(A Development Stage Company)
Notes to the Financial Statements
October 31, 1999 and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 4, 1987, under
the laws of the State of Nevada, as Energy
Realty Corp. On July 31, 1992, the
name changed to Balcor International. On December
18, 1998, the Company's name changed to
Dimension House, Inc. The company commenced operations
in the month of October 1999, and, in accordance with
SFAS #7, is still considered a development stage company.
On May 5, 1987, the company issued 2,500 shares
of its no par value common stock for $ 1,000.00
for cash.
On September 2, 1998, the State of Nevada approved
the Company's restated Articles of Incorporation,
which increased its capitalization from 2,500
common shares of no par value stock to 25,000,000
common shares of $.0001 Tar value.
I
On September 2, 1998, the Company forward split
it's common stock 500:1, thus increasing the number
of outstanding common shares from 2,500 shares to
1,250,000 shares.
On December 18, 1998, the State of Nevada approved the
Company's restated Articles of Incorporation,
which increased its capitalization from 25,000,000
common shares to 100,000,000 common shares. The
par value remained unchanged at $.0001.
Effective January 1, 1999 he Company forwarded split
its common stock of a 8:1 basis bringing the
outstanding shares to 10,000,000 shares.
On October 2 the Company entered into a purchase
agreement to acquire 100% of equity interest of Global
E-COM, S.A. a Costa Rican telecommunications company
from E-Vegas.COM. Inc., a Nevada corporation for
10,000,000 shares of authorized and unissed common
stock.
On October 28, 1999 the corporate name was
to Presidents Telecom, Inc.
NOTE 2. SUMMARY OF SIGNIFICANT ACOUNTING PRINCIPLES
A. Accounting Method
The Company's financial statements are prepared using
the accrual method of accounting. The Company has
elected December 31 year end.
B. Cash Equivalents
The Company considers all highly liquid investments
with a maturity of three months or less when
purchased to be cash equivalents.
C. Estimates
The preparation of financial statements in
conformity with generally accepted accounting
principles requires management to make estimates
and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported amounts of revenues and
expenses during the reporting period. Actual
results could differ from those estimates.
d. Basic Loss Per Common Share
Basic loss per common share has been
calculated based on the weighted average
number of shares of common stock outstanding
during the period.
e. Income Taxes
No provision for federal income taxes has been made
at October 31, 1999 due to the accumulated operating losses.
The Company has accumulated approximately $13,600
of a net operating loss as of October 31, 1999
which may be used to reduce taxable income and
income taxes in future years through 2014. The
uses of these losses to reduce future income
taxes will depend in the generation of sufficient
taxalbe prior to the expiration of the net
operating loss carryforwards.
In the event of certain changes in control of
the Company there will be an annual limitation
on the amount of net operating loss carryforwards
which can be used. The potential tax benefits
of the net operating loss carryforwards have
been offset by a valuation allowance of the same.
f. Fixed assets
Fixed assets are stated at cost, less accumulated
depreciation. Depreciation is computed using the
straight line method over the estimated useful
lives of the assets ranging from 3 to 5 years.
Expenditatures for property additions and betterments
are capitialized at cost. Maintenance and repairs
are charged to expense when incurred.
NOTE 3. ACCOUNTS RECEIVALBE - RELATED PARTY
The Company has related party accounts recievable consisting of the following
at October 31, 1999:
E-Vegas.COM, Inc 30,000
Siglio XXI 13,000
Ansbacher 100,000
Allied Telecom 220,066
Total 358,066
NOTE 4. SHAREHOLDER LOAN
The Company has a note payable to a shareholder
in the amount of $40,500 at October 31, 1999. The
amount is non-interest bearing and due on demand.
Note 5. COMMON STOCK
On October 15, 1999 the Company issued 10,000,000
shares of common stock to E-Vegas, Inc., pursuant
to a purchase agreement entered into October 2, 1999.
On October 17, 1999 the Company sold 1,000,000
shares of common stock for $150,000 in cash.
NOTE 8. GOING CONCERN
The Companys financial statements are prepared using
generally accepted accounting principles to a going
concern which contemplates the realization of assets
and liquidation of liabilities in the normal course
of business. The Company had not established revenues
sufficient to cover its operating costs and allow it
to continue as a going concern. Management believes
that the company will soon be able to generate revenues
sufficient to cover its operating costs. Currently
management is committed to covering all operating
and other costs until sufficient revenues are generated.
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 31, 1998
December 31, 1997
December 31, 1996
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT
ASSETS .....
LIABILITIES AND STOCKHOLDERS' EQUITY
STATEMENT OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY ...
STATEMENT OF CASH FLOWS .............
NOTES TO FINANCIAL STATEMENTS .......
BARRY L. FRIEDMAN, RIC.
Certified Public Accountant
1582 TULITA DRIVE
LAS VEGAS, NEVADA 89123
Board of Directors
Dimension House, Inc.
Newport Beach, California
INDEPENDENT AUDITORS' REPORT
OFFICE (702) 361-8414 FAX NO. (702) 896-0278
October 14, 1999
I have audited the accompanying Balance
Sheets of Dimension House, Inc.,(Formerly Balcor International)
,(Formerly Energy Realty Corp.),(A Development Stage Company),
as of December 31, 1998, December 31, 1997, and December
31, 1996, and the related statements of operations, stockholders,
equity and cash flows for the three years ended December 31,
1998, December 31, 1997, and December 31, 1996. 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 we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. 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 Dimension
House, Inc., (Formerly Balcor International), (Formerly Energy
Realty Corp.), (A Development Stage Company), as of December
31, 1998, December 31, 1997, and December 31, 1996, and the
results of its operations and cash flows for the three years ended
December 31, 1998, December 31, 1997, and December 31,
1996, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared a
ssuming the Company will continue as a going concern. As
discussed in Note #3 to the financial statements, the Company
has no established 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.
Barry L . Friedman
Certified Public Accountant
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
ASSETS
December31 December 31 December 31
1998 1997 1996
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT
ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER
ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial statements
- -2-
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
December December December
31, 1998 31, 1997 31, 1996
CURRENT LIABILITIES
Officers Advances
(Note #6) $ 1,450 $ 0 $ 0
TOTAL CURRENT
LIABILITIES $ 1,450 $ 0 $ 0
STOCKHOLDERS' EQUITY (Note #1)
Common stock, no par value,
authorized 2,500 shares
issued and outstanding at
December 31, 1996-2,500 shares $ 1,000
December 31, 1997-2,500 shares $ 1,000
Common stock,par value,$.0001
authorized 100,000,000
shares issued and outstanding at
December 31,
1998-1,250,000 shs $ 125
Additional paid in
Capital 875 0 0
Accumulated loss -2,450 -1,000 -1,000
TOTAL STOCKHOLDERS'
EQUITY $ -1,450 $ 0 $ 0
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
The accompanying notes are an integral part of these finan
cial statements
- -3-
DIMEMSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Year Year May 4, 1987
Ended Ended Ended (inception)
Dec. 31, Dec. 31 , Dec. 31, to Dec. 31,
1998 1997 1996 1998
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
General, Selling
and Administrative $ 1,450 $ 0 $ 0 $ 2,450
Total Expenses $ 1,450 $ 0 $ 0 $ 2,450
Net Profit/Loss(-) $ -1,450 $ 0 $ 0 $ -2,450
Net Profit/Loss(-)
per weighted
share (Note #1) $ -.0012 $ .0000 $ .0000 $ -.0020
Weighted average
number of common
shares outstanding 1,250,000 1,250,000 1,250,000 1,250,000
The accompanying notes are an integral part of these finan
cial statements
- -4-
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY-
Additional Accumu-
Common Stock paid-in lated
Shares Amount capital Deficit
Balance,
December
31, 1995 2,500 $ 1,000 0 -1,000
Net loss
year ended
December
31,1996 - - - 0
Balance,
December
31, 1996 2,500 $ 1,000 $ 0 $ -1,000
Net loss
year ended
December
31, 1997 - - - 0
Balance,
December
31, 1997 2,500 $ 1,000 $ 0 $ -1,000
September 2, 1998
changed from
no par value
to $.0001 - -1,000 1,000 -
September 2, 1998
forward stock split
500:1 1,247,500 +125 -125 -
Net loss year ended
December 31, 1998
-1,450
Balance,
December
31, 1998 1,250,000 $ 125 $ 875 $ -2,450
The accompanying notes are an integral part of these financial
statements
- -5-
DIMENSION HOUSE, INC. (FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Year Year May 4, 4987
Ended Ended Ended Inception
Dec. 31, Dec. 31, Dec. 31,to Dec 31,
1998 1997 1996 1998
Cash Flows from
Operating Activities
Net Loss -1,450 0 0 -2,450
Adjustment to reconcile
net loss to net cash
provided by operating
activities 0 0 0 0
Changes in
assets and liabilities
Officers Advances 1,450 0 0 1,450
net cash used in
operating activities $ 0 $ 0 $ 0 $ -1,000
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of common
stock for cash 0 0 0 +1,000
Net increase(decrease)
in cash $ 0 $ 0 $ 0 $ 0
Cash,
beginning of period 0 0 0 0
Cash,
end of period 0 $ 0 $ 0 $ 0
The accompanying notes are an integral part of these finan
cial statements
- -6-
DIMENSION HOUSE, INC.
(FORMERLY BALCOR.INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL
STATEMENTS
December 31, 1998, December 31, 1997,
and December 31,1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 4, 1987, under
the laws of the State of Nevada, as Energy
Realty Corp. On July 31, 1992, the Company's
name changed to Balcor International. On
December 18, 1998, the Company's name
to Dimension House, Inc. The company currently
has no operations and, in accordance with
SFAS #7, is considered a development stage company.
On May 5, 1987, the company issued 2,500 shares
of its no par value common stock for $ 1,000.00 for
cash.
On September 2, 1998, the State of Nevada approved
the Company's restated Articles of Incorporation,
which increased its capitalization from 2,500
common shares of no par value stock to 25,000,000
common shares of $.0001 Tar value.
I
On September 2, 1998, the Company forward split
it's common stock 500:1, thus increasing
the number of outstanding common shares
from 2,500 shares to 1,250,000 shares.
On December 18, 1998, the State of Nevada a
pproved the Company's restated Articles of
Incorporation, which increased its capitalization
from 25,000,000 common shares to 100,000,000
common shares. The par value remained unchanged
at $.0001.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been
determined except as follows:
1. The Company uses the accrual method
of accounting.
2. Earnings per share is computed using
the weighted average number of common shares outstanding.
3. The Company has not yet adopted a
ny policy regarding payment of dividends
. No dividends have been paid since inception.
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 merger with an existing
operating company.
- -7-
DIMENSION HOUSE, INC.
(FORMERLY BALCOR INTERNATIONAL)
(FORMERLY ENERGY REALTY CORP.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS C
ONTINUED
December 31, 1998, December 31, 1997, and
December 31, 1996
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding
to acquire any additional shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or
personal property. Office services are provided
without charge by a director. Such costs are
immaterial to the financial statements and,
accordingly, have not been reflected therein.
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 6 - OFFICERS ADVANCES
While the Company is seeking additional capital
through a merger with an existing operating
company, an officer of the Company has advanced
funds on behalf of the Company to pay for any costs
incurred by it. These funds are interest free.
NOTE 7 - SUBSEQUENT EVENT
Effective January 1, 1999, the Company forward
split it's common stock 8:1, thus increasing t
he number of outstanding common shares from
1,250,000 shares to 10,000,000 shares.
PART III
ITEM 1. Index to Exhibits
The following exhibits are filed with this Registration Statement.
A. 1- Articles of Incorporation, dated 1-26-1989, and Amendments to Articles
of Incorporation
2- Amendments
B. By-laws
C. Purchase Agreement
D. Subscription Agreement and Investment Letter
E. Financial Statements
1- December 31, 1996, 1997, & 1998
2- October 31, 1999
EX-1
SIGNATURES
In accordance with Section 12 of the Securities
and Exchange Act of 1934, the registrant caused this
registration statement to be signed on its behalf by
the undersigned, thereunto duly organized.
PRESIDENTS TELECOM, INC.
(Registrant)
Date: _______________ 1999 By:____________________________________
Alexander Anderson, President
By:____________________________________
Robert Hogarth, Vice President
By:___________________________________
Antal Markus, Secretary
CERTIFICATE OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
The undersigned President and Secretary if
DIMENSION HOUSE, INC., a Nevada corporation
, pursuant to the provisions of Section 78.385
and 78.390, of the Nevada Revised Statues, for
the purpose of amending the Articles of Incorporation
of the said Corporation, do certify as follows:
That the Board of Directors of the said corporation,
at a meeting duly convened and held on the 15th day
of October, 1999, adopted resolutions to amend the
Articles of Incorporation, ad follows:
ARTICLE I shall be amended as follows:
ARTICLE I - NAME
The name of the Corporation shall be PRESIDENTS
TELECOM, INC.
The foregoing amendment to the Articles of Incorporation
were duly adopted by the written consent of the shareholders
of the Corporation, pursuant to Section 78.320 of the Nevada
Revised Statue, on October 15th, 1999.
The number of shares of Common Stock of the Corporation
outstanding and entitled to vote on the forgoing amendment
to the Articles of Incorporation on October 15th, 1999 were
10,000,000 shares and the said amendments were approved and
consented to by 8,000,000 shares, being voted on person or
by proxy, which represented more that a 50% majority of the
issued and outstanding shares of the Common Stock of the Corporation.
The undersigned President and Secretary of the Corporation
hereby declare that the forgoing Certificate of Amendment
to the Articles of Incorporation is true and correct to the
best of their knowledge and belief.
In witness whereof, this certificate has been executed by
the undersigned on October 15th, 1999.
Antal Markus, Secretary
Alexander Anderson, President
KENNETH SHERK
NOTARY PUBLIC
STE. 300 1497 MARINE DRIVE
WEST VANCOUVER, B.C.
V7T 1B8
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
BALCOR INTERNATIONAL
The undersigned, being the President and the Secretary
if Balcor International, a Nevada Corporation, hereby
certify that by majority vote of the Board of Directors
and majority vote of the stockholders at a meeting held
on 10 December 1998, it was voted and adopted a resolution
to amend the original Articles of Incorporation as follows:
The undersigned further certify that ARTICLES ONE and
FOUR of the original Articles of Incorporation filed
on the 4th day of May 1987 herein is amended to read
as follows:
ARTICLE ONE, NAME is amended to read:
The name of the Corporation shall be:
"Dimension House, Inc."
ARTICLE FOUR, CAPITAL STOCK is amended to read:
The total number of authorized capital stock is increased
to One Hundred Million (100,000,000) shares at $.0001 par
value per shares shall be authorized. Sad share at $.0001
per value may be issued by the corporation from time to time
for such consideration as may be fixed by the Board of Directors.
The Corporation declare a 8 shares for each 1 share forward
stock split to be effective January 1, 1999.
The undersigned hereby certify that they have on this 10th
December 1998 executed this Certificate Amending that original
Articles of Incorporation heretofore filed with the Secretary
of State of Nevada.
M. Zapara, President
Vivienne Furlong, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATIO
OF
BALCOR INTERNATIONAL
The undersigned, being the Chairman and Secretary of
Balcor International, a Nevada Corporation, hereby certify
that by majority vote of the Board of Directors and majority
vote of the stockholders at a meeting held on 5th May 1994,
it was agreed by unanimous vote that this CERTIFICATE AMENDING
ARTICLES OF INCORPORATION be files.
The undersigned further certify that ARTICLES FOUR of the original
Articles of Incorporation filed in the 4thg day of May 1987 herein
is amended to read as follows:
RESOLVED that Article Fourth is hereby amended to read as follows:
The total number of authorized capital stock is increased to Twenty
Five million (25,000,000) shares at $.0001 par value per share
shall be authorized. Said shares at $.0001 par value may be issued
by the corporation from time to time for such consideration as may
be fixed from time to time by the Board of Directors.
RESOLVED, that the Corporation declare a 500 to 1 forward stock split
to be effective May 31, 1994.
The undersigned hereby certify that they have on this 5th may 1994
executed this Certificate Amending that original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.
M. Zapaara, Chairman/President
Maria Contreras, Secretary
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
ENERGY REALTY CORP.
The undersigned, being the Chairman and the Secretary of
Energy Reality Corp., a Nevada corporation, hereby certify
that by majority vote of the Board of Directors and majority
vote of stockholders at a meeting held on July 29, 1992, it
was agreed by unanimous vote that this CERTIFICATE AMENDING
ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles
of Incorporation of ENERGY REALTY CORP., were filed with the
Secretary of State of Nevada of the 4th day of May 1987,
and a certified copy of said Articles were filed with the
Carson City Clerk. The undersigned further certify that
ARTICLES FIRST of the original Articles of Incorporation
filed on the 4th day of May 1987 herein is amended to read
as follows:
ARTICLES FIRST
The name of the corporation shall be:
Balcor International
The undersigned hereby certify that they have on this 29th
day of July 1993 executed this Certificate Amending that
original Articles of Incorporation heretofore filed with
the Secretary of State of Nevada.
Allen Michaels, Chairman - President
Nicki Lyons, Secretary
State of California
County of Orange
On this 30th day of July 1992 before me the undersigned a
Notary Public in and for the County of Orange state of
California personally appeared Nicki Lyons known to me to be
the person who name(s) are subscribed to the foregoing
Certificate Amending Articles of Incorporation and
acknowledged to me that the executed the same
Lie Ann Chow
NOTARY PUBLIC in and for
Said State and County.
ARTICLES OF INCORPORATION
OF
ENEGRY REALTY CORP.
FIRST. The name of the corporation is:
ENERGY REALTY CORP.
SECOND. Its principle office in the State of Nevada is
located at 1000 East William Street, Suite 100, Carson
City, Nevada 89701, that this corporation may maintain
an office, or offices, in such other place within or
without the State of Nevada as may be from time to time
designated by the Board of Directors, or by the By-Laws
of said Corporation and that this Corporation may conduct
all Corporation business of every kind and nature, including
the holdings of all meetings of Directors and Stockholders,
outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is
formed are: To engage in any lawful activity, including,
but not limited to the following:
a. Shall have such rights, privileges and powers as may
be conferred upon corporation by existing law.
b. May at any time exercise such rights, privileges,
and powers when not inconsistent with the purpose and objects
for which this corporation is organized.
c. Shall have power to have succession by its corporate
name for the period limited in its certificate or articles
of incorporation and when no period is limited, perpetually,
or until dissolved and its affairs wound up according to law.
d. Shall have power to sue and be sued in any court
of law of equity.
e. Shall have the power to make contract.
f. Shall have power to hold, purchase and convey real
and personal estate and to mortgage or lease any such
real and personal estate with its franchises. The
power to hold real and personal estate shall include
the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or country.
g. Shall have the power to appoint such officers and
agents as the affairs of the corporation shall require
and to allow them suitable compensation,
h. Shall have power to make by-laws not inconsistent
with the constitution or laws of the Unites State, or
of the State of Nevada, for the management, regulation
and government of its affairs and property, the transfer
of its stock, the transaction of its business and the
calling and holding of meetings of its stockholders.
i. Shall have power to wind up and dissolve itself, or
be wound up or dissolved.
j. Shall have power to adopt and use a common seal or
stamp, and alter the same at pleasure, The use of a
seal or stamp by the corporation on any corporate documents
in not necessary. The corporation may use a seal or stamp,
if it desires, but such use or nonuse shall not in any way
affect the legality of the document.
k. Shall have power to borrow money and contract debts when
necessary for the transaction of its business or for the exercise
of its corporate rights, privileges or franchises, or for any other
lawful purpose of its incorporation; to issue bonds, promissory notes,
bills of exchange, debentures, and other obligations and evidences of
indebtedness, payable at a specific time or times, or payable upon
the happening of a specified event or events. Whether secured by mortgage,
pledge, or otherwise or unsecured for the money borrowed or in payment for
property purchased or acquired or for any other lawful object.
l. Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of
the capital stock of, or any bonds, securities or evidences of
the indebtedness created by, any other corporation or corporations
of the State of Nevada, or any other state or government and while
owners of such stock, bonds, securities, or evidences of indebtedness,
to exercise all the rights, powers and privileges of ownership including
the right to vote, if any.
m. Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefore its capital, capital surplus,
surplus, or other property or fund.
n. Shall have power to conduct business, have one or more offices
and hold, purchase, mortgage and convey real and personal property
in the State of Nevada and in any of the several states, territories,
possession and dependencies of the United States, the District of
Columbia, and any foreign countries.
o. Shall have power to so all and everything necessary and proper
for the accomplishment of the objects enumerated in its certificate
or articles of incorporation, or any amendment thereof, or necessary
or incidental to the protection and benefit of the corporation, and
, in general, to carry on any lawful business necessary or incidental
to its attainment of the objects of the corporation, whether or not
such business is similar in nature to the objects set forth in the
certificates of articles of incorporation of the corporation, or
any amendment thereof.
p. Shall have power to make donations for the public welfare of
for charitable, scientific, or educational purposes.
q. Shall have power to enter into partnerships, general or limited
or joint ventures connection with any lawful activities.
FOURTH. That the total number of voting common stock authorized
that may issued by the Corporation is TWENTY-FIVE HUNDRED (2,500)
share of stock without nominal or par value and no other class of
stock shall be authorized. Said shares without nominal or par
value may be issued by the Corporation from time to time for such
considerations as may be fixed from time to time by the Board of Directors.
FIFTH. The governing board of this corporation shall be knows as
directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the
By-Laws of this Corporation, providing that the number of directors
shall not be reduced to less than three (3), except that in cases
where all the shares of the corporation are unissued or owned
beneficially and of record by either one or two stockholders, the
number of directors may be less then three (3) but not less then the
number of stockholders.
The name and post office address of the first Board of Directors
shall be one (1) in number and listed as follows:
Name Post office address
Dorothy J. Laughlin 1000 East William Street, Suite 100
Carson City, Nevada 89701
SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to assessment to
pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
Name Post office address
Dorothy J. Laughlin 1000 East William Street, Suite 100
Carson City. Nevada 89701
EIGHTH. The resident agent for this corporation shall be:
Laughlin Associates, Inc.
The address of said agent, and, the principal or statutory
address of this corporation in the state of Nevada shall be:
1000 East William Street, Suite 100
Carson City, Nevada 89701
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized:
Subject to the by-laws, if any, adopted by the shareholders
to make, alter or amend the by-laws of the Corporation.
To fix the amount to be reserved as working capital over and
above its capital stock in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board to designate
one (1) or more committees, each committee to consist of one or
more directors of the Corporation, which, to extent provided on
the resolution, or in the by-laws of the Corporation, shall have
and may exercise the powers of the Board of Directors in the
management in the business and affairs of the Corporation. Such
committee, or committees shall have such name or 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.
When and as authorized by the affirmative vote of the stockholders
holding stock entitling them to exercise at least a majority of the
voting power given at Stockholders meeting called for that purpose
or when authorized by the written consent of the holders of at least
a majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell, lease
or exchange all of the property and assets of the Corporation,
including its goodwill and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient
and for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right
to subscribe for or receive additional shares of any class of
stock of the Corporation, whether not or hereafter authorized,
or any bonds, debentures or securities convertible into stock,
but such additional shares of stock or other securities
convertible into stock may be issued or disposed of by the
Board of Directors to such persons and on such terms as
in its discretion it shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders
for damages for breach on fiduciary duty as a director or an
officer involving any act or omission of any such director
or officer; provided, however, that the foregoing provisions
shall not eliminate or limit the liability of a director or
an officer (1) for acts or omissions which involve intentional
dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this article by the
stockholders of the Corporation shall be prospective only and
shall not adversely affect any limitation on the personal
liability of a director or officer of the Corporation for
acts or omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend,
alter, change or repeal any provision contained in the Articles
of Incorporation, in the manner now or hereafter prescribed by
statue, or by the Articles of Incorporation and all rights
conferred upon Stockholders herein are granted subject to this
reservation,
I, THE UNDERSIGNED, being the Incorporator hereinbefore names
for the purpose of forming a Corporation pursuant to the
General Corporation Law of the State of Nevada, do make and
files these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this 30th day of April 1987.
Dorothy J. Laughlin
State of Nevada
County of Carson
On this 30th day of April 1987, in Carson City, Nevada, before me,
the undersigned, a Notary Public in and for the County of Carson,
State of Nevada, personally appeared Dorothy J. Laughlin known
to me to be the person whose name is subscribed to the foregoing
document and acknowledge to me that he/she executed the same.
Leslie Shari Costanzo
NOTARY PUBLIC
BYLAWS
OF
BALCOR INTERNATIONAL
(formerly Energy Realty Corp.)
(the "Corporation").
Article 1.
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office may
be changed by the Board of Directors. The Corporation also may have
offices in such other places as the Board may from time to time designate.
The location of the initial principal office of the Corporation shall be
designated by resolution.
Article H.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws.
The meeting shall be held on the 3 1' of December of each year.
If such day is a legal holiday, the meeting shall be on the
business day. This meeting shall be for the election of Directors
and for the transaction of such other business as may properly come before it.
2. Special Meetings
Special meetings of shareholders, other than those
regulated by statute, may be called by the President upon
written request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written notice
of such meeting stating the place, the date and hour of the meeting,
the purpose or purposes for which it is called, and the name of the
person by whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and
hour of the meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called, which shall be
delivered not less than ten or more than fifty days before the date
of the meeting, either personally or by mail to each shareholder of record
entitled to vote at such meeting. If mailed,
I
such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the shareholder at his address as it appears
on the books of the Corporation, with postage thereon prepaid. Attendance
at the meeting shall constitute a waiver of notice thereof
4. Place of Meeting
The Board of Directors may designate any place, either within
or without the State of Nevada, as the place of meeting for any
annual meeting or for any special meeting called by the Board
of Directors. A waiver of notice signed by all shareholders entitled
to vote at a meeting may designate any place, either within or without
the State of Nevada, as the place for the holding of such meeting.
If no designation is made, or if a special meeting is otherwise called,
the place of meeting shall be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than
sixty days prior to any meeting as the record date for the purpose
of determining shareholders entitled to notice of and to vote at such
meetings of the shareholders. The transfer books may be closed by the
Board of Directors for a stated period not to exceed fifty days for
the purpose of determining shareholders entitled to receive payment
of any dividend, or in order to make a determination of shareholders for
any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote
, represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At a
meeting resumed after any such adjournment at which a quorum shall
be present or represented, any business may be transacted, which might
have been transacted at the meeting as originally noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote at
such meeting in person or by proxy. Except as may otherwise be provided
in the currently filed Articles of incorporation, every shareholder shall be
entitled to one vote for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be determined
by a majority of the vote's cast at a meeting of shareholders by the holders
of shares entitled to vote thereon.
8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized attorney
- -in-fact. Such proxy shall be filed
2
with the Secretary of the Corporation before or at the time of the
meeting. No proxy shall be valid after six months from the date
of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter thereof
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its
Board of Directors. The Board of Directors may adopt such rules
and regulations for he conduct of their meetings and the management
of the Corporation as they appropriate under the circumstances. The
Board shall have authority to authorize changes in the Corporation's
capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one
and five, as the Directors may by resolution determine from time to time.
Each of the Directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other notice
than by this Bylaw, immediately after and, at the same place as the annual
meeting of shareholders. The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings without other
notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice
of the time, place and purpose or purposes of each special meeting by mailing
the same at least two days before the meeting or by telephone, telegraphing
or telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a quorum
for the transaction of business, but less than a quorum may adjourn any meeting
from time to time until a quorum shall be present, whereupon the meeting may
be held, as adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice, any business
may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one vote.
The act of a majority of Directors present at a meeting shall be the act of the
full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall
be deemed to exist in the case of death,
resignation, or removal of any Director, or if the authorized number of
Directors is increased, or if the shareholders fail, at any meeting of the
shareholders,
at which any Director is to be elected, to elect the full authorized number
of
Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders holding a
majority of the shares outstanding and entitled to vote. Such vacancy shall
be filled by the Directors then in office, though less than a quorum, to hold
office until the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by election by the
shareholders at the meeting at which the Director is removed. No reduction
of the authorized number of Directors shall have the effect of removing any
Director prior to the expiration of his term of office.
9. Resignation
A Director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. A resignation
shall become effective upon its acceptance by the Board of Directors;
provided, however, that if the Board of Directors has not acted thereon
within ten days from the date of its delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board
of Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action(s) taken unless his dissent shall
be placed in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered
mail to the Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a Director who voted
in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting
of the Board of Directors or a stated salary as Director.
No such payment shall preclude any Director from serving
the Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members
of the Board of Directors shall have all the powers necessary
to function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum, until
such time as all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a
Chairman of the Board, who shall preside at all meetings of the
Board of Directors, and shall perform such other duties as may
be prescribed from time to time by the Board of Directors. The
Chairman may by appointment fill any vacancies on the Board
of Directors.
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected
by a majority of the Board of Directors. Such other Officers and assistant
Officers as may be deemed necessary may be elected or appointed by
the Board of Directors. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office except those
of President and Secretary. Any two or more offices may be held by the
same person. Officers may or may not be Directors or shareholders of the
Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders. If the
election of Officers shall not be held at such meeting, such election
shall be held as soon thereafter as convenient. Each Officer shall hold
office until his successor shall have been duly elected and shall have
qualified or until his death or until he shall resign or shall have been
removed in themanner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect upon
delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation will
be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or
appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require a majority vote
of the Board of Directors, exclusive of the Officer in question if he is also
a
Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be created,
may be filled by the Board of Directors for the un-expired portion
of the term.
6. President
The President shall be the chief executive and administrative Officer of the
Corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, at meetings of the Board of Directors.
He shall exercise such duties as customarily pertain to the office of
President
and shall have general and active supervision over the property, business, and
affairs of the Corporation and over its several Officers, agents, or employees
other
than those appointed by the Board of Directors. He may sign, execute and
deliver
in the name of the Corporation powers of attorney, contracts, bonds and other
obligations, and shall perform such other duties as may be prescribed from
time to
time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors or the President. In the absence or
disability of the President, the Vice President designated by the Board or the
President shall perform the duties and exercise the powers of the President.
A Vice President may sign and execute contracts and other obligations
pertaining to the regular course of his duties.
8. Secretary
6
The Secretary shall keep the minutes of all meetings of the stockholders and of
the Board of Directors and, to the extent ordered by the Board of Directors
or the President, the minutes of meetings of all committees. He shall cause
notice to be given of meetings of stockholders, of the Board of Directors, and
of any committee appointed by the Board. He shall have custody of the corporate
seal and general charge of the records, documents and papers of the
Corporation not pertaining to the performance of the duties vested in other
Officers, which shall at all reasonable times be open to the examination of
any
Directors. He may sign or execute contracts with the President or a Vice
President
thereunto authorized in the name of the Corporation and affix the seal of the
Corporation thereto. He shall perform such other duties as may be prescribed
from
time to time by the Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds
of the Corporation. He shall endorse on behalf of the Corporation for
collection
checks, notes and other obligations, and shall deposit the same to the credit
accounts
to any Director of the Corporation upon application at the office of the
Corporation
during business hours; and, whenever required by the Board of Directors or
the President, shall render a statement of his accounts. He shall perform such
other
duties as may be prescribed from time to time by the Board of Directors or
by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may
be assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the Corporation shall
be fixed from time to time by the Board of Directors, except that the Board
of Directors may delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate Officers or agents
. No Officer shall be prevented from receiving any such salary or compensation
by reason of the fact that he is also a Director of the Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent
of the Corporation shall execute to the Corporation a bond in such sums
and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the
Corporation, including responsibility for negligence and for the accounting
for all property, moneys or securities of the Corporation, which may come
into his hands.
Article V.
Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers, agent or
agents, to enter into any contract or execute and deliver any instrument
in the name of and on behalf of the Corporation and such authority may
be general or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or
advance shall be issued in its name, and no property of the
Corporation shall be mortgaged, pledged, hypothecated or transferred
as security for the payment of any loan, advance, indebtedness or liability
of the Corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to specific
instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies
or
other depositories as the Board of Directors may select, or as may be selected
by an Officer or agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or
Officers or such agent or agents of the Corporation and in such manner
as the Board of Directors fi7om time to time may determine.
Endorsements for deposits to the credit of the Corporation in any
of its duly authorized depositories shall be made in such manner as the
Board of Directors may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the
form of an appropriate legal writing, which shall be signed by
the President or Vice President and by the Treasurer or by the
Secretary, and sealed with the seal of the Corporation. The seal
may be facsimile, engraved or printed. Where such bond or debenture
is authenticated with the manual signature of an authorized Officer
of the Corporation or other trustee designated by the indenture of
trust or other agreement under which such security is issued, the
signature of any of the Corporation's Officers named thereon may be
facsimile. In case any Officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall
cease to be an Officer of the Corporation for any reason before the
same has been delivered by the Corporation, such bond or
debenture may nevertheless be adopted by the Corporation
and issued and delivered as though the person who signed it or
whose facsimile signature has been used thereon had not ceased to
be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates
prepared by the Board of Directors and signed by the President.
The signatures of such Officers upon a certificate may be
if the certificate is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or one of its employees
. All certificates for shares shall be consecutively numbered or otherwise
identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled
except that in case of a lost, destroyed or mutilated certificate, a new one
may be issued therefor upon such terms and indemnity to the
Corporation as the Board of Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock transfer
books
of the Corporation by the holder of record thereof or by his legal
representative,
who shall finish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the Corporation, and on surrender for cancellation of the
certificate
for such shares. The person in whose name shares stand on the books of the
Corporation shall be deemed by the Corporation to be the owner thereof for all
purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or more
transfer agents and registrars for the transfer and registration of
certificates of stock of any class, and may require that stock certificates s
hall be countersigned and registered by one or more of such transfer agents
and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board
of Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with
such sureties as the Board of Directors may direct to indemnify the
Corporation as transfer agents and
registrars, if any, against claims that may be made on account
of the issuance of such new certificates. A new certificate may
be issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such
consideration as shall be fixed from time to time by the
Board of Directors. In the absence of fraud, the determination
of the Board of Directors as to the value of any property or services
received in full or partial payment of shares shall be conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder thereof, in fact, and shall not
be bound to recognize any equitable or other claim to or on behalf of
this Corporation to any and all of the rights and powers incident
to the ownership of such stock at any such meeting, and shall have
power and authority to execute and deliver proxies and consents on
behalf of this Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the ownership of
such stock. The Board of Directors, from time to time, may confer
like powers upon any other person or persons.
Article VII.
Indemnification
No Officer or Director shall be personally liable for any obligations
of the Corporation or for any duties or obligations arising out of any
acts or conduct of said Officer or Director performed for or on behalf
of the Corporation. The Corporation shall and does hereby indemnify
and hold harmless each person and his heirs and administrators
who shall serve at any time hereafter as a Director or Officer of the
Corporation from and against any and all claims, judgments and
liabilities to which such persons shall become subject by reason
of his having heretofore or hereafter been a Director or Officer of
the Corporation, or by reason of any action alleged to have heretofore
or hereafter taken or omitted to have been taken by him as such
Director or Officer, and shall reimburse each such person for all legal
and other expenses reasonably incurred by him in connection with any
such claim or liability, including power to defend such persons from
all suits or claims as provided for under the provisions of the Nevada
Revised Statutes; provided, however, that no such persons shall be
indemnified against, or be reimbursed for, any expense incurred in
connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person
under the foregoing provisions of this section shall not exclude
any other right to which he may lawfully be entitled, nor shall
anything herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its
Directors, Officers, employees and agents shall be fully protected
in taking any action or making any payment, or in refusing so to
do in reliance upon the advice of counsel.
Article VIII.
Notice
, Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of the Articles of Incorporation, or under
the provisions of the Nevada Statutes, a waiver thereof
in writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice. Attendance
at any meeting shall constitute a waiver of notice of such
meetings, except where attendance is for the express purpose
of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new
Bylaws adopted by a majority of the entire Board of Directors
at any regular or special meeting. Any Bylaw adopted by the
Board may be repealed or changed by the action of the shareholders.
Article X.
Fiscal Year
The fiscal year of the Corporation of Directors.
be fixed and may be varied by resolution of the Boar(
Article )G.
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends
payable out of the surplus of the Corporation.
Article MI.
Corporate Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Date: May 5, 1987
Maria Conterars, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 10-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> OCT-31-1999 DEC-31-1999
<CASH> 118,738 0
<SECURITIES> 0 0
<RECEIVABLES> 138,800 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 511,022 0
<PP&E> 227,788 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 42,010 0
<CURRENT-LIABILITIES> 0 1,450
<BONDS> 0 0
0 0
0 0
<COMMON> 2,100 125
<OTHER-SE> 694,699 (1,575)
<TOTAL-LIABILITY-AND-EQUITY> 738,809 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 13,600 1,450
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (16,300) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (13,600) (1,450)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (13,600) (1,450)
<EPS-BASIC> (.00) (.00)
<EPS-DILUTED> (.00) (.00)
</TABLE>
