<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
DENDO GLOBAL CORP.
------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 87-0533626
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
227 South Ninth Avenue
Pocatello, Idaho 83201
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (208) 233-8001
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 par value common stock
-----------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: None.
<PAGE>
PART I
Item 1. Description of Business.
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Business Development.
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Dendo Global Corp. ("Dendo" or the "Company") was organized under
the laws of the State of Nevada on December 29, 1994, under the name "Top
Flight Software, Inc." Dendo was formed to develop and market specialized
software applications for pigeon breeders and racers. The operations were
unsuccessful, and Dendo ceased all operations in 1998.
Pursuant to a Limited Offering Memorandum dated July 31, 1995, Dendo
conducted a public offering of 100,000 shares of its common stock at an
offering price of $.50 per share. The offer and sale of these securities was
not registered with the Securities and Exchange Commission because they were
believed to be exempt from registration under Section 3(b) of the Securities
Act of 1933, as amended, and Rule 504 of Regulation D promulgated thereunder
by the Securities and Exchange Commission.
On September 15, 1998, Dendo's Board of Directors and Majority
Stockholders resolved to accept a Subscription Agreement of Cornelius A.
Hofman dated August 27, 1998, for the purchase of 2,500,000 "restricted
securities" (common stock) of Dendo in consideration of the sum of $25,000.
The 2,500,000 shares represented approximately 90% of the then outstanding
voting securities of Dendo. See the caption "Recent Sales of Unregistered
Securities," Part II, Item 4. Mr. Hofman was then designated to the Board of
Directors in accordance with the Nevada Revised Statutes ("NRS")and the Bylaws
of Dendo, and elected the President and Secretary; Joseph D. Nemelka, who had
previously served as the sole director and executive officer, resigned. The
funds utilized were from personal resources. The former controlling persons
of Dendo, prior to the acceptance of this subscription, were: Joe Nemelka,
49,700 shares or approximately 18.1%; and David N. Nemelka, 92,400 shares or
approximately 33.6%.
On November 2, 1998, the Articles of Incorporation were amended to
change the name of the Company to "Dendo Global Corp."
Copies of the initial Articles of Incorporation of Dendo filed in
the State of Nevada; the Articles of Amendment to change the name of the
Company to "Dendo Global Corp."; and the Bylaws of Dendo are attached hereto
and incorporated herein by reference. See Part III, Item 1.
This Registration Statement is being filed on a voluntary basis.
Management believes that being a "reporting issuer" will make Dendo more
desirable for entities that may be interested in engaging in a "reverse"
acquisition, reorganization or merger transaction, whereby the acquired entity
controls the acquiring entity, in this case, Dendo, on the completion of the
transaction. Also, the National Association of Securities Dealers, Inc. (the
"NASD") requires issuers to be "reporting issuers" prior to allowing their
securities to be quoted on its OTC Bulletin Board. Management believes the
satisfaction of this condition is important to acquisition, reorganization or
merger candidates. See the heading "Effects of Existing or Probable
Governmental Regulations," Part I, Item 1.
Business.
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The only present material operations of Dendo involve the seeking
and investigating of potential assets, property or businesses to acquire; it
is essentially a "shell," seeking a "reverse" acquisition, reorganization or
merger transaction, whereby the acquired entity will control the acquiring
entity, thereby becoming a publicly-held company.
Dendo has limited assets and conducts no material other business;
therefore, management anticipates that any such venture would require Dendo to
issue shares of its "restricted securities" (common stock) as the sole
consideration for the venture. This may result in substantial dilution of the
percentage of share ownership of current stockholders. Dendo's Board of
Directors shall make the final determination whether to complete any such
venture; and the approval of stockholders will not be sought unless required
by applicable laws, rules and regulations, its Articles of Incorporation or
Bylaws, or contract. Neither Dendo's Articles of Incorporation nor its Bylaws
require stockholder approval for any such acquisition or reorganization;
however, transactions whereby the acquired entity is merged into Dendo must be
approved by stockholders owning a majority of the outstanding voting
securities, following adoption by the Board of Directors, in accordance with
the NRS. There is no assurance that any future enterprise will be profitable
or successful.
No disclosure documentation will be provided to its stockholders
prior to any acquisition or reorganization transaction not requiring
stockholder approval. Dendo will be required to disclose any such transaction
in an 8-K Current Report to be filed with the Securities and Exchange
Commission within 15 days of the occurrence of the event, and as soon as
available or not later than 75 days, to file an amendment to the 8-K Current
Report containing audited financial statements of the business acquired, as
well as pro forma financial information consisting of a pro forma condensed
balance sheet, pro forma statements of income and accompanying explanatory
notes. The audited financial statements must be for the most recent fiscal or
calendar year, with a two year audited statement of income; quarterly periods
subsequent to the audited year end may be presented in unaudited form.
Dendo recognizes that the number of suitable potential business
ventures that may be available to it may be extremely limited, and may be
restricted to entities who desire to avoid what these entities may deem to be
the adverse factors related to an initial public offering ("IPO"). The most
prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the
amount of dilution to public investors in comparison to the stockholders of
any such entities, along with other conditions or requirements imposed by
various federal and state securities laws, rules and regulations. Any of
these types of entities, regardless of their prospects, would require Dendo to
issue a substantial number of shares of its common stock to complete any such
acquisition, reorganization or merger, usually amounting to between 80% and
95% of the outstanding shares of Dendo following the completion of any such
transaction; accordingly, investments in any such private entity, if
available, would be much more favorable than any investment in Dendo.
Dendo does not intend to restrict its search to any particular
business or industry, and the areas in which it will seek out acquisitions,
reorganizations or mergers may include, but will not be limited to, the fields
of high technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others.
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; the
candidate's 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 the candidate's 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 the candidate's 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 mode, 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. Further, 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 enterprise will be unproven and cannot be predicted
with any certainty.
Management will attempt to meet personally with management and key
personnel of the acquisition, reorganization or merger candidate, and to 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 and Dendo's limited resources, these
activities may be limited.
Dendo is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. Dendo anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker/dealers in securities, venture capital
personnel, members of the financial community and others who may present
unsolicited proposals. In certain cases, Dendo may agree to pay a finder's fee
or to otherwise compensate the persons who submit a potential business
endeavor in which Dendo eventually participates. Such persons may include
Dendo'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. Management will not acquire or merge with any business in
which it has an ownership interest.
Dendo's past and present directors and executive officers have not
used any particular consultants, advisors or finders on a regular basis.
Dendo may compensate members of management in the future for
services that they may perform for Dendo. Because Dendo currently has
extremely limited resources, and is unlikely to have any significant resources
until it has completed an acquisition, reorganization or merger, management
expects that any such compensation would take the form of an issuance of
Dendo's "restricted securities" (common stock)to these persons; this would
have the effect of further diluting the holdings of Dendo's other
stockholders. There are no present arrangements or plans to pay any such
compensation.
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 $350,000. 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. Management may actively negotiate or otherwise consent to the purchase
of all or any portion of its common stock as a condition to, or in connection
with, a proposed acquisition, reorganization or merger. It is not anticipated
that any such opportunity will be afforded to other stockholders or that such
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transactions. In the event that such fees are paid,
they may become a factor in negotiations regarding any potential acquisition
by Dendo and, accordingly, may present a conflict of interest for such
individuals.
None of Dendo's directors, executive officers or promoters,
or 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, reorganization or merger transaction with
Dendo. Nor are there any present plans, proposals, arrangements or
understandings with anyone regarding the possibility of any acquisition,
reorganization or merger involving Dendo.
Risk Factors.
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In any business venture, there are substantial risks specific to
the particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, Dendo's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue.
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Dendo has virtually no assets and has had no revenue for over five
years or to the date hereof. Nor will Dendo receive any revenues until it
completes an acquisition, reorganization or merger, at the earliest. Dendo
can provide no assurance that any acquired business will produce any material
revenues for Dendo or its stockholders or that any such business will operate
on a profitable basis.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions.
- -------------
Dendo has not yet identified any assets, property or business that
it may acquire, so potential investors will have virtually no substantive
information upon which to base a decision whether to invest in Dendo.
Potential investors would have access to significantly more information if
Dendo had already identified a potential acquisition, reorganization or merger
candidate or if the candidate had made an offering of its securities directly
to the public in an IPO. Dendo can provide no assurance that any investment
in Dendo will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
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To date, Dendo has not identified any particular industry or
business in which to concentrate its acquisition efforts. Accordingly,
prospective investors currently have no basis to evaluate the comparative
risks and merits of investing in the industry or business in which Dendo may
acquire. To the extent that Dendo may acquire a business in a high risk
industry, Dendo will become subject to those risks. Similarly, if Dendo
acquires a financially unstable business or a business that is in the early
stages of development, Dendo will become subject to the numerous risks to
which such businesses are subject. Although management intends to consider
the risks inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition.
-----------------------------------
Management has had no preliminary contact or discussions regarding,
and there are no present plans, proposals or arrangements to acquire any
specific assets, property or business. Accordingly, it is unclear whether
such an acquisition would take the form of an exchange of capital stock, a
merger or an asset acquisition. However, because Dendo has virtually no
resources as of the date of this Registration Statement, management expects
that any such acquisition would take the form of an exchange of capital stock.
See Part I, Item 2.
State Restrictions on "Blank Check" Companies.
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A total of 36 states prohibit or substantially restrict the
registration and sale of "blank check" companies within their borders.
Additionally, 36 states use "merit review powers" to exclude securities
offerings from their borders in an effort to screen out offerings of highly
dubious quality. See paragraph 8221, NASAA Reports, CCH Topical Law Reports,
1990. Dendo intends to comply fully with all state securities laws, and plans
to take the steps necessary to ensure that any future offering of its
securities is limited to those states in which such offerings are allowed.
However, while Dendo has no substantive business operations and is deemed to
be a "blank check" Company, these legal restrictions may have a material
adverse impact on Dendo's ability to raise capital because potential
purchasers of Dendo's securities must be residents of states that permit the
purchase of such securities. These restrictions may also limit or prohibit
stockholders from reselling shares of Dendo's common stock within the borders
of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies. Because Dendo does
not intend to make any offering of its securities in the foreseeable future,
management does not believe that any state restriction on "blank check"
offerings will have any material effect on Dendo.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Hawaii, Nebraska and New York) have
adopted some form of SCOR. States participating in the SCOR program also allow
applications for registration of securities by qualification by filing a Form
U-7 with the states' securities commissions. Nevertheless, Dendo does not
anticipate making any SCOR offering or other public offering in the
foreseeable future, even in any jurisdiction where it may be eligible for
participation in SCOR, despite its status as a "blank check" or "blind pool"
company.
The net effect of these laws, rules and regulations will be to place
significant restrictions on Dendo's ability to register, offer and sell and/or
to develop a secondary market for shares of Dendo's common stock in virtually
every jurisdiction in the United States. These restrictions should cease once
and if Dendo acquires a venture by purchase, reorganization or merger, so long
as the business operations succeeded to involve sufficient activities of a
specific nature.
Management to Devote Insignificant Time to Activities of the
Company.
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Members of Dendo's management are not required to devote
their full time to the affairs of Dendo. Because of their time
commitments, as well as the fact that Dendo has no business operations,
the members of management currently devote approximately one hour per week to
the activities of Dendo, until such time as Dendo has identified a suitable
acquisition, reorganization or merger candidate.
No Market for Common Stock; No Market for Shares.
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Although the Company may submit for quotations of its common stock
on the OTC Bulletin Board of the NASD before any merger or acquisition
transaction, and to seek a broker/dealer to act as "market maker" for its
securities (without the use of any consultant), there is currently no market
for such shares; there have been no discussions with any broker/dealer or any
other person in this regard; and no market maker has been identified There
can be no assurance that such a market will ever develop or be maintained.
Any market price for shares of common stock of Dendo is likely to be very
volatile, and numerous factors beyond the control of Dendo may have a
significant effect. In addition, the stock markets generally have
experienced, and continue to experience, extreme price and volume fluctuations
which have affected the market price of many small capital companies and which
have often been unrelated to the operating performance of these companies.
These broad market fluctuations, as well as general economic and political
conditions, may adversely affect the market price of Dendo's common stock in
any market that may develop. Sales of "restricted securities" under Rule 144
may also have an adverse effect on any market that may develop. Of the
2,275,000 outstanding shares of Dendo's common stock, 2,175,000 are designated
as "restricted securities," and all have satisfied the one year "holding
period" requirements of Rule 144; the filing and effectiveness of this
Registration Statement, along with the continued filing of all required
reports with the Securities and Exchange Commission by Dendo, will make Rule
144 available to the holders of these "restricted securities." See Part II,
Item 4, and Part III, Item 1.
Risks of "Penny Stock."
-----------------------
Dendo's common stock may be deemed to be "penny stock" as that term
is defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny
stocks are stocks (i) with a price of less than $5.00 per share; (ii) that are
not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must
still meet requirement (i) above); or (iv) in issuers with net tangible assets
less than $2,000,000 (if the issuer has been in continuous operation for at
least three years) or $5,000,000 (if in continuous operation for less than
three years), or with average revenues of less than $6,000,000 for the last
three years.
There has been no "established public market" for Dendo's common
stock during the last five years. At such time as Dendo completes a merger or
acquisition transaction, if at all, it may attempt to qualify for quotation on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Rule 15g-2 of the Securities and Exchange Commission require
broker/dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Dendo's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission
requires broker/dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that
investor. This procedure requires the broker/dealer to (i) obtain from the
investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker/dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in Dendo's common stock to resell their
shares to third parties or to otherwise dispose of them.
Dendo May Be Deemed to Be a "Blank Check" Company.
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The limited business operations of Dendo, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by Dendo are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of Dendo or pursuant to a reorganization or merger
through which securities of Dendo will be issued or exchanged.
Dendo Will Seek Out Business Opportunities.
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Management will seek out and investigate business opportunities
through every reasonably available fashion, including personal contacts,
professionals, securities broker/dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
Dendo may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger in
financial publications.
Competitive Business Conditions.
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Management believes that there are literally thousands of "blank
check" or "shells" companies engaged in endeavors similar to those engaged in
by the Dendo; many of these companies have substantial current assets and cash
reserves. Competitors also include thousands of other publicly-held companies
whose business operations have proven unsuccessful, and whose only viable
business opportunity is that of providing a publicly-held vehicle through
which a private entity may have access to the public capital markets. There is
no reasonable way to predict the competitive position of Dendo or any
other entity in the strata of these endeavors; however, Dendo, having
limited assets and cash reserves, will no doubt be at a competitive
disadvantage in competing with entities which have recently completed IPO's,
have significant cash resources and have recent operating histories when
compared with the complete lack of any substantive operations by Dendo
for the past several years.
Need for any Governmental Approval of Principal Products or
Services.
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Because Dendo currently produces no products or services, it
is not presently subject to any governmental regulation in this regard.
However, in the event that Dendo engages an acquisition, reorganization or
merger transaction with an entity that engages in such activities, it will
become subject to all governmental approval requirements to which the merged
or acquired entity is subject.
Effect of Existing or Probable Governmental Regulations on
Business.
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The integrated disclosure system for small business issuers
adopted by the Securities and Exchange Commission in Release No. 34-30968 and
effective as of August 13, 1992, substantially modified the information and
financial requirements of a "Small Business Issuer," defined to be an issuer
that has revenues of less than $25,000,000; is a U.S. or Canadian issuer; is
not an investment company; and if a majority-owned subsidiary, the parent is
also a small business issuer; provided, however, an entity is not a small
business issuer if it has a public float (the aggregate market value of the
issuer's outstanding securities held by non-affiliates) of $25,000,000 or
more. Based upon this criteria, Dendo is a "Small Business Issuer."
The Securities and Exchange Commission, state securities commissions
and the North American Securities Administrators Association, Inc. ("NASAA")
have expressed an interest in adopting policies that will streamline the
registration process and make it easier for a small business issuer to have
access to the public capital markets. The present laws, rules and regulations
designed to promote availability to the small business issuer of these capital
markets and similar laws, rules and regulations that may be adopted in the
future will substantially limit the demand for "blank check" companies like
Dendo, and may make the use of these companies obsolete.
Effective January 4, 1999, the NASD adopted rules and regulations
requiring that prior to any issuer having its securities quoted on the OTC
Bulletin Board of the NASD that such issuer must be a "reporting issuer" which
is required to file reports under Section 13 or 15(d) of the Securities and
Exchange Act of the 1934, as amended. The Company is not currently a
"reporting issuer," and this Registration Statement should allow the Company's
common stock to be quoted on the OTC Bulletin Board; however, management does
not expect any public market to develop unless and until Dendo completes an
acquisition, reorganization or merger. See Part II, Item 1.
Cost and Effects of Compliance with Environmental Laws.
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None; not applicable. However, environmental laws, rules and
regulations may have an adverse effect on any business venture viewed by the
Dendo as an attractive acquisition, reorganization or merger candidate, and
these factors may further limit the number of potential candidates available
to Dendo for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- --------------------------------------------------------------------
Plan of Operation.
- ------------------
Dendo has not engaged in any material operations or had any
revenues from operations during the last two fiscal years. Dendo's plan
of operation for the next 12 months is to continue to seek the acquisition of
assets, property or business that may benefit Dendo and its stockholders.
Dendo has virtually no resources, and management anticipates that to achieve
any such acquisition, Dendo will be required to issue shares of its common
stock as the sole consideration for such venture.
During the next 12 months, Dendo's only foreseeable cash
requirements will relate to maintaining Dendo in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture; current cash assets are believed to be sufficient for this
purpose during the next 12 months.
Results of Operations.
- ---------------------
Dendo has had no material operations for over five years.
It incurred losses of ($6,941), for the year ended December 31,
1998; and ($16,264) for the year ended December 31, 1997, from discontinued
operations.
There were no revenues during the periods ended September 30, 1999
and 1998. General and administrative expenses were $15,172 during September
30, 1999, and $0 during the period ended September 30, 1998. These expenses
are primarily legal and accounting costs.
Liquidity.
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During the year ended December 31, 1998, cash in the bank was
$30,034, compared to $7,776 for the year ended December 31, 1997, with
liabilities of $1,939 and $1,872, respectively. $25,000 was provided by
subscriptions for the purchase of 2,500,000 shares of Dendo's common stock at
a price of $0.01 per share during 1998.
At September 30, 1999, cash resources amount to $13,285, with no
liabilities; legal fees and accounting fees for this Registration Statement
have been primarily paid.
Year 2000.
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Dendo presently has no material operations, and is seeking a
suitable candidate for a merger or acquisition transaction. Due to its very
limited activities and assets, management does not believe that the change of
year to the year 2000 will have any material effect on its business, results
of operations or financial condition.
In seeking out a merger or acquisition target, management will
take into account the ways in which the Year 2000 may materially affect the
operations of any such target. However, until such an entity has been
identified, management can not accurately predict how (if at all) the Year
2000 issues may affect the operations of the reorganized Company. At such
time as Dendo completes such a reorganization, it will timely disclose
all material Year 2000 issues in the appropriate filing with the Securities
and Exchange Commission.
For the foregoing reasons, management has determined that the
potential consequences of the Year 2000 would not have a present material
effect on its business, results of operations or financial condition.
Item 3. Description of Property.
- ---------------------------------
Dendo has no assets, property or business; its principal
executive office address and telephone number are the office address and
telephone number of its President, Cornelius A. Hofman, and are provided at no
cost. Because Dendo has no current business operations, its activities
have been limited to keeping itself in good standing in the State of Nevada,
and with preparing this Registration Statement and the accompanying financial
statements. These activities have consumed an insignificant amount of
management's time; accordingly, the costs to Mr. Hofman of providing the use
of his office and telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
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Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons
who own more than 5% of Dendo's common stock as of the date of this
Registration Statement:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the share holdings of Dendo's
directors and executive officers as of the date of this Registration
Statement:
Number of Shares Percentage of
Name and Address Beneficially Owned of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Cornelius A. Hofman 2,500,000 90%
227 South Ninth Avenue
Pocatello, Idaho 83201
TOTAL 2,500,000 90%
All Directors and Officers
as a group (1)
- --------------
2,500,000 90%
Changes in Control.
- -------------------
There are no present arrangements or pledges of Dendo's
securities which may result in a change in control of Dendo; however, see the
heading "Business Development," Part I, Item 1, respecting the acquisition of
a controlling interest in Dendo by Mr. Hofman.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of Dendo. These persons will serve until the
next annual meeting of the stockholders (held in April of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Cornelius A. Hofman President 9/15/98 *
Secretary 9/15/98 *
Director 9/15/98 *
</TABLE>
* This person presently serves in the capacities indicated.
Business Experience.
- --------------------
Cornelius A. Hofman, President, Secretary and Director. Mr. Hofman
is 32 years of age. Since 1995 to present, Mr. Hofman has served as the
President of General Economic Consulting, Inc., where he provides a broad
range of valuation services to businesses, governments, individuals, attorneys
and investment groups in the context of mergers, expansions, acquisitions,
divestitures and litigation. From 1993 until 1995, he was engaged as an
Economist, by Crowe, Chizek & Company, where he provided consulting services
regarding business valuations, mergers, acquisitions, company divestitures,
economic damage disputes, stock option valuations, preferred stock valuations
and related transactions. Mr. Hofman has BA , Asian Studies, Cornell
University, 1991, where he graduated Magna Cum Laude; an MA, Japanese Studies,
University of Pennsylvania, 1992; and an MBA, Economics and Finance,
University of Chicago, 1994. Mr. Hofman has been the Editor, The Economic
Counselor, since 1997; is a member of the American Economics Association, the
National Association of Forensic Economics and the American Law and Economics
Association; and is a frequent lecturer.
Significant Employees.
- ----------------------
Dendo has no significant employees who are not executive officers.
Family Relationships.
- ---------------------
Mr. Hofman serves as the sole director and executive officer of
Dendo.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director,
executive officer or person nominated to become a director or an executive
officer of Dendo:
(1) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by Dendo for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual rictedlying Pay- Comp-
Position Ended ($) ($) Compen-Stock Optionsouts ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cornelius A.
Hofman 12/31/98 0 0 0 0 0 0 0
President, 9/30/99 0 0 0 0 0 0 0
Secretary
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive
plan awards were issued or granted to Dendo's management during the
calendar years ended December 31, 1998 or 1997, or the period ended September
30, 1999. Further, no member of Dendo's management has been granted any
option or stock appreciation rights; accordingly, no tables relating to such
items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which Dendo's
directors are compensated for any services provided as director. No
additional amounts are payable to Dendo's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from Dendo, with respect
to any director or executive officer of Dendo which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with Dendo, any change in
control of Dendo, or a change in the person's responsibilities following a
change in control of Dendo.
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Except as indicated under the heading "Business Development,"
Part I, Item 1, and in Note 4 to the financial statements of Dendo (Part F/S)
accompanying this Registration Statement, there have been no material
transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, to which Dendo and any director, executive
officer, 5% stockholder or associate of any of these persons.
Item 8. Description of Securities.
- -----------------------------------
Common Stock.
- -------------
Dendo has 50,000,000 shares of $0.001 par value common voting stock
authorized; 2,775,000 shares of common stock are presently outstanding. The
holders of common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of Dendo have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of Dendo, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of the common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options or calls to purchase any authorized
but unissued securities of Dendo.
There is no provision in Dendo's Articles of Incorporation,
as amended, or Bylaws, that would delay, defer or prevent a change in control
of Dendo.
Preferred Stock.
- ----------------
Dendo is authorized to issue 5,000,000 shares of preferred stock,
having a par value of $0.001 per share. The Board of Directors, by resolution
and without the vote of the stockholders, may amend the Articles of
Incorporation of Dendo to prescribe classes, series and the number of each
class or series of such preferred stock and the voting powers, designations,
preferences, limitations, restrictions and the relative rights of each such
class or series. No such designations have been made by the Board of
Directors, and no shares of preferred stock are outstanding.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of Dendo. Dendo intends to submit it common stock
for quotation on the OTC Bulletin Board of the National Association of
Securities Dealers ("NASD"); however, management does not expect any public
market to develop unless and until Dendo completes an acquisition,
reorganization or merger. In any event, no assurance can be given that any
market for Dendo's common stock will develop or be maintained. If a
public market ever develops in the future, the sale of "restricted securities"
(common stock) pursuant to Rule 144 of the Securities and Exchange Commission
by members of management and others may have a substantial adverse impact on
any such public market. See the heading "Risk Factors," Part I, Item 1,
specifically the risk factor entitled "No Market for Common Stock; No Market
for Shares."
Holders.
- --------
The number of record holders of Dendo's securities as of the
date of this Registration Statement is approximately 46; based upon an
examination of the current list of Dendo's stockholders, there are no
securities held in the names of CEDE & Co., Depository Trust Company or any
broker/dealer.
Dividends.
- ----------
Dendo has not declared any cash dividends with respect to
its common stock, and does not intend to declare dividends in the foreseeable
future. The future dividend policy of Dendo cannot be ascertained with any
certainty, and if and until Dendo completes any acquisition, reorganization or
merger, no such policy will be formulated. There are no material restrictions
limiting, or that are likely to limit, Dendo's ability to pay dividends on its
securities.
Item 2. Legal Proceedings.
- ---------------------------
Dendo is not a party to any pending legal proceeding and, to the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against Dendo. No director, executive
officer or affiliate of Dendo or owner of record or beneficially of more than
5% of Dendo's common stock is a party adverse to Dendo or has a material
interest adverse to Dendo in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no change in Dendo's principal independent
accountants during the past two fiscal years ended December 31, 1998 or 1997
or to the date of this Registration Statement.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Name Date Shares Consideration
- ---- ---- ------ -------------
Cornelius A. Hofman 9/15/98 2,500,000 $25,000
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Article XI of Dendo's Articles of Incorporation provides that no
director or officer shall be personally liable to Dendo or its stockholders
for monetary damages for any breach of fiduciary duty by such person as a
director or officer, except for certain misconduct prohibited by the NRS.
Section 78.751(1) of NRS authorizes a Nevada corporation to
indemnify any director, officer, employee, or corporate agent "who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, except an action by or in the right of the corporation" due
to his or her corporate role. Section 78.751(1) extends this protection
"against expenses, including attorneys' fees, judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her in
connection with the action, suit or proceeding if he or she acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of
the reasonable defense or settlement expenses of a corporate director,
officer, employee or agent who is sued, or is threatened with a suit, by or in
the right of the corporation. The party must have been acting in good faith
and with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or
agent is successful on the merits or otherwise in defending any action or
proceeding referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of
the NRS requires that he be indemnified "against expenses, including
attorneys' fees, actually and reasonably incurred by him or her in connection
with the defense."
Section 78.751 (4) of the NRS limits indemnification under
Sections 78.751 (1) and 78.751(2) to situations in which either (1) the
stockholders, (2)the majority of a disinterested quorum of directors, or (3)
independent legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has
the right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Independent Auditor's Report.
Balance Sheet-December 31, 1998 and 1997.
Statement of Operations for the Years Ended December 31, 1998
and 1997; and from inception through December 31, 1998.
Statement of Stockholder's Equity from Inception through December
31, 1998.
Statement of Cash Flows for the Years Ended December 31, 1998
and 1997; and from Inception through December 31, 1998.
Notes to Financial Statements.
<PAGE>
DENDO GLOBAL CORPORATION
(Formerly Top Flight Software, Inc.)
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1998 and 1997
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
DENDO GLOBAL CORPORATION
Pocatello, Idaho
We have audited the accompanying balance sheets of Dendo Global Corporation [a
development stage company] at December 31, 1998 and 1997, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1998 and 1997 and for the period from inception on December
29, 1994 through December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 audited by us present fairly, in all
material respects, the financial position of Dendo Global Corporation [a
development stage company] as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the year ended December 31, 1998 and
1997 and for the period from inception through December 31, 1998, in
conformity with generally accepted accounting principles.
/S/Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
January 20, 1999
Salt Lake City, Utah
<PAGE>
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
BALANCE SHEETS
<CAPTION>
ASSETS
December 31,
------------------------
1998 1997
___________ ___________
<S> <C> <C>
CURRENT ASSETS:
Cash in bank $ 30,034 $ 7,776
Other current assets 37 81
___________ ___________
Total Current Assets 30,071 7,857
___________ ___________
OTHER ASSETS:
Net assets from discontinued
operations 8,611 12,699
___________ ___________
8,611 12,699
___________ ___________
$ 38,682 $ 20,556
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,939 $ 1,080
Accrued payroll and payroll taxes - 711
Capital lease obligations - 81
___________ ___________
Total Current Liabilities 1,939 1,872
___________ ___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 5,000,000
shares authorized, no shares issued and
outstanding - -
Common stock, $.001 par value, 50,000,000
shares authorized, 2,775,000 and 275,000
shares issued and outstanding at December
31, 1998 and 1997 2,775 275
Capital in excess of par value 70,398 47,898
Deficit accumulated during the development stage(36,430) (29,489)
___________ ___________
Total Stockholders' Equity 36,743 18,684
___________ ___________
$ 38,682 $ 20,556
___________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENTS OF OPERATIONS
For the Year From Inception
Ended on December 29,
December 31, 1994 Through
______________________ December 31,
1998 1997 1998
___________ __________ ____________
<S> <C> <C> <C>
REVENUE:
Net sales $ - $ - $ -
COST OF GOODS SOLD - - -
___________ ___________ ___________
Gross Profit - - -
OPERATING EXPENSES:
General and administrative - - -
___________ ___________ ___________
OPERATING LOSS - - -
___________ ___________ ___________
OTHER INCOME (EXPENSES) - - -
___________ ___________ ___________
Total Other Income (Expenses) - - -
___________ ___________ ___________
(LOSS) BEFORE INCOME TAXES - - -
___________ ___________ ___________
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
___________ ___________ ___________
LOSS FROM CONTINUING OPERATIONS - - -
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
line of business (6,941) (16,264) (36,430)
___________ ___________ ___________
NET LOSS $ (6,941) $ (16,264) $ (36,430)
___________ ___________ ___________
LOSS PER COMMON SHARE:
Continuing operations $ (.00) $ (.00) $ (.00)
Discontinued operations (.00) (.02) (.07)
___________ ___________ ___________
Net Loss (.00) (.02) (.07)
___________ ___________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCEPTION ON DECEMBER 29, 1994
THROUGH DECEMBER 31, 1998
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
____________________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
December 29, 1994 - $ - - $ - $ - $ -
Issuance of common stock
to initial stockholders
for cash at $.04 per
share, December, 1994 - - 12,500 12 488 -
Net loss for the period
ended December 31, 1994 - - - - - (6)
BALANCE,
December 31, 1994 - - 12,500 12 488 (6)
Issuance of restricted
common stock cash, January
- February 1995 at $.01
to $.04 per share - - 162,500 163 1,837 -
Issuance of common stock
pursuant to a public
offering for cash,
September - December, 1995
at $.50 per share, net of
offering costs of $4,327 - - 100,000 100 45,573 -
Net loss for the year ended
December 31, 1995 - - - - - (5,758)
BALANCE,
December 31, 1995 - - 275,000 275 47,898 (5,764)
Net loss for the year ended
December 31, 1996 - - - - - (7,461)
BALANCE, December 31, 1996 - - 275,000 275 47,898 (13,225)
Net loss for the year ended
December 31, 1997 - - - - - (16,264)
BALANCE,
December 31, 1997 - - 275,000 275 47,898 (29,489)
Issuance of restricted
common stock for cash,
August, 1998 at $.01 per
share - - 2,500,000 2,500 22,500 -
Net loss for the year ended
December 31, 1998 - - - - - (6,941)
BALANCE,
December 31, 1998 - $ - 2,775,000 2,775 $70,398 $(36,430)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Year From Inception
Ended on December 29,
December 31, 1994 Through
December 31,
1998 1997 1998
<S> <C> <C> <C>
Cash Flows Provided by Operating Activities:
Net loss $ (6,941) $ (16,264) $ (36,430)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization expense 4,088 3,938 10,273
Changes in assets and liabilities:
Other current assets 44 (81) (37)
Accounts payable 1,817 (41) 1,939
Other accrued liabilities (711) 152 -
___________ ___________ ___________
Net Cash Flows (Used) by
Operating Activities (1,703) (12,296) (24,255)
___________ ___________ ___________
Cash Flows Provided by Investing Activities:
Organization costs - - (330)
Purchase of equipment - (2,577) (6,023)
Payment of software development cost - - (12,531)
___________ ___________ ___________
Net Cash (Used) by Investing
Activities - (2,577) (18,884)
___________ ___________ ___________
Cash Flows Provided by Financing Activities:
Proceeds from common stock issuance 25,000 - 77,500
Stock offering costs - - (4,327)
Proceeds from capital lease - 1,039 8,500
Payments on capital lease (1,039) - (8,500)
___________ ___________ ___________
Net Cash Provided by
Financing Activities 23,961 1,039 73,173
___________ ___________ ___________
Net Increase (Decrease) in Cash 22,258 (13,834) 30,034
Cash at Beginning of Period 7,776 21,610 -
___________ ___________ ___________
Cash at End of Period $ 30,034 $ 7,776 $ 30,034
___________ ___________ ___________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ 15 $ 53 $ 79
Income taxes $ - $ - $ -
Supplemental Schedule of Noncash Investing and Financial Activities:
During the year ended December 31, 1998 and 1997:
None
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Dendo Global Corporation (the Company) was organized
under the laws of the State of Nevada on December 29, 1994. The Company has
been developing and marketing management software for pigeon breeders and
racers. The Company is considered a development stage company as defined
in SFAS No. 7. However, the business proved to be unsuccessful and,
subsequent to the year end, the Company discontinued its operations and is
now exploring various other business opportunities. The Company has, at
the present time, not paid any dividends and any dividends that may be
paid in the future will depend upon the financial requirements of the Company
and other relevant factors.
Organization Costs - The Company expensed its organization costs, which
reflect amounts expended to organize the Company.
Depreciation Methods - The cost of property and equipment is being
depreciated using the straight-line method over the estimated useful lives
of the related assets of five years.
Research and Development - The Company expenses software development
costs incurred prior to the establishment of technological feasibility as
research and development costs.
Capitalized Software Costs - The Company capitalizes software
development costs incurred after technological feasibility of the software
product has been established. Amortization of the capitalized costs are
computed on a product by product basis over the estimated useful lives of the
products. Software costs are carried at the net of unamortized cost or
net realizable value, whichever is lower. Net realizable value is
reviewed on an annual basis after assessing potential sales of the
product.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the periods presented.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments purchased with
a maturity of three months or less to be cash equivalents.
Accounting 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 property and equipment, software development cost and
liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ from
those estimated.
Recently Enacted Accounting Standards-SFAS No. 130, "Reporting
Comprehensive Income", SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", SFAS No. 132, "Employer's Disclosure
about Pensions and Other Postretirement Benefits", SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", and SFAS
No. 134, "Accounting for Mortgage-Backed Securities " were recently
issued. SFAS No. 130, 131, 132, 133 and 134 have no current applicability
to the Company or their effect on the financial statements would not have
been significant.
NOTE 2 - DISCONTINUED OPERATIONS
Subsequent to the year ended December 31, 1998, the Company discontinued
its development and marketing of management software for pigeon breeding
and racing operations and is exploring various other business
opportunities [See Note 9].
NOTE 3 - CAPITAL STOCK TRANSACTIONS
Change in Control - During August 1998, an individual purchased 2,500,000
shares of common stock of the Company giving him 90% controlling interest
in the Company. Total proceeds from the sale of stock amounted to $25,000
(or $.01 per share). The former officer and director resigned and the
individual was elected as the new president and board member.
Preferred Stock - The Company has authorized 5,000,000 shares of
preferred stock, $.001 par value with such rights, preferences and
designations and to be issued in such series as determined by the Board of
Directors. No shares are issued or outstanding at December 31, 1998 and 1997.
NOTE 4 - RELATED PARTY TRANSACTIONS
Rent - The Company has not had a need to rent office space. An officer
of the Company is allowing the Company to use his address, as needed, at no
expense to the Company.
Management Compensation - The Company agreed to pay its former president
35% of sales as partial compensation or in lieu of regular compensation
for services to be rendered ($700 minimum per month). Management reserved
the right to change this arrangement at any time. During 1998, the
Company transferred the remaining net assets of the Company to the former
president in payment for compensation owed to him. During 1997, the
Company paid a total of $1,259 in compensation. New management does not
have an employment agreement and is not anticipating taking compensation
at this time.
Consulting Agreement - The Company entered into two consulting agreements
with an entity related to a shareholder. The entity received total fees
for the years ended December 31, 1998 and 1997 of $0 and $0 respectively.
Software Source Code - During 1995 the Company acquired the rights to a
nearly completed software product (source code) from a partnership related
to certain shareholders of the Company for $7,500.
NOTE 5 - DISTRIBUTOR AGREEMENTS
During 1996, the Company entered into three distribution agreements. The
distribution agreements provide commissions of 30% to 100% of the unit
price of the Company's Windows Software product depending on the number of
units sold. The agreements provide each distributor exclusive rights to
sell the Company's Windows Software in certain foreign countries. The
agreements are valid for five years beginning January, 1996. However, the
Company subsequently discontinued selling software products [See Note 9].
NOTE 6 - INCOME TAXES
The Company accounts for income taxes in accordance with Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
FASB 109 requires the Company to provide a net deferred tax/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax and any available operating loss or tax
credit carryforwards. At December 31, 1998, the Company has available
unused operating loss carryforwards of approximately $36,400, which may be
applied against future taxable income and which expire in various years
through 2018. The amount of and ultimate realization of the benefits from
the operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earning of the Company, and
other future events, the effects of which cannot be determined. Because
of the uncertainty surrounding the realization of the loss carryforwards
the Company has established a valuation allowance equal to the tax effect
of the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The change in the valuation
allowance is equal to the tax effect of the current period's net loss.
NOTE 7 GOING CONCERN
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles which contemplate
continuation of the Company as a going concern. However, the Company is
still in a development stage, has incurred losses since inception and has
not yet been successful in establishing profitable operations. The
financial statements do not include any adjustments that might result if
the Company is unsuccessful at establishing profitable operations.
<PAGE>
NOTE 8 LOSS PER SHARE
The following data shows the amounts used in computing loss per share for
the periods presented:
<TABLE>
For the From Inception
Year Ended on December 29,
December 31, 1994 Through
December 31,
1998 1997 1998
<S> <C> <C> <C>
Loss from continuing operations
available to common shareholders
(numerator) $ - $ - $ -
Loss from discontinued operations
available to common shareholders
(numerator) (6,941) (16,264) (36,430)
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 1,316,096 1,003,014 509,979
</TABLE>
NOTE 9 SUBSEQUENT EVENTS
Discontinued Operations - The accompanying financial statements as of
December 31, 1998 and 1997 have been reclassified to reflect management's
decision to discontinue the Company's operations in development and
marketing of management software for pigeon breeding and racing operations.
The net assets related to the development and marketing of management
software for pigeon breeders and racers are included on the Company's
December 31, 1998 balance sheet as "net assets of discontinued operations".
The Company's operations in the development and marketing of management
software for pigeon breeders and racers for the years ended December 31, 1998
and 1997 are included as Discontinued Operations in the financial statements
of the Company.
Assets to be disposed of consisted of the following at December 31, 1998:
1998 1997
Property and equipment, net $ 2,283 $ 3,799
Software development cost, net 3,748 5,248
Programming services, net 2,515 3,521
Organization costs, net 65 131
Totals $ 8,611 $ 12,699
Assets are shown at their net book values.
NOTE 10 - DISCONTINUED OPERATIONS
The following is a condensed, proforma statement of operations that
reflects what the presentation would have been without the reclassifications
required by "discontinued operations" accounting principles:
<TABLE>
For the From Inception
Year Ended on December 29,
December 31, 1994 Through
December 31,
1998 1997 1998
<S> <C> <C> <C>
Net Sales: $ 3,181 $ 4,340 $ 17,056
Cost of Goods Sold: (2,506) (2,509) (6,368)
Other Operating Expenses: (7,601) (18,043) (48,918)
Other Income (Expense): (15) (52) 1,800
Net loss: $ (6,941) $ (16,264) $ 36,430
loss per Share: $ (.00) $ (.02) $ .07
</TABLE>
Unaudited Balance Sheet for the Period Ended September 30, 1999.
Unaudited Statements of Operations for the Periods Ended September 30, 1999
and 1998.
Unaudited Statement of Stockholders' Equity from Inception through September
30, 1999.
Unaudited Statements of Cash Flows for the Periods Ended September 30, 1999
and 1998.
Notes to Financial Statements
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
BALANCE SHEETS
<CAPTION>
[UNAUDITED]
ASSETS
September 30,
1999
_______________
<S> <C>
CURRENT ASSETS:
Cash in bank $ 13,285
Other current assets 37
_______________
Total Current Assets 13,322
NET ASSETS OF DISCONTINUED OPERATIONS -
_______________
$ 13,322
_______________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ -
_______________
Total Current Liabilities -
_______________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding -
Common stock, $.001 par value, 50,000,000
shares authorized, 2,775,000 shares issued
and outstanding at September 31, 1999 2,775
Capital in excess of par value 70,398
Deficit accumulated during the development stage (59,851)
_______________
Total Stockholders' Equity 13,322
_______________
$ 13,322
_______________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENTS OF OPERATIONS
[UNAUDITED]
For the Nine From Inception
Months Ended on December 29,
September 30, 1994 Through
September 30,
1999 1998 1999
<S> <C> <C> <C>
REVENUE:
Net sales $ - $ - $ -
COST OF GOODS SOLD - - -
___________ ___________ ___________
Gross Profit - - -
OPERATING EXPENSES:
General and administrative 15,172 - 15,172
___________ ___________ ___________
Total Operating Expenses 15,172 - 15,172
___________ ___________ ___________
OPERATING LOSS (15,172) - (15,172)
___________ ___________ ___________
OTHER INCOME (EXPENSES)
Interest Income 296 - 296
___________ ___________ ___________
Total Other Income (Expenses) 296 - 296
___________ ___________ ___________
(LOSS) BEFORE INCOME TAXES (14,876) - (14,876)
___________ ___________ ___________
CURRENT INCOME TAX EXPENSE - - -
DEFERRED INCOME TAX EXPENSE - - -
___________ ___________ ___________
LOSS FROM CONTINUING OPERATIONS (14,876) - (14,876)
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
line of business (8,545) (3,969) (44,975)
___________ ___________ ___________
NET LOSS $ (23,421) $ (3,969) $ (59,851)
___________ ___________ ___________
LOSS PER COMMON SHARE:
Continuing operations $ (.01) $ (.00) $ (.05)
Discontinued operations (.00) (.00) (.02)
___________ ___________ ___________
Net Loss (.01) (.00) (.07)
___________ ___________ ___________
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
<CAPTION>
FROM INCEPTION ON DECEMBER 29, 1994
THROUGH SEPTEMBER 30, 1999
Deficit
Accumulated
Preferred Stock Common Stock Capital in During the
____________________________ Excess of Development
Shares Amount Shares Amount Par Value Stage
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
December 29, 1994 - $ - - $ - $ - $ -
Issuance of common stock
to initial stockholders
for cash at $.04 per
share, December, 1994 - - 12,500 12 488 -
Net loss for the period
ended December 31, 1994 - - - - - (6)
BALANCE,
December 31, 1994 - - 12,500 12 488 (6)
Issuance of restricted
common stock cash, January
- February 1995 at $.01
to $.04 per share - - 162,500 163 1,837 -
Issuance of common stock
pursuant to a public
offering for cash,
September - December, 1995
at $.50 per share, net of
offering costs of $4,327 - - 100,000 100 45,573 -
Net loss for the year ended
December 31, 1995 - - - - - (5,758)
BALANCE,
December 31, 1995 - - 275,000 275 47,898 (5,764)
Net loss for the year ended
December 31, 1996 - - - - - (7,461)
BALANCE, December 31, 1996 - - 275,000 275 47,898 (13,225)
Net loss for the year ended
December 31, 1997 - - - - - (16,264)
BALANCE,
December 31, 1997 - - 275,000 275 47,898 (29,489)
Issuance of restricted
common stock for cash,
August, 1998 at $.01 per
share - - 2,500,000 2,500 22,500 -
Net loss for the year ended
December 31, 1998 - - - - - (6,941)
BALANCE,
December 31, 1998 - $ - 2,775,000 2,775 $70,398 $(36,430)
Net loss for the nine
months ended September 30,
1999 - - - - - (23,421)
BALANCE,
September 30, 1999 - $ - 2,775,000$2,775 $70,398 $(59,851)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
DENDO GLOBAL CORPORATION
[A Development Stage Company]
<CAPTION>
STATEMENTS OF CASH FLOWS
[UNAUDITED]
For the Nine From Inception
Months Ended on December 29,
September 30, 1994 Through
September 30,
1999 1998 1999
<S> <C> <C> <C>
Cash Flows Provided by Operating Activities:
Net loss $(23,421) $ (3,969) $ (59,851)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization expense 66 2,667 10,339
Non-cash expense 8,545 - 8,545
Changes in assets and liabilities:
Other current assets - 44 (37)
Accounts payable (1,939) - -
Other accrued liabilities - (51) -
___________ ___________ _________
Net Cash Flows (Used) by
Operating Activities (16,749) (1,309) (41,004)
___________ ___________ __________
Cash Flows Provided by Investing Activities:
Organization costs - - (330)
Purchase of equipment - - (6,023)
Payment of software development cost - - (12,531)
___________ ___________ __________
Net Cash (Used) by Investing
Activities - - (18,884)
___________ ___________ __________
Cash Flows Provided by Financing Activities:
Proceeds from common stock issuance - 25,000 77,500
Stock offering costs - - (4,327)
Proceeds from capital lease - - 8,500
Payments on capital lease - (1,039) (8,500)
___________ ___________ __________
Net Cash Provided by
Financing Activities - 23,961 73,173
___________ ___________ __________
Net Increase (Decrease) in Cash (16,749) 22,652 13,285
Cash at Beginning of Period 30,034 7,776 -
___________ ___________ __________
Cash at End of Period $ 13,285 $ 30,428 $ 13,285
___________ ___________ __________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the year for:
Interest $ - $ - $ 79
Income taxes $ - $ - $ -
</TABLE>
Supplemental Schedule of Noncash Investing and Financial Activities:
During the nine months ended September 30 1998 the Company transferred
$1,424 in computer equipment and $7,121 in software cost to the former
president in payment of consulting fees.
The accompanying notes are an integral part of these financial statements.
DENDO GLOBAL CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization Dendo Global Corporation (the Company) was organized under
the laws of the State of Nevada on December 29, 1994. The Company has
been developing and marketing management software for pigeon breeders and
racers. However, the business proved to be unsuccessful and during 1999,
the Company discontinued its operations and is now exploring various other
business opportunities. The Company is considered a development stage
company as defined in SFAS No. 7. The Company has, at the present time,
not paid any dividends and any dividends that may be paid in the future
will depend upon the financial requirements of the Company and other
relevant factors.
Organization Costs - The Company expensed its organization costs, in
accordance with Statement of Position 98-5.
Loss Per Share - The computation of loss per share is based on the
weighted average number of shares outstanding during the periods presented
in accordance with Statements of Financial Accounting Standards No. 128
"Earnings Per Share".
Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Accounting 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 property and equipment, software development cost and
liabilities, the disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amount of revenues and
expenses during the reported period. Actual results could differ from
those estimated.
NOTE 2 - CAPITAL STOCK TRANSACTIONS
Change in Control - During August 1998, an individual purchased 2,500,000
shares of common stock of the Company giving him 90% controlling interest
in the Company. Total proceeds from the sale of stock amounted to $25,000
(or $.01 per share). The former officer and director resigned and the
individual was elected as the new president and board member.
Preferred Stock - The Company has authorized 5,000,000 shares of preferred
stock, $.001 par value with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued or outstanding at September 30,1999.
NOTE 3 - RELATED PARTY TRANSACTIONS
Rent - The Company has not had a need to rent office space. An officer of
the Company is allowing the Company to use his office as a mailing
address, as needed, at no expense to the Company.
Management Compensation - The Company had previously agreed to pay its
former president 35% of sales as partial compensation or in lieu of
regular compensation for services to be rendered ($700 minimum per month).
Management reserved the right to change this arrangement at any time.
During 1999, the Company transferred the remaining net assets of the
Company, valued at $8,545 to the former president in payment of
compensation owed to him.
No compensation has been paid to the Company's current officers and
directors as the services provided by them to date have only been nominal.
NOTE 4 - DISTRIBUTOR AGREEMENTS
During 1996, the Company entered into three distribution agreements
related to its previous operations. The distribution agreements provided
commissions of 30% to 100% of the unit price of the Company's Windows
Software product depending on the number of units sold. The agreements
provided each distributor exclusive rights to sell the Company's Windows
Software in certain foreign countries. The agreements were valid for five
years beginning January, 1996. During 1999, the Company discontinued
selling software products [See Note 7].
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statements of
Financial Accounting Standards No. 109 "Accounting for Income Taxes".
FASB 109 requires the Company to provide a net deferred tax/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax and any available operating loss or tax
credit carryforwards. At September 30, 1998, the Company has available
unused operating loss carryforwards of approximately $60,000, which may be
applied against future taxable income and which expire in various years
through 2019. The amount of and ultimate realization of the benefits from
the operating loss carryforwards for income tax purposes is dependent, in
part, upon the tax laws in effect, the future earning of the Company, and
other future events, the effects of which cannot be determined. Because
of the uncertainty surrounding the realization of the loss carryforwards
the Company has established a valuation allowance equal to the tax effect
of the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax asset is
approximately $20,000 as of September 30, 1999, with an offsetting
valuation allowance of the same amount. The change in the valuation
allowance for the nine months ended September 30, 1999 is approximately
$8,000.
NOTE 6 LOSS PER SHARE
The following data shows the amounts used in computing loss per share for
the periods presented:
For the Nine From Inception
Months Ended on December 29,
September 30, 1994 Through
September 30,
1999 1998 1999
Loss from continuing operations
available to common shareholders
(numerator) $ (14,876) $ - $ (14,876)
Loss from discontinued operations
available to common shareholders
(numerator) (8,545) (3,969) (44,975)
Weighted average number of common
shares outstanding used in loss per
share for the period (denominator) 2,775,000 866,172 824,451
NOTE 7 DISCONTINUED OPERATIONS
The accompanying financial statements as of September 30, 1999 and 1998 have
been reclassified to reflect management's decision to discontinue the
Company's operations in development and marketing of management software for
pigeon breeding and racing operations. The net assets related to the
development and marketing of management software for pigeon breeders and
racers were transferred to the former president in payment of compensation
owed to him. The Company's operations in the development and marketing of
management software for pigeon breeders and racers for the years ended
September 30, 1999 and 1998 are included as Discontinued Operations in the
financial statements of the Company.
Assets transferred to the former president during 1999 in payment of
compensation consisted of the following:
1999
____________
Property and equipment, net $ 2,283
Software development cost, net 3,747
Programming services, net 2,515
____________
Totals $ 8,545
____________
Assets are shown at their net book values.
The following is a condensed, proforma statement of operations that reflects
what the presentation would have been without the reclassifications required
by "discontinued operations" accounting principles and if the net assets had
not been transferred out of the Company:
For the Nine From Inception
Months Ended on December 29,
September 30, 1994 Through
September 30,
1999 1998 1999
Net Sales: $ - $ 3,627 $ 17,056
Cost of Goods Sold: - (1,880) (6,368)
Other Operating Expenses: (15,172) (5,716) (64,090)
Other Income (Expense): 296 - 2,096
Net loss: $ (14,876) $ (3,969) $(51,306)
loss per Share: $ (.01) $ (.00) $ (.06)
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Item 2. Description of Exhibits.
- --------------------------------
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation filed in the State of Nevada.
3.2 Certificate of Amendment changing the name of the Company to
"Dendo Global, Corp."
3.3 Bylaws
27 Financial Data Schedule.
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto
duly authorized.
DENDO GLOBAL, CORP.
Date: 10/27/99 By/s/Cornelius A. Hofman
----------- --------------------------
Cornelius A. Hofman, Director,
President and Secretary
Articles Of Incorporation
Of
TOP FLIGHT SOFTWARE, INC.
WE, THE UNDERSIGNED natural persons of the age of eighteen (18) years or more,
acting as incorporators of a corporation under the Nevada Business Corporation
Act, adopt the following Articles of Incorporation.
Article I
NAME
The Name of the corporation is Top Flight Software, Inc.
Article II
DURATION
The duration of the corporation is perpetual.
Article III
PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To develop and market specialized software applications. Also, to acquire,
develop, explore, and otherwise deal in and with all kinds of real and
personal property and all related activities, and for any and all other lawful
purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange, or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities including, without
limitations, any shares of stock, bonds, debentures, notes mortgages, or other
obligations, and any certificates, receipts or other instruments representing
rights or interests therein on any property or assets created or issued by any
person, firm, associate, or corporation, or instrumentalities thereof; to make
payment therefor in any lawful manner or to issue in exchange therefor in any
lawful manner or to issue in exchange therefor its unreserved earned surplus
for the purchase of its own shares, and to exercise as owner or holder of
any securities, any and all rights, powers, and privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may, at any time, appear conducive to
or expedient for the protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do in
any part of the world as principals, agents, partners, trustees, or otherwise,
either alone or in conjunction with any other person, association, or
corporation.
(d) The foregoing clauses shall be construed both as purposes and powers and
shall not be held to limit or restrict in any manner the general powers of the
corporation, and the enjoyment and exercise thereof, as conferred by the laws
of the State of Nevada; and it is the intention that the purposes and powers
specified in each of the paragraphs of this Article III shall be regarded as
independent purposes and powers.
Articles IV
STOCK
The aggregate number of shares which this corporation shall I have authority
to
issue is 55,000,000 shares. 50,000,000 shares of Common Stock having a par
value of $.001 per share and 5,000,000 shares of Preferred Stock having a par
value of $.001 per share. Stock of the corporation shall be of two classes,
common and preferred, and both shall be issued in such classes and have such
rights, preferences and designations as determined by the Board of Directors
of the Corporation. Fully-paid stock of this corporation shall not be liable
to any further call or assessment.
Article V
AMENDMENT
These Articles of Incorporation may be amended by the affirmative Vote of "a
majority" of the shares entitled to vote on each such amendment.
Article VI
SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board
of Directors shall determine. Shareholders shall not have pre-emptive rights
to acquire unissued shares of the stock of this corporation.
Article VI
INITIAL OFFICE AND AGENT
The registered office of the Corporation in the State of Nevada is 3230 E.
Flamingo Road, Suite 156, Las Vegas, NV 89121. The registered agent in charge
thereof at such address is Gateway Enterprises, Inc..
Article VII
DIRECTORS
The directors are hereby given the authority to do any act on behalf of the
corporation by law and in each instance where the Business corporation act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or pledge any
or all assets of the business with stockholders' approval.
The number of directors constituting the initial Board of Directors of this
corporation is one (1). The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders or until their
successors are elected and qualify are:
NAME ADDRESS
JOSEPH NEMELKA 1310 EAST 1600 SOUTH
MAPLETON, UTAH 84664
Article IX
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
JOSEPH NEMELKA 1310 EAST 1600 SOUTH
MAPLETON, UTAH 84664
Article X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any on or more
of its directors or any other corporation, firm, association, or entity in
which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relationship or interest, or
because such director or directors are present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or ratifies
such contract or transaction, or because his or their votes are counted for
such purpose if: (a) the fact of such relationship or interest is disclosed or
known to the Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by vote or consent sufficient for the
purpose without counting the votes or consents of such interested director; or
(b) the fact of such relationship or interest is disclosed or known to the
stockholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent, or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or committee there of which
authorizes, approves or ratifies such contract or transaction.
Article XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provided by applicable law,
(i) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends in violation of
N.S. 78.300.
The provisions hereof shall not apply to or have any effect on the liability
or alleged liability of any officer or director of the Corporation for or with
respect to any acts or omissions of such person occurring prior to such
amendment.
Under penalties of perjury, I declare that these Articles of Incorporation
have been examined by me and are, to the best of my knowledge and belief,
true, correct and complete.
Dated this 28th day of December, 1994
/s/JOSEPH NEMELKA
STATE OF UTAH
ss.
COUNTY OF SALT LAKE
On the 28th day of December, 1994, personally appeared before me, Joseph
Nemelka, who being by me first duly sworn, declared that they are the persons
who signed the foregoing document as incorporators and that the statements
therein contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this, 28th day of
December, 1994.
/s/Belinda K. Orth
NOTARY PUBLIC
Residing at 9939 So. Orchard View Dr.
So. Jordan, Utah 84065
My commission expires:
4/15/96
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TOP FLIGHT SOFTWARE, INC.
I, the undersigned, Cornelius A. Hodman, President and Secretary,
of Top Flight Software, Inc., a Nevada corporation (the "Corporation"), do
hereby certify:
I
Pursuant to Section 78.390 of the Nevada Revised Statutes, Article
I of the Articles of Incorporation of the Corporation shall be amended as
follows:
ARTICLE I
The name of the Corporation is "Endo Global Corp."
II
The foregoing amendment was adopted by Unanimous Consent of the
sole member of the Board of Directors pursuant to Section 78.315 of the Nevada
Revised Statutes, and by Consent of Majority Stockholder pursuant to Section
78.320 of the Nevada Revised Statutes.
III
The number of shares entitled to vote on the amendment was
2,775,000.
IV
The number of shares voted in favor of the amendment by consent
was 2,500,000, with none opposing and none abstaining.
/S/Cornelius A. Hodman
_______________________________________
Cornelius A. Hodman, President and
Secretary
STATE OF IDAHO )
) ss
COUNTY OF Bannock )
On the 21 day of October, 1998, personally appeared before me, a
Notary Public, Cornelius A. Hodman, who acknowledged that he is the President
and Secretary of Top Flight Software, Inc., and that he is authorized to and
did execute the above instrument.
/s/Candy Taylor
__________________________________________
NOTARY PUBLIC
(Notary Seal)
BYLAWS
of
TOP FLIGHT SOFTWARE, INC.
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be at 2832 Iowa, Apt.
J, located in Lawrence, Kansas 66046-4118. The Corporation may have such
other offices, either within or without the State of Kansas as the Board of
Directors may designate or as the business of the Corporation may require from
time to time.
The registered office of the Corporation required by the Nevada Business
Corporation Act to be maintained in the State of Nevada may be, but need not
be, identical with the principal offices in the State of Nevada, and the
address of the registered office may be changed, from time to time, by the
Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of stockholders shall be held at
the principal office of the Corporation, at 2832 Iowa, Apt. J, Lawrence,
Kansas 66046-4118 or at such other places on the third Friday of April, or at
such other times as the Board of Directors may, from time to time, determine.
if the day so designated falls upon a legal holiday then tile meeting shall be
held upon the first business day thereafter. The Secretary shall serve
personally or by mail a written notice thereof, not less than ten (10) nor
more than fifty (50) days previous to such meeting, addressed to each
stockholder at his address as it appears on the stock book; but at any meeting
at which all stockholders shall be present, or of which all stockholders not
present have waived notice in writing, the giving of notice as above required
may be dispensed with.
Section 2. SPECIAL MEETINGS. Special meetings of stockholders other than those
regulated by statute, may be called at any time by a majority of the
Directors. Notice of such meeting stating the place, day and hour and the
purpose for which it is called shall be served personally or by mail, not less
than ten (10) days before the date set for such meeting. If mailed, it shall
be directed to a stockholder at his address as it appears on the stock book;
but at any meeting at which all stockholders shall be present, or of which
stockholders not present have waived notice in writing, the giving of notice
as above described may be dispensed with. The Board of Directors shall also,
in like manner, call a special meeting of stockholders whenever so requested
in writing by stockholders representing not less than ten percent (10%) of the
capital stock of the Corporation entitled to vote at the meeting. The
President may in his discretion call a special meeting of stockholders upon
ten (10) days notice. No business other than that specified in the call for
the meeting shall be transacted at any special meeting of the stockholders,
except upon the unanimous consent of all the stockholders entitled to notice
thereof.
Section 3. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose
of determining stockholders entitled to receive notice of or to vote at any
meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend; or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed, in any case, fifty (50) days. if the stock
transfer books shall be closed for the purpose of determining stockholders
entitled to notice of or to vote at a meeting of stockholders, such books
shall be closed for a least ten (10) days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of stockholders,
such date in any case to be not more than fifty (50) days, and in case of a
meeting of stockholders, not less than ten (10) days prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If the stock transfer books are not closed, and no record date is
fixed for the determination of stockholders entitled to receive notice of or
to vote at a meeting of stockholders, or stockholders entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date
for such determination as to stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof.
Section 4. VOTING. At all meetings of the stockholders of record having the
right to vote, subject to the provisions of Section 3, each stockholder of the
Corporation is entitled to one (1) vote for each share of stock having voting
power standing in the name of such stockholder on the books of the
Corporation. Votes may be cast in person or by written authorized proxy.
Section 5. PROXY. Each proxy must be executed in writing by the stockholder of
the Corporation or his duly authorized attorney. No proxy shall be valid after
the expiration of eleven (11) months from the date of its execution unless it
shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person executing it or
of his personal representatives or assigns.
Section 6. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such
provision, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
noted by him either in person or by proxy without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate Order of the Court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledge, and
thereafter the pledges shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 7. ELECTION OF DIRECTORS. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to
vote. There shall be no cumulative voting.
Section 8. 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 the stockholders.
If a quorum shall not be present or represented, the stockholders entitled to
vote thereat, present in person or by proxy, shall have the power to adjourn
the meeting, from time to time, until a quorum shall be present or
represented. At such rescheduled meeting at which a quorum shall be present or
represented any business or any specified item of business may be transacted
which might have been transacted at the meeting as originally notified.
The number of votes or consents of the holders of stock having voting power
which shall be necessary for the transaction of any business or any specified
item of business at any meeting of stockholders, or the giving of any consent,
shall be a majority of the outstanding shares of the Corporation entitled to
vote.
Section 9. INFORMAL ACTION BY STOCKHOLDERS. Any action required to be taken at
a meeting of the stockholders, or any other action which may be taken at a
meeting of the stockholders, may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
stockholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 1. NUMBER. The affairs and business of this Corporation shall be
managed by a Board of Directors. The present Board of Directors shall consist
of three (3) members. Thereafter the number of Directors may be increased to
not more than nine (9) by resolution of the Board of Directors. Directors need
not be residents of the State of Nevada and need not be stockholders of the
Corporation.
Section 2. ELECTION. The Directors shall be elected at each annual meeting of
the stockholders, but if any such annual meeting is not held, or the Directors
are not elected thereat, the Directors may be elected at any special meeting
of the stockholders held for that purpose.
Section 3. TERM OF OFFICE. The term of office of each of the Directors shall
be one (1) year, which shall continue until his successor has been elected and
qualified.
Section 4. DUTIES. The Board of Directors shall have the control and general
management of the affairs and business of the Corporation. Such Directors
shall in all cases act as a Board, regularly convened, and may adopt such
rules and regulations for the conduct of meetings and the management of the
Corporation, as may be deemed proper, so long as it is not inconsistent with
these By-Laws and the laws of the State of Nevada.
Section 5. DIRECTORS' MEETINGS. Regular meetings of the Board of Directors
shall be held immediately following the annual meeting of the stockholders,
and at such other time and places as the Board of Directors may determine.
Special meetings of the Board of Directors. may be called by the President or
the Secretary upon the written request of two (2) Directors.
Section 6. NOTICE OF MEETINGS. Notice of meetings other than the regular
annual meeting shall be given by service upon each Director in person, or by
mailing to him at his last known address, at least three (3) days before the
date therein designated for such meeting, of a written notice thereof
specifying the time and place of such meeting, and the business to be brought
before the meeting, and no business other than that specified in such notice
shall be transacted at any special meeting. At any Directors' meeting at which
a quorum of the Board of Directors shall be present (although held without
notice), any and all business may be transacted which might have been
transacted if the meeting had been duly called if a quorum of the Directors
waive or are willing to waive the notice requirements of such meeting.
Any Directors may waive notice of any meeting under the provisions of Article
XII. The attendance of a Director at a meeting shall constitute a waiver of
notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully convened or called.
Section 7. VOTING. At all meetings of the Board of Directors, each Director is
to have one (1) vote. The act of a majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 8. VACANCIES. Vacancies in the Board occurring between annual meetings
shall be filled for the unexpired portion of the term by a majority of the
remaining Directors.
Section 9. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed, with or without cause, at any time, by a vote of the stockholders
holding a majority of the stock, at any special meeting called for that
purpose.
Section 10. QUORUM. The number of Directors who shall be present at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.
The number of votes of Directors that shall be necessary for the transaction
of any business of any specified item of business at any meeting of the Board
of Directors shall be a majority.
If a quorum shall not be present at any meeting of the Board of Directors,
those present may adjourn the meeting, from time to time, until a quorum shall
be present.
Section 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 each may be paid a stated salary as Director. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefore.
Section 12. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent is entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered or certified mail to the Secretary of the Corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 1. NUMBER. The officers of the Corporation shall be: President, Vice-
President, Secretary, and Treasurer, and such assistant Secretaries as the
President shall determine.
Any officer may hold more than one (1) office.
Section 2. ELECTION. All officers of the Corporation shall be elected annually
by the Board of Directors at its meeting held immediately following the
meeting of stockholders, and shall hold office for the term of one (1) year or
until their successors are duly elected. Officers need not be members of the
Board of Directors.
The Board may appoint such other officers, -agents and employees as it shall
deem necessary who shall have such authority and shall perform such duties as,
from time to time, shall be prescribed by the Board.
Section 3. DUTIES OF OFFICERS. The duties and powers of the officers of the
Corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the stockholders. He shall
present at each annual meeting of the stockholders and Directors a report of
the condition of the business of the Corporation. He shall cause to be called
regular and special meetings of these stockholders and Directors in accordance
with these By-Laws. He shall appoint and remove, employ and discharge, and fix
the compensation of all agents, employees, and clerks of the Corporation other
than the duly appointed officers, subject to the approval of the Board of
Directors. He shall sign and make all contracts and agreements In the name of
the Corporation, subject to the approval of the Board of Directors. He shall
see that the books, reports, statements and certificates required by the
statutes are properly kept, made and filed according to law. He shall sign all
certificates of stock, notes, drafts, or bills of exchange, warrants or other
orders for the payment of money duly drawn by the Treasurer; and he shall
enforce these By-Laws and perform all the duties incident to the position and
office, and which are required by law.
VICE-PRESIDENT
During the absence or inability of the President to render and perform his
duties or exercise his powers, as set forth in these By-Laws or in the
statutes under which the Corporation is organized, the same shall be performed
and exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books. He shall give and
serve all notices of the Corporation. He shall be custodian of the records and
of the corporate seal and affix the latter when required. He shall keep the
stock and transfer books in the manner prescribed by law, so as to show at all
times the amount of capital stock issued and outstanding; the manner and the
time compensation for the same was paid; the names of the owners thereof,
alphabetically arranged; the number of shares owned by each; the time
at which each person became such owner; and the amount paid thereon; and keep
such stock and transfer books open daily during the business hours of the
office of the Corporation, subject to the inspection of any stockholder of the
Corporation, and permit such stockholder to make extracts from said books to
the extent prescribed by law. He shall sign all certificates of stock. He
shall present to the Board of Directors at their meetings all communications
addressed to him officially by the President or any officer or stockholder
of the Corporation; and he shall attend to all correspondence and perform all
the duties incident to the office of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for all
the funds and securities of the Corporation, and deposit all such funds in the
name of the Corporation in such ~bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors may designate. He
shall exhibit at all reasonable times his books and accounts to any Director
or stockholder of the Corporation upon application at the office of the
Corporation during business hours. He shall render a statement of the
conditions of the finances of the Corporation at each regular meeting of the
Board of Directors, and at such other times as shall be required of him, and a
full financial report at the annual meeting of the stockholders. He shall
keep, at the office of the Corporation, correct books of account of all its
business and transactions and such other books of account as the Board of
Directors may require. He shall do and perform all duties appertaining to the
office of Treasurer. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the Board may direct.
Section 4. BOND, The Treasurer shall, if required by the Board of Directors,
give to the Corporation such security for the faithful discharge of his duties
as the Board may direct.
Section 5. VACANCIES, HOW FILLED. All vacancies in any office shall be filled
by the Board of Directors without undue delay, either at its regular meeting
or at a meeting specifically called for that purpose. In the case of the
absence of any officer of the Corporation or for any reason that the Board of
Directors may deem sufficient, the Board may, except as specifically otherwise
provided in these By-Laws, delegate the power or duties of such officers to
any other officer or Director for the time being; provided, a majority of the'
entire Board concur therein.
Section 6. COMPENSATION OF OFFICERS. The officers shall receive such salary or
compensation as may be determined by the Board of Directors.
Section 7. REMOVAL OF OFFICERS. The Board of Directors may remove any officer,
by a majority vote, at any time with or without cause.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock shall
be numbered and registered in the order in which they are issued. They shall
be bound in a book and shall be issued in consecutive order therefrom, and in
the margin thereof shall be entered the name of the person owning the shares
therein represented, with the number of shares and the date thereof. Such
certificates shall exhibit the holder's name and number of shares. They shall
be signed by the President or Vice President, and countersigned by the
Secretary or Treasurer and sealed with the Seal of the Corporation.
Section 2. TRANSFER OF STOCK. The stock of the Corporation shall be assignable
and transferable on the books of the Corporation only by the person in whose
name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary. in all cases
of transfer the former certificate must be surrendered up and canceled before
a new certificate may be issued. No transfer shall be made upon the books of
the Corporation within ten (10) days next preceding the annual meeting or the
stockholders.
Section 3. LOST CERTIFICATES. If a stockholder shall claim to have lost or
destroyed a certificate or certificates of stock issued by the Corporation,
the Board of Directors may, at its discretion, direct a new certificate or
certificates to be issued, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with such sureties if
any that the Board may require.
ARTICLE VI
SEAL
Section 1. SEAL. The seal of the Corporation shall be as follows:
NO SEAL IN USE AT THIS TIME
ARTICLE VII
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient
for such dividends to be declared.
Section 2. RESERVE. The Board of Directors may set aside, out of the net
profits of the Corporation available for dividends, such sum or sums (before
payment of any dividends) as the Board, in their absolute discretion, think
proper as a reserve fund, to meet contingencies, or for equalizing dividends,
or for repairing or maintaining any property of the Corporation, or for such
other purpose as the Directors shall think conducive to the interest of the
Corporation, and they may abolish or modify any such reserve in the manner in
which it was created.
ARTICLE VIII
INDEMNIFICATION
Section 1. Any person made a party to or involved in any civil, criminal or
administrative action, suit or proceeding by reason of tile fact that he or
his testator or intestate is or was a Director, officer, or employee of the
Corporation, or of any corporation which lie, the testator, or intestate
served as such at the request of the Corporation, shall be indemnified by the
Corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal thereon, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, Director, or employee was liable to the
Corporation, or to such other corporation, for negligence or misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of money, including
without limitation attorney's fees, judgments, awards, fines, penalties, and
amounts paid in satisfaction of judgment or in settlement of any such action,
suit, or proceedings, except amounts paid to the Corporation or such other
corporation by him.
A judgment of conviction whether based on plea of guilty or nolo contendere or
its equivalent, or after trial, shall not of itself be deemed an adjudication
that such Director, officer or employee is liable to the Corporation, or such
other corporation, for negligence or misconduct in the performance of his
duties. Determination of the rights of such indemnification and the amount
thereof may be made at the option of the person to be indemnified pursuant to
procedure set forth, from time to time, in the By-Laws, or by any of the
following procedures: (a) order of the Court or administrative body or agency
having jurisdiction of the action, suit, or proceeding; M resolution adopted
by a majority of the quorum of the Board of Directors of the Corporation
without counting in such majority any Directors who have incurred expenses in
connection with such action, suit or proceeding; (c) if there is no quorum of
Directors who have not incurred expense in connection with such action, suit,
or proceeding, then by resolution adopted by a majority of the committee of
stockholders and Directors who have not incurred such expenses appointed by
the Board of Directors; (d) resolution adopted by a majority of the quorum of
the. Directors entitled to vote at any meeting; or (e) Order of any Court
having jurisdiction over the Corporation. Any such determination that a
payment by way of indemnity should be made will be binding upon the
Corporation. Such right of indemnification shall not be exclusive of any other
right which such Directors, officers, and employees of the Corporation and the
other persons above mentioned may have or hereafter acquire, and without
limiting the generality of such statement, they shall be entitled to their
respective rights of indemnification under any By-Law, Agreement, vote
of stockholders, provision of law, or otherwise in addition to their rights
under this Article. The provision of this Article shall apply to any member of
any committee appointed by the Board of Directors as fully as though each
person and been a Director, officer or employee of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. HOW AMENDED. These By-Laws may be altered, amended, repealed or
added to by the vote of the Board of Directors of the Corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose provided a quorum of the Directors as provided by law and by the
Articles of Incorporation, are present at such regular meeting or special
meeting. These By-Laws and any amendments thereto and new By-Laws added by the
Directors may be amended, altered or replaced by the stockholders at any
annual or special meeting of the stockholders.
ARTICLE X
FISCAL YEAR
Section 1. FISCAL YEAR. The fiscal year shall end on the 31 st day of
DECEMBER.
ARTICLE XI
WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any shareholders or
directors of the Corporation under the provisions of these By-Laws, under the
Articles of Incorporation or under the provisions of the Nevada Business
Corporation Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
ADOPTED this 30th day of December, 1994.
TOP FLIGHT SOFTWARE, INC.
A Nevada Corporation,
/S/JOSEPH NEMELKA
President
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary\Treasurer of Top FLIGHT
SOFTWARE, INC., A NEVADA CORPORATION: and
2. That the foregoing By-Laws, comprising Nine (9) pages, constitute the
By-Laws of said Corporation as duly adopted at a meeting of the Board of
Directors thereof duly held on the 30th day of December, 1994.
BRIAN MONASMITH
Secretary\Treasurer
(SEAL)
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