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 12(g) OF THE SECURITIES ACT OF 1934
MEZZANINE INVESTMENT CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA 33-0874810
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock
Par Value $.001
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Mezzanine Investment Corporation (the "Company") was incorporated under
the laws of the State of Nevada on August 19, 1999. The Company has conducted
no activities since its inception except in connection with the filing of this
registration statement.
Business
Upon completion of this registration statement, the Company intends to
seek potential business acquisitions or opportunities to enter into in an
effort to commence business operations. The Company does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity.
The Company's Board of Directors, which consists of a single individual,
Eric Chess Bronk, shall make the initial determination whether to complete any
such venture; however, the Board of Directors intends to submit final approval
of any proposed transaction to the shareholders. In connection with such
approval by the shareholders, the Company intends to provide disclosure
documentation to its shareholders as required under Section 14 of the
Securities Exchange Act of 1934, and the rules and regulations promulgated
thereunder.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources
available to it, it may be difficult to find good opportunities. There can be
no assurance that the Company will be able to identify and acquire any
business opportunity based on management's business judgement.
The Company has not communicated with any other entity with respect to
any potential merger or acquisition transaction, and management has determined
to file this Registration Statement on a voluntary basis before seeking a
business venture. Management believes that being a reporting company may
increase the likelihood that existing business ventures may be willing to
negotiate with the Company. The Company also intends to seek quotation of its
common stock on the OTC Bulletin Board following such a transaction. In order
to have stock quoted on the OTC Bulletin Board, a company must be subject to
the reporting requirements of the 1934 Act, either by virtue of filing a
registration statement on Form 10 or Form 10-SB, or by filing a registration
statement under the 1933 Act. The Company anticipates that it would
voluntarily file periodic reports with the Securities and Exchange Commission,
in the event its obligation to file such reports is terminated under the
Securities Exchange Act of 1934, if the common stock of the Company were
quoted on the OTC Bulletin Board.
In connection with the application for quotation of the Company's common
stock on the OTC Bulletin Board, management intends following an acquisition
of a business venture to seek a broker-dealer to become the initial market
maker for the Company's common stock and to submit the application to the OTC
Bulletin Board. There have been no preliminary discussions or understandings
between the Company, or anyone acting on its behalf, and any market maker
regarding such application or the participation of any such market maker in
the future trading market for the Company's common stock. Management intends
to contact broker-dealers who make markets in Bulletin Board companies until
one agrees to make the application. There is no assurance that the Company
will be successful in locating such a broker-dealer, or that the application,
if submitted, would be approved. The Company does not intend to use outside
consultants to obtain market makers. In addition, the Company does not intend
to use any of its shareholders to obtain market makers.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development stage, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community, attorneys and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
The Company's directors and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management
in the future for services that they may perform for the Company. Because the
Company currently has extremely limited resources, and is unlikely to have any
significant resources until it has completed a merger or acquisition,
management expects that any such compensation would take the form of an
issuance of the Company's stock to these persons; this would have the effect
of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than the Company's current director and executive officer, there are no
preliminary agreements or understandings with respect to management
compensation. Although it is not prohibited by statute or its Articles of
Incorporation, the Company has no plans to borrow funds and use the proceeds
to make payment to its management, promoters or affiliates.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. However, management does not presently anticipate actively negotiating
or otherwise consenting to the purchase of all or any portion of its common
stock as a condition to, or in connection with, a proposed merger or
acquisition.
In the event that such fees are paid, they may become a factor in negotiations
regarding any potential acquisition by the Company and, accordingly, may
present a conflict of interest for such individuals.
Neither the Company's present director, executive officer or promoters,
nor their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management, subject to the approval of the Company's
shareholders. The risks faced by the Company are further increased as a
result of its lack of resources and its inability to provide a prospective
business opportunity with significant capital.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The Company is not paying salaries or other forms of compensation to
its present officer and director for his time and effort. Unless otherwise
agreed to by the Company, the Company does intend to reimburse its officers
and directors for out-of-pocket expenses.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and, unless required by
applicable law, the articles of incorporation, or the bylaws, or by contract,
stockholders' approval will not be sought.
The original shareholders contributed a total of $25,383 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$4,617 to the Company for operating expenses. See "Item 7. Certain
Relationships and Related Transactions."
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
ITEM 3. DESCRIPTION OF PROPERTY
Since inception the Company's administrative offices, consisting of
approximately 1,500 square feet of office space, have been located at 1516
Brookhollow Drive, Suite D, Santa Ana, California, which are the offices of
Xtranet Systems Inc., a corporation affiliated with Eric Chess Bronk, the
president and sole director of the Company. The office space is furnished at
no cost to the Company by Mr. Bronk and Xtranet Systems, Inc.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
October 4, 1999, of (i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all
directors and executive officers; and (iii) directors and executive officers
of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Eric C. Bronk 6,000(2) 18.18%
3857 Birch St., #606
Newport Beach, CA 92660
Mezzanine Capital, Ltd 3,000(2) 9.09%
Clarendon House
2 Church St.
Hamilton, Bermuda HM DX
Baldwin Securities 3,000 9.09%
2-5 Old Bond St., #3C
London, England W1X 3TB
Verde Investments Limited 3,000 9.09%
Villa Athene, Broadway, Mill Hill
London, England NW7 3TB
Fleming Securities 2,883 8.74%
Suites 1601-1603
32 Hollywood Rd.
Hong Kong
Joe Glenn 3,000 9.09%
3104 E. Camelback Rd., #527
Phoenix, AZ 85016
Starling Securities Ltd. 3,000 9.09%
Sovereign House
St. Johns, Isle of Man 1MA 2AJ
Carl Suter 3,000 9.09%
6765 E. Kentucky Ave.
Anaheim, CA 92807
William D. Yotty 3,000 9.09%
1110 West Kettleman, #48
Lodi, CA 95240
Jason Daggett 3,000 9.09%
2895 Pacific Coast Highway
Suite 210
Malibu, CA 90265
Executive Officers and
Directors as a Group
(1 Person) 6,000 18.18%
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
(2) Of the shares beneficially owned by Mr. Bronk, 3,000 are owned
directly by Mezzanine Capital Ltd, a company of which Mr. Bronk is the
president and chairman. While Mr. Bronk disclaims any interest in these
shares, he is deemed to share beneficial ownership of such shares with this
entity.
The Company is seeking potential business acquisitions or opportunities.
(See "Item 1. Description of Business.") It is likely that such a
transaction would result in a change of control of the Company, by virtue of
issuing a controlling number of shares in the transaction, change of
management, or otherwise.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth as of October 4, 1999, the name, age, and
position of the sole executive officer and director of the Company and the
term of office of such director:
Name Age Position(s) Director Since
Eric Chess Bronk 53 Director, President & August 1999
Secretary/Treasurer
Directors are elected for a term of one year and until their successors
are elected and qualified. Annual meetings of the stockholders, for the
selection of directors to succeed those whose terms expire, are to be held at
such time each year as designated by the Board of Directors. The Board of
Directors has not selected a date for the next annual meeting of
shareholders. Officers of the Company are elected by the Board of Directors,
which is required to consider that subject at its first meeting after every
annual meeting of stockholders. Each officer holds his office until his
successor is elected and qualified or until his earlier resignation or
removal.
Set forth below is certain biographical information regarding the
Company's current sole executive officer and director:
ERIC CHESS BRONK has been the chairman and president of Mezzanine Capital
Ltd., a closed-end investment company, since August 1997. From April 1997
until August 10, 1997, he was the president of Xtranet Systems, Inc., a credit
card processing and risk management company, and from October 21, 1997, to
June 1. 1999, he was the secretary of such entity. From June 1998 to the
present, Mr. Bronk has been the President of Mezzanine Associates, LLC, a
California limited liability company engaged in corporate investor relations
services. From September 1995 until August 23, 1996, he was the president,
and from August 23, 1996 to December 1, 1996, he was the chief operating
officer, of Satellite Control Technologies, Inc. (See "Other Public Shell
Activities" below.) From 1972 to the present Mr Bronk has been a practicing
attorney, licensed to practice law in the State of California and in
Washington, D.C. Mr. Bronk received his bachelor of arts degree in 1967 from
Penn State University, and he received his law degree in 1972 from America
University, Washington College of Law. Mr. Bronk was the President of Bruston
Corp. which filed for protection under the U.S. Bankruptcy Code in 1991. The
action was dismissed in 1996.
Management devotes only nominal time to the activities of the Company.
If the Company is able to locate a suitable new business venture, it is
anticipated that Mr. Bronk will devote substantially all of his time to
completing the acquisition.
Other Public Shell Activities
Mr. Bronk has been involved as a director or executive officer of other
companies that may be deemed to be "blank check" companies, but has not been
involved in any blank check public offerings.
The information set forth below is provided for the companies for which
Mr. Bronk has served as a director, executive officer, or consultant, and
which have completed a reorganization or merger, the consideration received in
connection with each reorganization, and his involvement with the company
after the reorganization. In each instance, Mr. Bronk was involved solely
with the private company which acquired the publicly held shell company prior
to the reverse acquisition.
1. PageStar, Inc., a Nevada corporation ("PageStar"). Mr. Bronk was a
director of PageStar from September 26, 1995 to January 6, 1997; he was the
president from September 1995 to August 29, 1996; and was the chief operating
officer from August 23, 1996 to December 1, 1996. In 1995 PageStar
(originally known as Westland Resources, Inc., a Utah corporation) acquired a
business engaged in providing electronic paging services. The reorganization
was completed on September 26, 1995, and PageStar changed its domicile to the
State of Nevada. Of the 15,000,000 shares issued in the reorganization, Mr.
Bronk received 4,400,000. PageStar subsequently reverse split its shares
one-for-five effective October 13, 1995. On or about August 30, 1996,
PageStar acquired Satellite Control Technologies, Inc. ("SCT") and changed its
business to focus on marketing electronic remote control wireless switching
devises owned by SCT. PageStar also changed its name to Satellite
Technologies, Inc. Mr. Bronk was the president and chief operating officer of
SAT at the time of the acquisition and received no compensation or other
remuneration in the acquisition of SCT. Mr. Bronk has no knowledge of
PageStar's current operations or financial condition since he left the
company. On November 24, 1998, a class action suit was filed in Los Angeles
Superior Court (Case No. BC190882) by Joseph A. Nigro, as a representative of
a class of shareholders of PageStar, against PageStar, Eric Chess Bronk, and
others. The complaint alleges that PageStar released public information from
approximately October 1996 until September 1997, containing material
misstatements about its business. Mr. Bronk has denied all of the allegations
against him.
2. Xtranet Systems, Inc., a Nevada corporation ("Xtranet"). The
reorganization was completed on October 22, 1997. Mr. Bronk was the chairman
of Xtranet at the time of the reorganization. He received no additional
compensation in connection with the reorganization, but maintained his stock
in the company. According to the most recent annual report of Xtranet for the
year ended December 31, 1998, Xtranet had revenues of $298,557 for such year
and provides credit card procession and risk management services. From April
1997 until August 10, 1997, he was the president of Xtranet, and from October
21, 1997, until June 1, 1999, he was the secretary of such entity.
ITEM 6. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company since its inception. However, Mr.
Bronk, the sole officer and director of the Company, received 3,000 shares of
restricted stock of the Company for services rendered in connection with the
organization of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the organization of the Company, Eric Chess Bronk, the
sole officer and director of the Company, received 3,000 shares for services
rendered by Mr. Bronk to the Company.
On September 29, 1999, Mezzanine Capital Ltd., a corporation of which Mr.
Bronk is the president and chairman, loaned $4,617.00 to the Company. The
promissory note bears 10% interest per annum and is due on or before September
28, 2000.
The Company received capital contributions of $25,383 from the initial
shareholders for 25,383 shares. These funds were paid to the Company by
Mezzanine Capital Ltd. on behalf of itself for 3,000 shares and such other
shareholders, each of whom executed a one year promissory note to Mezzanine
Capital Ltd. for such capital contribution. Fleming Securities, Baldwin
Securities, and Starling Securities Ltd. have repaid such notes in full.
ITEM 8. DESCRIPTION OF SECURITIES
The Company has authorized 100,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"). As of October 4, 1999, the Company had
outstanding 33,000 shares of Common Stock. All Common Shares are equal to
each other with respect to voting, and dividend rights, and, are equal to each
other with respect to liquidation rights. Special meetings of the
shareholders may be called by the Chairman, the Board of Directors, President,
the chief executive officer, or the holders of not less than one-tenth of all
the shares entitled to vote at the meeting. Holders of shares of Common Stock
are entitled to one vote at any meeting of the shareholders for each share of
Common Stock they own as of the record date fixed by the Board of Directors.
At any meeting of shareholders, a majority of the outstanding shares of Common
Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. A vote of the majority of the shares of Common Stock represented at a
meeting will govern, even if this is substantially less than a majority of the
shares of Common Stock outstanding. Holders of shares are entitled to receive
such dividends as may be declared by the Board of Directors out of funds
legally available therefor, and upon liquidation are entitled to participate
pro rata in a distribution of assets available for such a distribution to
shareholders. There are no conversion, pre-emptive or other subscription
rights or privileges with respect to any shares. Reference is made to the
Articles of Incorporation and Bylaws of the Company as well as to the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of shares. The shares of the Company do
not have cumulative voting rights, which means that the holders of more than
fifty percent of the shares of Common Stock voting for election of directors
may elect all the directors if they choose to do so. In such event, the
holders of the remaining shares aggregating less than fifty percent will not
be able to elect directors.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
There is no established trading market for the common stock of the
Company.
None of the common shares are subject to outstanding options or
warrants. Of the 33,000 outstanding common shares, all are subject to Rule
144 under the Securities Act and would not be available for resale pursuant to
such rule until at least September 2000.
Since its inception, the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At October 4, 1999, the Company had 12 shareholders of record. The
Company has appointed Interwest Transfer Company, Inc., 1981 East 4800 South,
Suite 100, Salt Lake City, UT 84117, to act as its transfer agent.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On September 29, 1999, the Company issued 25,383 shares of its common
stock at a cash offering price of $1.00 per share to Joe Glenn (3,000 shares),
Baldwin Securities (3,000 shares), Verde Investments Limited (3,000 shares),
Fleming Securities (2,883 shares), George Mariscal (1,500 shares), Mezzanine
Capital Ltd. (3,000 shares), Starling Securities Ltd. (3,000 shares), William
D. Yotty (3,000 shares), and Jason Daggett (3,000 shares). Also on September
29, 1999, the Company issued 3,000 shares each to Eric Chess Bronk and Carl
Suter, for services rendered in connection with the organization of the
Company. The shares were issued without registration under the Securities Act
of 1933, as amended, by reason of the exemption from registration afforded by
the provisions of Section 4(2) thereof, as a transaction by an issuer not
involving any public offering, the recipient of the securities having
delivered appropriate investment representations to the Company with respect
thereto and having consented to the imposition of restrictive legends upon the
certificates evidencing such securities. No underwriting discounts or
commissions were paid in connection with such issuance.
On September 29, 1999, the Company issued 1,617 shares of its common
stock to Ronald N. Vance, Attorney at Law, for legal services provided to the
Company in connection with this registration statement. The shares were
issued without registration under the Securities Act of 1933, as amended, by
reason of the exemption from registration afforded by the provisions of
Section 4(2) thereof, as a transaction by an issuer not involving any public
offering, the recipient of the securities having delivered appropriate
investment representations to the Company with respect thereto and having
consented to the imposition of restrictive legends upon the certificates
evidencing such securities. No underwriting discounts or commissions were
paid in connection with such issuance.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law expressly authorizes a Nevada corporation to indemnify its
directors, officers, employees, and agents against liabilities arising out of
such persons' conduct as directors, officers, employees, or agents if they
acted in good faith, in a manner they reasonably believed to be in or not
opposed to the best interests of the company, and, in the case of criminal
proceedings, if they had no reasonable cause to believe their conduct was
unlawful. Generally, indemnification for such persons is mandatory if such
person was successful, on the merits or otherwise, in the defense of any such
proceeding, or in the defense of any claim, issue, or matter in the
proceeding. In addition, as provided in the articles of incorporation,
bylaws, or an agreement, the corporation may pay for or reimburse the
reasonable expenses incurred by such a person who is a party to a proceeding
in advance of final disposition if such person furnishes to the corporation an
undertaking to repay such expenses if it is ultimately determined that he did
not meet the requirements. In order to provide indemnification, unless
ordered by a court, the corporation must determine that the person meets the
requirements for indemnification. Such determination must be made by a
majority of disinterested directors; by independent legal counsel; or by a
majority of the shareholders.
The Eighth Article of the Articles of Incorporation and Article VI of the
bylaws of the Company provide that the corporation shall indemnify its
directors, officers, agents and other persons to the full extent permitted by
the laws of the State of Nevada. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 (the "Act") may be permitted to
directors, officers, controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
PART F/S
Financial Statements. The following financial statements are included in
this statement: Page
Report of Auditor F-1
Balance Sheet as of September 30, 1999 F-2
Statements of Operations for the period from inception to
September 30, 1999 F-3
Statement of Stockholders' Equity from inception to
September 30, 1999 F-4
Statements of Cash Flows for the period from inception to
September 30, 1999 F-5
Notes to Financial Statements F-6
PART III
Items 1 and 2. Index to Exhibits and Description of Exhibits. The
following exhibits are included as part of this statement:
Exhibit No. Description Page
2.1 Articles of Incorporation filed August 19, 1999 23
2.2 Current Bylaws 25
4.1 Form of Common Stock Certificate 37
10.1 Promissory Note dated September 29, 1999 39
12.1 Consent of Auditor 39
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this amended registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Mezzanine Investment Corporation
Date: October 15, 1999 By /s/ Eric Chess Bronk, President,
Chief Financial& Principal Accounting
Officer
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Financial Statements
September 30, 1999
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Mezzanine Investment Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheet of Mezzanine Investment
Corporation (a Nevada Corporation)(Development Stage Company) as of September
30, 1999 and the related statements of operations, stockholders' equity, and
cash flows for the period August 19, 1999 (inception) to September 30, 1999.
These financial statements are the responsibility of the management of
Mezzanine Investment Corporation. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mezzanine Investment
Corporation as of September 30, 1999, and the results of their operations and
cash flows for the period August 19, 1999 (inception) to September 30, 1999 in
conformity with generally accepted accounting principles.
/s/ Crouch Bierwolf & Chisholm
October 11, 1999
F-1
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Balance Sheet
Assets
September 30,
1999
Current assets
Cash $ 30,000
Total Current Assets 30,000
Other assets
Organization costs (Note 7) 1,617
Total Assets $ 31,617
Liabilities and Stockholders' Equity
Current Liabilities
Notes payable related party (Note 6) $ 4,617
Total Current Liabilities 4,617
Stockholders' Equity
Common Stock, 100,000,000 authorized
shares of $.001 par value, 33,000 shares
issued and outstanding 33
Additional Paid in Capital 32,967
Retained Deficit during the Development Stage (6,000)
Total Stockholders' Equity 27,000
Total Liabilities and Stockholders' Equity $ 31,617
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Operations
For the period August 19, 1999 (Inception)
(Beginning of Development Stage) through September 30, 1999
Sales $ -
Expenses:
General & Administrative 6,000
Total Expenses 6,000
Net Loss from Operations (6,000)
Net (Loss) $ (6,000)
Net Loss Per Share $ (0.18)
Weighted average shares outstanding 33,000
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Stockholders' Equity
For the period August 19, 1999 (Inception)
(Beginning of Development Stage) through September 30, 1999
Retained
Deficit
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance, August 19, 1999 $ - $ - $ - $ -
Shares issued for cash at
$1 per share 25,383 25 25,358 -
Shares issued for services
at $1 per share 7,617 8 7,609 -
Net loss September 30, 1999 - - - (6,000)
Balance, September 30, 1999 33,000 $ v 33 $ 32,967 $ (6,000)
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Statement of Cash Flows
For the period August 19, 1999 (Inception)
(Beginning of Development Stage) through September 30, 1999
Cash Flows from Operating Activities
Net loss $ (6,000)
Items not requiring cash:
Stock issued for services 6,000
Net Cash Flows from Operating Activities
Cash Flows from Financing Activities
Cash from loans 4,617
Cash from stock sales 25,383
Net Cash from Financing Activities 30,000
Net Change in cash 30,000
Cash, beginning of period -
Cash, end of period $ 30,000
Supplemental Cash Flow Information
Cash Paid For:
Interest $ -
Taxes $ -
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The Financial Statements
September 30, 1999
NOTE 1 - BACKGROUND AND HISTORY
Mezzanine Investment Corporation (the Company) was organized on August 19,
1999 in the state of Nevada for the purpose of conducting any type of
business. The Company has yet to identify its specific business purpose.
NOTE 2 - CASH AND CASH EQUIVALENTS
For purposes of the statements of cash flows, the Company considers all highly
liquid debt instruments with an original maturity of three months or less to
be equivalents.
NOTE 3 - STOCK TRANSACTIONS
In its initial act as a corporation, the Company issued 33,000 shares of
stock; 25,383 for cash at $1 per share, 6,000 shares for services from the
organizers/officers/directors of the company and 1,617 shares of stock for
legal work to organize the Company. The stock issued for services was valued
at $1, the same value as the common stock that was sold for cash.
NOTE 4 - USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 5 - INCOME TAXES
The Company will adopt Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes" in the fiscal year ended December 31, 1999.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
F-6<PAGE>Mezzanine Investment Corporation
(a Development Stage Company)
Notes to The Financial Statements
September 30, 1999
NOTE 5 - CONTINUED
The Company has yet to complete a full year of activity and no income tax
accrual or benefit has been accrued for the current period. The current
operating loss through September 30, 1999 may be used to offset future income
if the Company becomes profitable.
NOTE 6 - NOTES PAYABLE - RELATED PARTY
As start up operating capital for the Company, a loan for $4,617 was taken out
from a corporation at a rate of 10% interest, due in one year. The loan is
unsecured. The corporation giving the loan is also a shareholder of the
Company.
NOTE 7 - ORGANIZATION COSTS
Organization costs will be amortized over 60 months.
F-7<PAGE>
EXHIBIT 2.1
ARTICLES OF INCORPORATION
of
Mezzanine Investment Corporation
I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to
the requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the
acts amendatory thereof, and hereinafter sometimes referred to as the General
Corporation Law of the State of Nevada, do hereby adopt and make the following
Articles of Incorporation:
FIRST: The name of the corporation (hereinafter called the
corporation) is Mezzanine Investment Corporation.
SECOND: The name of the corporation's resident agent in the State of
Nevada is CSC Services of Nevada, Inc., and the street address of the said
resident agent where process may be served on the corporation is 502 East John
Street, Carson City 89706. The mailing address and the street address of the
said resident agent are identical.
THIRD: The number of shares the corporation is authorized to issue is
100,000,000, all of which are of a par value of one tenth of a cent ($0.001)
each. All of said shares are of one class and are designated as Common Stock.
No holder of any of the shares of any class of the corporation shall be
entitled as of right to subscribe for, purchase, or otherwise acquire any
shares of any class of the corporation which the corporation proposes to issue
or any rights or options which the corporation proposes to grant for the
purchase of shares of any class of the corporation or for the purchase of any
shares, bonds, securities, or obligations of the corporation which are
convertible into or exchangeable for, or which carry any rights, to subscribe
for, purchase, or otherwise acquire shares of any class of the corporation;
and any and all of such shares, bonds, securities, or obligations of the
corporation, whether now or hereafter authorized or created, may be issued, or
may be reissued or transferred if the same have been reacquired and have
treasury status, and any and all of such rights and options may be granted by
the Board of Directors to such persons, firms, corporations, and associations,
and for such lawful consideration, and on such terms, as the Board of
Directors in its discretion may determine, without first offering the same, or
any thereof, to any said holder.
FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors", and any member of said Board shall be styled as a
"Director."
The number of members constituting the first Board of Directors of the
corporation is one; and the name and the post office box or street address,
either residence or business, of each said members are as follows:
NAME ADDRESS
Eric C. Bronk 3857 Birch Street, #606
Newport Beach, CA 92660
The number of directors of the corporation may be increased or decreased
in the manner provided in the Bylaws of the corporation, provided, that the
number of directors shall never be less than one. In the interim between
elections of directors by Stockholders entitled to vote, all vacancies,
including vacancies caused by an increase in the number of directors and
including vacancies resulting from the removal of directors by the
stockholders entitled to vote which are not filled by said stockholders, may
be filled by the remaining directors, though less than a quorum.
FIFTH: The name and the post office box or street address, either
resident or business, of the incorporator signing these Articles of
Incorporation are as follows:
NAME ADDRESS
Eric C. Bronk 3857 Birch Street, #606
Newport Beach, CA 92660
SIXTH: The corporation shall have perpetual existence.
SEVENTH: The personal liability of the directors of the corporation
is hereby eliminated to the fullest extent permitted by the General
Corporation Law of the State of Nevada as the same may be amended and
supplemented.
EIGHTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under said Law from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Law, and the
indemnification provided herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such a person.
NINTH: The nature of the business of the corporation and the objects or
the purposes to be transacted, promoted, or carried on by it are as follows,
provided that the corporation may engage in any other lawful activity:
The corporation may engage in any lawful activity.
TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation
on August 11, 1999.
/s/ Eric C. Bronk, Incorporator
STATE OF California )
) SS.:
COUNTY OF Orange )
On this 12th day of August, 1999, personally appeared before me, a Notary
Public in and for the State and County aforesaid, Eric C. Bronk, known to me
by the person described in and who executed the foregoing Articles of
Incorporation, and who acknowledged to me that he executed the same freely and
voluntarily and for the uses and purposes therein mentioned.
WITNESS my hand and official seal, the day and year first written above.
/s/ Robinson Ranier
Notary Public
EXHIBIT 2.2
MEZZANINE INVESTMENT CORPORATION
BYLAWS
ARTICLE I--OFFICES
Section 1.1 Office
The principal office of the corporation within the State of Nevada shall
be located at such place as shall be designated by the Board of Directors.
Section 1.2 Other Offices
The corporation may also have such other offices, either within or
without the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II--STOCKHOLDERS
Section 2.1 Annual Meeting
An annual meeting of the stockholders, for the selection of directors to
succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at a location
and at such time each year as designated by the Board of Directors.
Section 2.2 Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman, the
Board of Directors, the President, the chief executive officer, or the holders
of not less than one-tenth of all the shares entitled to vote at the meeting,
and shall be held at such place, on such date, and at such time as they or he
shall fix.
Section 2.3 Notice of Meetings
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time
by the laws of the State of Nevada or the Articles of Incorporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if
a new record date is fixed for the adjourned meeting, written notice of the
place, date, and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.
Section 2.4 Quorum
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or
by proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 2.5 Organization
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who
is present shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be such person as the chairman appoints.
Section 2.6 Conduct of Business
The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 2.7 Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may
be required under the procedure established for the meeting. Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by class is required by law, the Articles of Incorporation, or these
Bylaws.
Section 2.8 Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.
Section 2.9 Participation in Meetings by Conference Telephone
Any action, except the election of directors, which may be taken by the
vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority
of the voting power; provided:
(a) That if any greater proportion of voting power is required for
such action at a meeting, then such greater proportion of written consents
shall be required; and
(b) That this general provision shall not supersede any specific
provision for action by written consent required by law.
ARTICLE III--BOARD OF DIRECTORS
Section 3.1 Number and Term of Office
The number of directors who shall constitute the whole board shall be
such number not less than one (1) nor more than seven (7) as the Board of
directors shall at the time have designated. Each director shall be selected
for a term of one year and until his successor is elected and qualified,
except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the
term of the directors then in office unless, at the time of such decrease,
there shall be vacancies on the board which are being eliminated by the
decrease.
Section 3.2 Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3.3 Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 3.4 Special Meetings
Special meetings of the Board of Directors may be called by one-third of
the directors then in office or by the chief executive officer and shall be
held at such place, on such date and at such time as they or he shall fix.
Notice of the place, date and time of each such special meeting shall be given
by each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 3.5 Quorum
At any meeting of the Board of Directors, a majority of the total number
of the whole board shall constitute a quorum for all purposes. If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date or time, without further notice or waiver
thereof.
Section 3.6 Participation in Meetings by Conference Telephone
Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meting to hear each other. Such participation shall
constitute presence in person at such meeting.
Section 3.7 Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law. Action may
be taken by the Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
Section 3.8 Powers
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(a) To declare dividends from time to time in accordance with law;
(b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(d) To remove any officer of the corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(e) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and
(h) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the corporation's business and affairs.
Section 3.9 Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
Section 3.10 Loans
The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the stockholders, but may lend money to and use its credit
to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance
benefits the corporation.
ARTICLE IV--COMMITTEES
Section 4.1 Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any other provided for herein,
elect a director or directors to serve as the member or members, designating,
if it desires, other directors as alternative members who may replace any
absent or disqualified member at any meeting of the committee. Any committee
so designated may exercise the power and authority of the Board of Directors
to declare a dividend or to authorize the issuance of stock if the resolution
which designates the committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification of any member
of any committee and any alternate member in his place, the member or members
of the committee present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member.
Section 4.2 Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be
made for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE V--OFFICERS
Section 5.1 Generally
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers
as may from time to time be appointed by the Board of Directors. The
corporation may also have a chairman of the board who shall be elected by the
Board of Directors and who shall be an officer of the corporation. Officers
shall be elected by the Board of Directors, which shall consider that subject
at its first meeting after every annual meeting of stockholders. Each officer
shall hold his office until his successor is elected and qualified or until
his earlier resignation or removal. Any number of offices may be held by the
same person, except that the offices of president and secretary shall not be
held by the same person.
Section 5.2 Chairman of the Board
The chairman of the board shall, subject to the direction of the Board of
Directors, perform such executive, supervisory, and management functions and
duties as may be assigned to him from time to time by the Board of Directors.
He shall, if present, preside at all meetings of the stockholders and of the
Board of Directors.
Section 5.3 President
The president shall be the chief executive officer of the corporation.
Subject to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall
have power to signa all stock certificates, contracts and other instruments of
the corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation. He
shall, when present, and in the absence of a chairman of the board of
directors, preside at all meetings of the shareholders and of the Board of
Directors.
Section 5.4 Vice-President
Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the president.
Section 5.5 Treasurer
The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
Section 5.6 Secretary
The secretary shall issue all authorized notices from, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
Section 5.7 Delegation of Authority
The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
Section 5.8 Removal
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.
Section 5.9 Action with Respect to Securities of Other Corporation
Unless otherwise directed by the Board of Directors, the president shall
have power to vote and otherwise act on behalf of the corporation, in person
or by proxy, at any meeting of stockholders of or with respect to any action
of stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE VI--INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
Section 6.1 Generally
The corporation shall indemnify its officers, directors, and agents to
the fullest extent permitted under Nevada law.
Section 6.2 Expenses
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him
in connection therewith. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 6.3 of this Article upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article.
Section 6.3 Determination by Board of Directors
Any indemnification under Section 6.1 of this Article (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Nevada law.
Section 6.4 Not Exclusive of Other Rights
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or interested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Section 6.5 Insurance
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be reduced by any amounts such person may collect as indemnification (i)
under any policy of insurance purchased and maintained on his behalf by the
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.
Section 6.6 Violation of Law
Nothing contained in this Article, or elsewhere in these Bylaws, shall
operate to indemnify any director or officer if such indemnification is for
any reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Exchange Act
of 1934, or any other applicable state or federal law.
Section 6.7 Coverage
For the purposes of this Article, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is
or was serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
ARTICLE VII--STOCK
Section 7.1 Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the
name of the corporation by, the President or a Vice-president, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him. Any of or all the
signatures on the certificate may be facsimile.
Section 7.2 Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article VII of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
Section 7.3 Record Date
The Board of Directors may fix a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to any
other lawful action.
Section 7.4 Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 7.5 Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VIII--NOTICES
Section 8.1 Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing
a writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of
the corporation. The time when such notice is dispatched shall be the time of
the giving of the notice.
Section 8.2 Waivers
A written waiver of any notice, signed by a stockholder, director, officer
or agent, whether before or after the time of the event for which notice is
given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
Section 9.1 Facsimile Signatures
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized
by the Board of Directors of a committee thereof.
Section 9.2 Corporate Seal
The Board of Directors may provide a suitable seal, containing the name
of the corporation, which seal shall be in the charge of the secretary. If
and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.
Section 9.3 Reliance Upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.
Section 9.4 Fiscal Year
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
Section 9.5 Time Periods
In applying any of these Bylaws which require that an act be done or not
done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day
of the event shall be included.
Section 9.6 Acquisition of Controlling Interest
The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to
this corporation.
ARTICLE X--AMENDMENTS
Section 10.1 Amendments
These Bylaws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
secretary of Mezzanine Investment Corporation, a corporation duly organized
and existing under and by virtue of the laws of the State of Nevada; that the
above and foregoing Bylaws of said corporation were duly and regularly adopted
as such by the Board of Directors by unanimous consent on the 29th day of
September 1999; and that the above and foregoing Bylaws are now in full force
and effect.
Dated this 29th day of September 1999
/s/ Eric Chess Bronk, Secretary
EXHIBIT 4.1
[Front of Certificate]
Not Valid Unless Countersigned by Transfer Agent
Incorporated Under the Laws of the State of NEVADA
Number Shares
MEZZANINE INVESTMENT CORP.
Authorized Common Stock: 100,000,000 Shares
Par Value: $.001
This Certifies That
Is the Record Holder of
Shares of MEZZANINE INVESTMENT CORP. Common Stock transferable on the
book of the Corporation in person or by duly authorized attorney upon
surrender of this Certificate properly endorsed. This Certificate is not
valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ Lynn Carlson /s/ Eric Bronk
Secretary Eric Bronk
Mezzanine Investment Corp.
Corporate
SEAL
Nevada
[Back of Certificate]
NOTICE:Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving bank),
or a trust company. The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM as tenants UNI GIFT MIN ACT . . . . . . . Custodian . . . . . . .
in common
TEN ENT as tenants (Cust) (Minor)
by the entireties
JT TEN as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as Act . . . . . . . . . . . . . . .
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received,________________ Hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
___________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
_______________________________________________________ Shares of the capital
stock represented by the within certificate, and do hereby irrevocably
constitute and appoint ______________________________________________________
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated
Notice: The signature of this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement or any change whatever
EXHIBIT 10.1
PROMISSORY NOTE
$4,617.00
Santa Ana, California
September 29, 1999
THE UNDERSIGNED promises to pay to the order of Mezzanine Capital Ltd. at
1516-D Brookhollow Drive, Santa Anna, CA 92705, or at such other place as the
holder hereof may designate in writing, the sum of four thousand six hundred
seventeen dollars ($4,617.00), with interest thereon at the rate of 10% per
annum from the date hereof. Principal and interest shall be due and payable
one year from the date hereof.
Prepayment of this note may be made at any time without penalty.
In the event of commencement of suit to enforce payment of this note, the
undersigned agrees to pay such additional sum as attorney's fees as the court
may adjudge reasonable.
Mezzanine Investment Corporation
By: /s/ Eric Chess Bronk, President
EXHIBIT 12.1
Crouch, Bierwolf & Chisholm
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
ACCOUNTANTS' CONSENT
We hereby consent to the use of our audit report of Mezzanine Investment
Corporation dated October 11, 1999 for the period ended September 30, 1999.
/s/ Crouch Bierwolf & Chisholm
October 21, 1999
Salt Lake City, Utah
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 30,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 31,617
<CURRENT-LIABILITIES> 4,617
<BONDS> 0
0
0
<COMMON> 33
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 31,617
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 6,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
