Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB
_______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
COPSIL CORPORATION
(Name of registrant in its charter)
NEVADA 88-0434501
(State of incorporation) (I. R. S. Employer
Identification No.)
7621 GENZER DRIVE
LAS VEGAS, NV 89128
(702) 255-2601
(Address and telephone number of principal executive offices and principle
place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
Description of Business 3
Management's Discussion and Analysis or Plan of Operation 6
Properties. 6
Security Ownership of Certain Beneficial Owners and Management 6
Directors and Executive Officers 7
Executive Compensation 8
Certain Relationships and Related Transactions 8
Legal Proceedings 8
Market Price for Common Equity and Related Stockholder Matters 8
Recent Sales of Unregistered Securities 9
Description of Securities 9
Indemnification of Directors and Officers 9
Financial Statements 10
Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure 10
Financial Statements and Exhibits 10
<PAGE>
FORWARD LOOKING STATEMENTS
In this registration statement references to "Copsil," "we," "us,"
and"our" refer to Copsil Corporation.
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within Copsil's control. These factors include but are not limited to
economic conditions generally and in the industries in which Copsil may
participate; competition within Copsil's chosen industry, including
competition from much larger competitors; technological advances and
failure by Copsil to successfully develop business relationships.
DESCRIPTION OF BUSINESS
Business Development
Copsil Corporation was incorporated in the state of Nevada on April
19, 1994.Copsil Corporation perfected a method of replacing chlorine by
electronically liberating copper and silver to provide a safe and
environmentally friendly way of controlling algae growth and eliminating
bacteria. However, this venture was found to be cost prohibitive and Copsil
Corporation ceased such activities. Copsil Corporation did not engage in
any further commercial operations. Copsil does not have active business
operations.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire
an interest in a business opportunity. Our acquisition of a business
opportunity may be made by merger, exchange of stock, or otherwise. We have
very limited sources of capital, and we probably will only be able to take
advantage of one business opportunity. At the present time we have not
identified any business opportunity that we plan to pursue, nor have we
reached any agreement or definitive understanding with any person
concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject
to the availability of such opportunities, economic conditions and other
factors. Our management believes that companies who desire a public market
to enhance liquidity for current shareholders, plan to raise capital
through the public sale of securities or plan to acquire additional assets
through issuance of securities rather than for cash will be potential
merger or acquisition candidates.
<PAGE>
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgement. There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove
to be beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be
made upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived
benefit that company will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze
through the application of any objective criteria. In many instances, we
anticipate that the historical operations of a specific business
opportunity may not necessarily be indicative of the potential for the
future because of the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis, change or
substantially augment management, or make other changes. We will be
dependent upon the owners of a business opportunity to identify any such
problems which may exist and to implement, or be primarily responsible for
the implementation of, required changes.
Our management will analyze the business opportunities, however, none
of our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside
consultant to assist in the investigation and selection of business
opportunities. Since our management has no current plans to use any
outside consultants or advisors to assist in the investigation and
selection of business opportunities, no policies have been adopted
regarding use of such consultants or advisors. We have not established the
criteria to be used in selecting such consultants or advisors, the service
to be provided, the term of service, or the total amount of fees that may
be paid. However, because of our limited resources, it is likely that any
such fee we agree to pay would be paid in stock and not in cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a significant
prospect in the foreseeable future of becoming sufficient to enable our
securities to qualify for listing on a exchange or on a national automated
securities quotation system, such as NASDAQ.
<PAGE>
(4) Capital requirements and anticipated availability of required
funds, to be provided by us or from operations, through the sale of
additional securities, through joint ventures or similar arrangements, or
from other sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar
size and experience within the industry segment as well as within the
industry as a whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived
tangible and intangible values and potential; and
(9) The accessibility of required management expertise, personnel,
raw materials, services, professional assistance, and other required items.
No one of the factors described above will be controlling in the
selection of a business opportunity. Management will attempt to analyze
all factors appropriate to each opportunity and make a determination based
upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries and
at various stages of development. Thus, the task of comparative
investigation and analysis of such business opportunities will be extremely
difficult and complex. Potential investors must recognize that, because of
our limited capital available for investigation and management's limited
experience in business analysis, we may not discover or adequately evaluate
adverse facts about the opportunity to be acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as
the respective needs and desires of us and the promoters of the
opportunity. The legal structure or method deemed by management to be
suitable will be selected based upon our review and our relative
negotiating strength. Such structure may include, but is not limited to,
leases, purchase and sale agreements, licenses, joint ventures and other
contractual arrangements. We may act directly or indirectly through an
interest in a partnership, corporation or other form of organization. We
may be required to merge, consolidate or reorganize with other corporations
or forms of business organization. In addition, our present management and
stockholders most likely will not have control of a majority of our voting
shares following a merger or reorganization transaction. As part of such a
transaction, our existing directors may resign and new directors may be
appointed without any vote by our stockholders.
<PAGE>
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, ventures capital affiliates of large
industrial and financial companies, small investment companies, and wealthy
individuals will be our primary competition. Many of these entities will
have significantly greater experience, resources and managerial
capabilities than we do and will be in a better position than us to obtain
access to attractive business opportunities. We also will experience
competition from other public "blind pool" companies, many of which may
have more funds available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate
a need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for
employees based upon the specific business opportunity.
Reports to Security Holders
Copsil has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Following the
effective date of this registration statement, we will be required to
comply with the reporting requirements of the Exchange Act. We will file
annual, quarterly and other reports with the Securities and Exchange
Commission ("SEC"). We also will be subject to the proxy solicitation
requirements of the Exchange Act and, accordingly, will furnish an annual
report with audited financial statements to our stockholders.
Available Information
Copies of this Registration Statement may be inspected, without
charge, at the SEC's Public Reference Room at 450 Fifth Street NW,
Washington, D.C. 20549 and at the Denver Regional offices of the SEC
located at 1801 California Street, Suite 4800, Denver, Colorado 80202. The
public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0300. Copies of this material also should
be available through the Internet by using the SEC's EDGAR Archive, which
is located at http://www.sec.gov.
MANAGEMENTS' DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We have no assets and have experienced losses from inception. As of
September 31, 1999 we have no cash on hand and as of that date, we had no
outstanding liabilities. We have no material commitments for capital
expenditures for the next twelve months.
As of the date of this Form 10-SB, we have yet to generate positive
cash flow. Since inception, we have primarily financed our operations
through the sale of our common stock.
<PAGE>
We believe that our current cash needs can be met by loans from our
directors, officers and shareholders for at least the next twelve months.
However, if we obtain a business opportunity, it may be necessary to raise
additional capital. This may be accomplished by selling our common stock.
Our management intends to actively seek business opportunities during the
next twelve months.
Year 2000 Compliance
We have completed a review of our computer systems and operations to
determine the extent to which our business will be vulnerable to potential
errors and failures as a result of the "Year 2000" problem. Year 2000
errors could result in system failures or miscalculations, causing
disruptions of operations, including, among other things, a temporary
inability to process transactions, send invoices, provide services or
engage in similar activities. In a worst case scenario these failures,
miscalculations and disruptions could temporarily shut down or impede our
operations, if any.
We have concluded, based on our review of our computer systems, that
our significant computer programs and operations will not be materially
affected by the Year 2000 problem. However, there can be no assurance that
the systems of other companies with which we may do business will be in
compliance and this may have a material adverse effect on our operations.
PROPERTIES
We do not currently own or lease any property. We utilize office
space in the office of our sole director, at no cost. Until we pursue a
viable business opportunity and recognize income, we will not seek
independent office space.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of October 31, 1999, the beneficial
ownership of our outstanding common stock of; (i) each person or group
known by us to own beneficially more than 5% of our outstanding common
stock, (ii) each of our executive officers, (iii) each of our director's
and (iv) all executive officers and directors as a group. Beneficial
ownership is determined in accordance with the rules of the SEC and
generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table above have
sole voting power and investment power with respect to all shares of common
stock shown as beneficially owned by them. The percentage of beneficial
ownership is based on 10,000,000 shares of common stock outstanding as of
October 21, 1999.
<TABLE>
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
- --------------------- ------------------- -------------------
<S> <C> <C>
Protocol Services, A.V.V. 2,500,000 12.5%
1128 Gate Dancer
Henderson, NV 89015
</TABLE>
<PAGE>
<TABLE>
MANAGEMENT
Common Stock Beneficially Owned
---------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
- - --------------------------- -------------------- ------------------
<S> <C> <C>
Paulla Shaw 180,000 2%
7621 Genzer Drive
Las Vegas, Nevada 89128
</TABLE>
All executive officers and
directors as a group
*Less than 1%
DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages,
positions and term of office are set forth below. Biographical information
for each of those persons is also presented below. Our bylaws require two
directors who serve for terms of one year and our executive officers are
chosen by our Board of Directors and serve at its discretion. There are no
existing family relationships between or among any of our executive
officers or directors.
<TABLE>
Name Age Position Held Director or Officer Since
- ------------------- ---- ------------- -----------------------
<S> <C> <C> <C>
Paulla Shaw 51 President President, Treasurer,
Director
</TABLE>
Paulla Shaw, born November 15, 1948, is a native of Tacoma,
Washington.
Ms. Shaw moved to Las Vegas in 1953 and graduated from Las Vegas High
School in 1967. She was in the casino industry in Las Vegas since 1966 and
most recently left the executive offices of Mandalay Bay Group (formerly
Circus Circus Ent. Inc.) where she was Executive Administrative Assistant
to the Senior Vice-President. Ms. Shaw, a Nevada notary, is a 20 year
member of the LVWIBC (Las Vegas Womens International Bowling Congress) and
a member of the National Association of Administrative Assistants.
EXECUTIVE COMPENSATION
None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We
have not entered into employment contracts with our executive officers and
their compensation is determined at the discretion of our Board of
Directors.
In April 20, 1996, Mrs. Shaw received 180,000 common shares as an
inducement to serve as an officer and director.
<PAGE>
Compensation of Directors
We do not have any standard arrangement for compensation of our
directors for any services provided as director, including services for
committee participation or for special assignments.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following information summarizes certain transactions either we
engaged in during the past two years or we propose to engage in involving
our executive officers, directors, 5% stockholders or immediate family
members of such persons.
Increased Capitalization and Forward Split
On October 3, 1999 the shareholders voted to increase the total amount
of common stock authorized from twenty thousand (20,000) shares to twenty
million shares (20,000,000). Subsequently, each share of common stock,
issued and outstanding, was combined, reconstituted, and converted into 100
shares of common stock, at $.001 par value, by a forward one to 100 (1-100)
stock split.
LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of
the date of this filing.
MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We have had no market activity in our stock as of this filing. We
have approximately thirty-two (32) stockholders of record holding
10,000,000 common shares as of September 31, 1999. 10,000,000 are tradable
pursuant to Rule 144. We have not declared dividends on our common stock
and do not anticipate paying dividends on our common stock in the
foreseeable future.
OTC Bulletin Board Eligibility Rule
In January of 1999, the SEC granted approval of amendments to the NASD
OTC Bulletin Board Eligibility Rules 6530 and 6540. These amendments now
require a company listed on the OTC Bulletin Board to be a reporting
company and current in its reports filed with the SEC. As a result of this
rule change we have voluntarily filed this registration statement in order
to become a fully reporting company and maintain the listing of our common
stock on the OTC Bulletin Board. The NASD eligibility rule requires that
the SEC come to a position of no further comment regarding any Form 10 or
10SB registration statement before the NASD considers a company compliant.
<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES
The following discussion describes all securities sold by us within
the past three years without registration:
We had no previous sales of unregistered securities.
DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 20,000,000 shares of common stock, par
value $.001, of which 10,000,000 were issued and outstanding as of October
31, 1999. All shares of common stock have equal rights and privileges with
respect to voting, liquidation and dividend rights. Each share of common
stock entitles the holder thereof (i) to one non-cumulative vote for each
share held of record on all matters submitted to a vote of the
stockholders, (ii) to participate equally and to receive any and all such
dividends as may be declared by the Board of Directors out of funds legally
available; and (iii) to participate pro rata in any distribution of assets
available for distribution upon liquidation of the Company. Our
stockholders have no preemptive rights to acquire additional shares of
common stock or any other securities. All outstanding shares of common
stock are fully paid and
non-assessable.
Preferred Stock
We have authorized 5,000,000 shares of Preferred Stock. We have not
issued any Preferred Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our
Articles of Incorporation and bylaws provide for the indemnification of
present and former directors and officers and each person who serves at our
request as our officer or director. Indemnification for a director is
mandatory and indemnification for an officer, agent or employee is
permissive. We will indemnify such individuals against all costs, expenses
and liabilities incurred in a threatened, pending or completed action, suit
or Proceeding brought because such individual is our director or officer.
Such individual must have conducted himself in good faith and reasonably
believed that his conduct was in, or not opposed to, our best interest. In
a criminal action he must not have had a reasonable cause to believe his
conduct was unlawful. This right of indemnification shall not exclusive of
other rights the individual is entitled to as a matter of law or otherwise.
Individual
We will not indemnify an individual adjudged liable due to his
negligence or willful misconduct toward us, adjudged liable to us, or if he
improperly received personal benefit. Indemnification in a derivative
action is limited to reasonable expenses incurred in connection with the
proceeding. Also, we are authorized to purchase insurance on behalf of an
individual for liabilities incurred whether or not we would have the power
or obligation to indemnify him pursuant to our bylaws. Our bylaws provide
that individuals may receive advances for expenses if the individual
provides a written affirmation of his good faith belief that he has met the
appropriate standards of conduct and he will repay the advance if he is
judged not to have met the standard of conduct.
<PAGE>
FINANCIAL STATEMENTS
COPSIL CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
October 21, 1999
December 31, 1998
December 31, 1997
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7/8
<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
Board Of Directors October 22, 1999
CopSil Corporation
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of CopSil Corporation,
(A Development Stage Company), as of October 21, 1999, December 31, 1998,
and December 31, 1997, and the related statements of operations,
stockholders, equity and cash flows for period January 1, 1999, to October
21, 1999, and the two years ended December 31, 1998, and December 31, 1997.
These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit provides
a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CopSil
Corporation, (A Development Stage Company), as of October 21, 1999,
December 31, 1998, and December 31, 1997, and the results of its operations
and cash flows for the period January 1, 1999, to October 21, 1999, and for
the two years ended December 31, 1998, and December 31, 1997, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has no established source of revenue.
This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters are also described in
Note #3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
BALANCE SHEET
ASSETS
October December December
21, 1999 31, 1998 31, 1997
-------------- ---------- ----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash $ 9,174 $ 0 $ 0
-------------- ---------- ----------
TOTAL CURRENT ASSETS $ 9,174 $ 0 $ 0
-------------- ---------- ----------
OTHER ASSETS $ 0 $ 0 $ 0
-------------- ---------- ----------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
-------------- ---------- ----------
TOTAL ASSETS $ 9,174 $ 0 $ 0
============== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
October December December
21, 1999 31, 1998 31, 1997
----------- ------------ -----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Officers Advances (Note #6) $ 10,000 $ 0 $ 0
----------- ------------- -----------
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 0
----------- ------------- -----------
STOCKHOLDERS' EQUITY (Note #1)
Preferred stock, $.001 par
value
authorized 5,000,000 shares
issued and outstanding at
October 21, 1999-NONE $ 0
Common stock, $1.00 value
Authorized 20,000 shares
Issued and outstanding at
December 31, 1997- 10,000 shares $ 10,000
December 31, 1998- 10,000 shares $ 10,000
Common stock, par value
$.001
Authorized 20,000,000
shares
issued and outstanding at
October 21, 1999-10,000,000
shares $ 10,000
Additional paid in Capital 0 0 0
Deficit accumulated during
the development stage (10,826) (10,000) (10,000)
----------- ------------- -----------
TOTAL STOCKHOLDERS' EQUITY $ (826) $ 0 $ 0
----------- ------------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 9,174 $ 0 $ 0
=========== ============= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year Year Apr. 19, 1994
1999, to Ended Ended (inception)
Oct. 21, Dec. 31, Dec. 31, to Oct. 21,
1999 1998 1997 1999
----------- ----------- ---------- -------------
<S> <C> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
----------- ----------- ---------- -------------
EXPENSES
General and
Administrative $ 26 $ 0 $ 0 $ 10,026
Accounting 800 0 0 800
----------- ----------- ---------- -------------
Total Expenses $ 826 $ 0 $ 0 $ 10,826
----------- ----------- ---------- -------------
Net Loss $ (826) $ 0 $ 0 $ (10,826)
Net Profit
or Loss(-)
Per weighted
Share (Note #1) $ NIL $ .0000 $ .0000 $ (.0001)
=========== =========== ========== ===========
Weighted average
Number of common
shares outstanding 10,000,000 10,000,000 10,000,000 10,000,000
=========== =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount capital Deficit
-------------- ----------- ------------ -------------
<S> <C> <C> <C> <C>
Balance,
December 31, 1996 10,000 $ 10,000 $ 0 $ (10,000)
Net loss year ended
December 31, 1997 0 0 0 0
-------------- ----------- ------------ -------------
Balance,
December 31, 1997 10,000 $ 10,000 $ 0 $ 0
Net loss year ended
December 31, 1998 0 0 0 0
-------------- ----------- ------------ -------------
Balance,
December 31, 1998 10,000 $ 10,000 $ 0 $ (10,000)
October 4, 1999
Changed from $1.00
par value to $.001
par value 0 (9,990) (9,990) 0
October 4, 1999
forward stock split
1,000:1 9,990,000 9,990 (9,990) 0
Net loss, January
1,1999, to
October 21, 1999 0 0 0 (826)
-------------- ----------- ------------ -------------
Balance,
October 21, 1999 10,000,000 10,000 $ 0 $ (10,826)
=========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
<TABLE>
COPSIL CORPORATION
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Apr. 14,
Jan. 1, Year Year 1992
1999, to Ended Ended (inception)
Oct. 21, Dec. 31, Dec. 31, To Oct. 21,
1999 1998 1997 1999
------------ ------------------------ ------------
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities:
Net Loss $ (826) $ 0 $ 0 $ (10,826)
Adjustment to
reconcile net loss
to net cash
provided by operating
activities
Stock issued
for services 0 0 0 10,000
Changes in assets and
Liabilities
Increase in current
Officers Advances 10,000 0 0 10,000
------------ ------------ ------------ ------------
Net cash used in
operating activities $ 9,174 $ 0 $ 0 $ 9,174
Cash Flows from
investing activities 0 0 0 0
Cash Flows from
Financing Activities:
Additional
Contributed Capital 0 0 0 0
Issuance of common
Stock For Cash 0 0 0 0
------------ ------------ ------------ ------------
Net increase(decrease)
in cash $ 9,174 $ 0 $ 0 $ 9,174
Cash, beginning of
Period 0 0 0 0
------------ ------------ ------------ ------------
Cash, end of period $ 9,174 $ 0 $ 0 $ 9,174
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
COPSIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 21, 1999, December 31, 1998, and December 31,1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized April 19, 1994, under the laws of the State
of Nevada, as COPSIL CORPORATION. The Company has no operations and in
accordance with SFAS #7, is considered a development stage company.
On April 20, 1994, the company issued 10,000 shares of its $1.00 par
value common stock for services of $ 10,000.
On October 4, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization from
20,000 common shares of $1.00 par value to 20,000,000 common shares and
5,000,000 preferred stock both with a par value of $0.001 each.
Effective October 4, 1999, the Company had a forward stock split of
1,000 to 1, thus increasing the number of common shares outstanding from
10,000 common shares to 10,000,000 common shares.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The Statement of Position 98-5 ("SOP 98-5"),"Reporting on the
Costs of Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed-as incurred. With
the adoption of SOP 98-5 there has been little or no effect on the
Company's financial statements.
3. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
<PAGE>
COPSIL CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
October 21, 1999, December 31, 1998, and December 31, 1997
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has no current source
of revenue. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern. It is management's plan to
seek additional capital through a merger with an existing operating
company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real property. Office services
are provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their
other business interests. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced funds
on behalf of the Company to pay for any costs incurred by it. These funds
are interest free.
<PAGE>
EXHIBIT DESCRIPTION
NUMBER
(3) (i) ARTICLES OF INCORPORATION
(a) Articles of Incorporation
(b) Amended and Restated Articles of Incorporation
(3) (ii) BYLAWS
(a) Bylaws
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS:
(4) (i) (a) Articles of Incorporation
(b) Bylaws
(c) Stock Certificate Specimen
(24) CONSENT OF EXPERT
(a) Auditors
(27) FINANCIAL DATA SCHEDULE
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, who is duly authorized.
Date: November 4, 1999 Copsil Corporation
By: /s/ Paulla Shaw
--------------------------
Paulla Shaw
ARTICLES OF INCORPORATION
(State of Nevada)
Article I
The name of this corporation shall be and is CopSil Corporation.
Article II
The address of Norman C. Barrett, Registered Agent, 3036 Yankee Clipper
Drive, Las Vegas, Nevada 89117
Article III
The purpose and objects of this corporation shall be to engage in any
lawful activity for which corporation may be formed under the above
referred to laws.
Article IV
The aggregate number of shares which the corporation shall have authority
to issue is 20,000 shares of common stock at $1.00 per share par value.
Article V
The governing board of this corporation shall be directors. The original
number of directors of this corporation shall be one (1) with the provision
to increase the number of directors to six (6). The first Director of this
corporation is:
Norman C Barrett
3036 Yankee Clipper Drive
Las Vegas, Nevada 89117
Article VI
The capital stock of this corporation has a par value of $1.00 per share
and is fully paid and is non-assessable.
Article VII
The name of the incorporator of this corporation is:
Norman C Barrett
3036 Yankee Clipper Drive
Las Vegas, Nevada 89117
Article VIII
The corporation shall have perpetual existence.
<PAGE>
STATE OF NEVADA
COUNTY OF CLARK
Be it known that on this 13th day of April, 1994.
BEFORE ME, a Notary Public, in and for the County of Clark, State of
Nevada, personally appeared the subscriber hereto, of the full age of
majority, who declared to me, Notary, in the presence of the undersigned
competent witnesses that availing himself of the provisions of the Nevada
Business Corporation Law, he does hereby form a corporation under and in
accordance with the foregoing Articles of Incorporation.
THUS DONE AND SIGNED, in triplicate original, after due reading of the
whole.
Incorporator
/s/ Norman C Barrett
Notary
/s/ Brenda J. Meehan
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
CopSil Corporation
The undersigned President and Secretary of CopSil Corporation do
hereby certify:
That the Board of Directors of said Corporation, at a meeting duly
convened and held on the 16thth day of August, 1999, adopted a resolution
to amend and restate the original Articles as follows:
Article I - NAME
The exact name of this corporation is:
CopSil Corporation
Article II - REGISTERED OFFICE AND RESIDENT AGENT
The registered office and place of business in the State of
Nevada of this corporation shall be located at 7621 Genzer Drive, Las
Vegas, Nevada 89128. The resident agent of the corporation is PAULLA SHAW,
whose address is 7621 Genzer Drive, Las Vegas, Nevada 89128.
Article III - DURATION
The Corporation shall have perpetual existence.
<PAGE>
Article IV - PURPOSES
The purpose, object and nature of the business for which this
corporation is organized are:
(a) To engage in any lawful activity, (b) To carry on such
business as may be necessary, convenient, or desirable to accomplish
the above purposes, and to do all other things incidental thereto
which are not forbidden by law or by these Articles of Incorporation.
Article V - POWERS
This Corporation is formed pursuant to Chapter 78 of the Nevada
Revised Statutes. The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which
this corporation is formed. In addition, the corporation shall have the
following specific powers:
(a) To elect or appoint officers and agents of the corporation
and to fix their compensation; (b) To act as an agent for any
individual, association, partnership, corporation or other legal
entity; (c) To receive, acquire, hold, exercise rights arising out of
the ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
association, partnerships, corporations, or governments; (d) To
receive, acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may only be purchased,
directly or indirectly, out of earned surplus; (e) To make gifts or
contributions for the public welfare or for charitable, scientific or
educational purposes.
Article VI - CAPITAL STOCK
Section 1. Authorized Shares. The total number of shares which
this corporation is authorized to issue is 20,000,000 shares of Common
Stock of $.001 par value and 5,000,000 shares of Preferred Stock of
$.001 par value. The authority of the Corporation to issue non-voting
convertible and/or non-voting non-convertible preferred shares
<PAGE>
together with additional classes of shares may be limited by
resolution of the Board of Directors of the Corporation. Preferred
shares and additional classes of shares may be issued from time to
time as the Board of Directors may determine in their sole judgment
and without the necessity of action by the holders of Shares.
Section 2. Voting Rights of Stockholders. Each holder of the
Common Stock shall be entitled to one vote for each share of stock
standing in his name on the books of the corporation.
Section 3. Consideration for Shares. The Common Stock shall be
issued for such consideration, as shall be fixed from time to time by
the Board of Directors. In the absence of fraud, the judgment of the
Directors as to the value of any property or services received in full
or partial payment for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall
be non-assessable. The Articles shall not be amended in this
particular.
Section 4. Stock Rights and Options. The corporation shall have
the power to create and issue rights, warrants, or options entitling
the holders thereof to purchase from the corporation any shares of its
capital stock of any class or classes, upon such terms and conditions
and at such times and prices as the Board of Directors may provide,
which terms and conditions shall be incorporated in an instrument or
instruments evidencing such rights. In the absence of fraud, the
judgment of the Directors as to the adequacy of consideration for the
issuance of such rights or options and the sufficiency thereof shall
be conclusive.
<PAGE>
Article VII - MANAGEMENT
For the management of the business, and for the conduct of the affairs
of the corporation, and for the future definition, limitation, and
regulation of the powers of the corporation and its directors and
stockholders, it is further provided:
Section 1. Size of Board. The number of the Board of Directors
shall be one (1). Such number may from time to time be increased or
decreased in such manner as prescribed by the Bylaws. Directors need
not be stockholders.
Section 2. Powers of Board. In furtherance and not in
limitation of the powers conferred by the laws of the State of Nevada,
the Board of Directors is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the Bylaws subject to the
power of the stockholders to alter or repeal the Bylaws made by the
Board of Directors;
(b) Subject to the applicable provisions of the Bylaws then in
effect, to determine, from time to time, whether and to what extent,
and at what times and places, and under what conditions and
regulations, the accounts and books of the corporation, or any of
them, shall be open to stockholder inspection. No stockholder shall
have any right to inspect any of the accounts, books or documents of
the corporation, except as permitted by law, unless and until
authorized to do so by resolution of the Board of Directors or of the
stockholders of the Corporation;
(c) To authorize and issue, without stockholder consent,
obligations of the Corporation, secured and unsecured, under such
terms and conditions as the Board, in its sole discretion, may
determine, and to pledge or mortgage, as security therefore, any real
or personal property of the corporation, including after-acquired
property;
(d) To determine whether any and, if so, what part of the earned
surplus of the corporation shall be paid in dividends to the
stockholders, and to direct and determine other use and disposition of
any such earned surplus;
<PAGE>
(e) To fix, from time to time, the amount of the profits of the
corporation to be reserved as working capital or for any other lawful
purpose;
(f) To establish bonus, profit-sharing, stock option, or other
types of incentive compensation plans for the employees, including
officers and directors, of the corporation, and to fix the amount of
profits to be shared or distributed, and to determine the persons to
participate in any such plans and the amount of their respective
participation's.
(g) To designate, by resolution or resolutions passed by a
majority of the whole Board, one or more committees, each consisting
of two or more directors, which, to the extent permitted by law and
authorized by the resolution or the Bylaws, shall have and may
exercise the powers of the Board;
(h) To provide for the reasonable compensation of its own
members by Bylaw, and to fix the terms and conditions upon which such
compensation will be paid;
(i) In addition to the powers and authority hereinbefore, or by
statute, expressly conferred upon it, the Board of Directors may
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, subject, nevertheless, to the
provisions of the laws of the State of Nevada, of these Articles of
Incorporation, and of the Bylaws of the corporation.
Section 3. Interested Directors. No contract or transaction
between this corporation and any of its directors, or between this
corporation and any other corporation, firm, association, or other
legal entity shall be invalidated by reason of the fact that the
director of the corporation has a direct or indirect interest,
pecuniary or otherwise, in such corporation, firm, association, or
<PAGE>
legal entity, or because the interested director was present at the
meeting of the Board of Directors which acted upon or in reference to
such contract or transaction, or because he participated in such
action, provided that: (1) the interest of each such director shall
have been disclosed to or known by the Board and a disinterested
majority of the Board shall have, nonetheless, ratified and approved
such contract or transaction (such interested director or directors
may be counted in determining whether a quorum is present for the
meeting at which such ratification or approval is given); or (2) the
conditions of N.R.S. 78.140 are met.
Section 4. Name and Address. The name and post office addresses
of the Board of Directors which consists of one (1) person and who
shall hold office until his successors are duly elected and qualified,
is as follows:
NAME ADDRESS
Paulla Shaw 7621 Genzer Drive
Las Vegas, NV 89128
Article VIII - PLACE OF MEETING; CORPORATE BOOKS
Subject to the laws of the State of Nevada, the stockholders and the
directors shall have power to hold their meetings, and the directors shall
have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may
from time to time be designated in the Bylaws or by appropriate resolution.
Article IX - AMENDMENT OF ARTICLES
The provisions of these Articles of Incorporation may be amended,
altered or repealed from time to time to the extent and in the manner
prescribed by the laws of the State of Nevada, and additional provisions
authorized by such laws as are then in force may be added. All rights
herein conferred on the directors, officers and stockholders are granted
subject to this reservation.
<PAGE>
Article X - LIMITED LIABILITY OF OFFICERS AND DIRECTORS
Except as hereinafter provided, all past, current and/or future officers
and directors of the corporation shall not be personally liable to the
corporation or its stockholders for damages for breach of fiduciary duty as
a director or officer. This limitation on personal liability shall not
apply to acts or omissions which involve intentional misconduct, fraud,
knowing violation of law, or unlawful distributions prohibited by Nevada
Revised Statutes Section 78.300.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 10,000; that the
said changes and amendments have been consented to and approved by a
majority of the stockholders holding at least a majority of stock
outstanding and entitled to vote thereon at a meeting of the Shareholders
held August 16, 1999.
Dated: October 1, 1999
/s/ Paulla Shaw
____________________________________
PAULLA SHAW, President
/s/ Paulla Shaw
_____________________________________
PAULLA SHAW, Secretary
STATE OF NEVADA )
) SS:
COUNTY OF CLARK )
On October 1, 1999, personally appeared before me, a Notary Public,
PAULLA SHAW, who is the President and Secretary of CopSil Corporation and
who acknowledged to me that she executed the above instrument on behalf of
the Corporation.
/s/ Debra Amigone
_____________________________________
NOTARY PUBLIC
BYLAWS
OF
CopSil Corporation,
a Nevada corporation
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The principal office shall be
in the City of Las Vegas, County of Clark, State of Nevada.
Section 2. OTHER OFFICES. The board of directors may at any
time establish branch or subordinate offices at any place or places where
the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders shall
be held at any place within or without the State of Nevada designated by
the board of directors. In the absence of any such designation,
stockholders' meetings shall be held at the principal executive office of
the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of
stockholders shall be held at a date and time designated by the board of
directors. (At such meetings, directors shall be elected and any other
proper business may be transacted by a plurality vote of stockholders.)
Section 3. SPECIAL MEETINGS. A special meeting of the
stockholders, for any purpose or purposes whatsoever, unless prescribed by
statute or by the articles of incorporation, may be called at any time by
the president and shall be called by the president or secretary at the
request in writing of a majority of the board of directors, or at the
request in writing of stockholders holding shares in the aggregate entitled
to cast not less than a majority of the votes at any such meeting.
The request shall be in writing, specifying the time of such
meeting, the place where it is to be held and the general nature of the
business proposed to be transacted, and shall be delivered personally or
sent by registered mail or by telegraphic or other facsimile transmission
to the chairman of the board, the president, any vice president or the
secretary of the corporation. The officer receiving such request forthwith
shall cause notice to be given to the stockholders entitled to vote, in
accordance with the provisions of Sections 4 and 5 of this Article II, that
<PAGE>
a meeting will be held at the time requested by the person or persons
calling the meeting, not less than thirty-five (35) nor more than sixty
(60) days after the receipt of the request. If the notice is not given
within twenty (20) days after receipt of the request, the person or persons
requesting the meeting may give the notice. Nothing contained in this
paragraph of this Section 3 shall be construed as limiting, fixing or
affecting the time when a meeting of stockholders called by action of the
board of directors may be held.
Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of
meetings of stockholders shall be sent or otherwise given in accordance
with Section 5 of this Article II not less than ten (10) nor more than
sixty (60) days before the date of the meeting being noticed. The notice
shall specify the place, date and hour of the meeting and (i) in the case
of a special meeting the general nature of the business to be transacted,
or (ii) in the case of the annual meeting those matters which the board of
directors, at the time of giving the notice, intends to present for action
by the stockholders. The notice of any meeting at which directors are to
be elected shall include the name of any nominee or nominees which, at the
time of the notice, management intends to present for election.
If action is proposed to be taken at any meeting for approval of
(i) contracts or transactions in which a director has a direct or indirect
financial interest, (ii) an amendment to the articles of incorporation,
(iii) a reorganization of the corporation, (iv) dissolution of the
corporation, or (v) a distribution to preferred stockholders, the notice
shall also state the general nature of such proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE.
Notice of any meeting of stockholders shall be given either personally or
by first-class mail or telegraphic or other written communication, charges
prepaid, addressed to the stockholder at the address of such stockholder
appearing on the books of the corporation or given by the stockholder to
the corporation for the purpose of notice. If no such address appears on
the corporation's books or is given, notice shall be deemed to have been
given if sent by mail or telegram to the corporation's principal executive
office, or if published at least once in a newspaper of general circulation
in the county where this office is located. Personal delivery of any such
notice to any officer of a corporation or association or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. Notice shall be deemed to have been given at
the time when delivered personally or deposited in the mail or sent by
telegram or other means of written communication. In the event of the
transfer of stock after delivery or mailing of the notice of and prior to
the holding of the meeting, it shall not be necessary to deliver or mail
notice of the meeting to the transferee.
If any notice addressed to a stockholder at the address of such
stockholder appearing on the books of the corporation is returned to the
corporation by the United States Postal Service marked to indicate that the
United States Postal Service is unable to deliver the notice to the
stockholder at such address, all future notices or reports shall be deemed
to have been duly given without further mailing if the same shall be
available to the stockholder upon written demand of the stockholder at the
principal executive office of the corporation for a period of one year from
the date of the giving of such notice.
<PAGE>
An affidavit of the mailing or other means of giving any notice
of any stockholders' meeting shall be executed by the secretary, assistant
secretary or any transfer agent of the corporation giving such notice, and
shall be filed and maintained in the minute book of the corporation.
Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 6. QUORUM. The presence in person or by proxy of the
holders of a majority of the shares entitled to vote at any meeting of
stockholders shall constitute a quorum for the transaction of business,
except as otherwise provided by statute or the articles of incorporation.
The stockholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum, if any
action taken (other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any
stockholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of the majority of
the shares represented at such meeting, either in person or by proxy, but
in the absence of a quorum, no other business may be transacted at such
meeting.
When any meeting of stockholders, either annual or special, is
adjourned to another time or place, notice need not be given of the
adjourned meeting if the time and place thereof are announced at a meeting
at which the adjournment is taken. At any adjourned meeting the
corporation may transact any business which might have been transacted at
the original meeting.
Section 8. VOTING. Unless a record date set for voting
purposes be fixed as provided in Section 1 of Article VII of these bylaws,
only persons in whose names shares entitled to vote stand on the stock
records of the corporation at the close of business on the business day
next preceding the day on which notice is given (or, if notice is waived,
at the close of business on the business day next preceding the day on
which the meeting is held) shall be entitled to vote at such meeting. Any
stockholder entitled to vote on any matter other than elections of
directors or officers, may vote part of the shares in favor of the proposal
and refrain from voting the remaining shares or vote them against the
proposal, but, if the stockholder fails to specify the number of shares
such stockholder is voting affirmatively, it will be conclusively presumed
that the stockholder's approving vote is with respect to all shares such
stockholder is entitled to vote. Such vote may be by voice vote or by
ballot; provided, however, that all elections for directors must be by
ballot upon demand by a stockholder at any election and before the voting
begins.
When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in
person or represented by proxy shall decide any question brought before
such meeting, unless the question is one upon which by express provision of
the statutes or of the articles of incorporation a different vote is
required in which case such express provision shall govern and control the
decision of such question. Every stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each
share of stock standing in his name on the books of the corporation.
<PAGE>
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT
STOCKHOLDERS. The transactions at any meeting of stockholders, either
annual or special, however called and noticed, and wherever held, shall be
as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present either in person or by proxy, and if, either
before or after the meeting, each person entitled to vote, not present in
person or by proxy, signs a written waiver of notice or a consent to a
holding of the meeting, or an approval of the minutes thereof. The waiver
of notice or consent need not specify either the business to be transacted
or the purpose of any regular or special meeting of stockholders, except
that if action is taken or proposed to be taken for approval of any of
those matters specified in the second paragraph of Section 4 of this
Article II, the waiver of notice or consent shall state the general nature
of such proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall also constitute a
waiver of notice of such meeting, except when the person objects, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened, and except that attendance at a
meeting is not a waiver of any right to object to the consideration of
matters not included in the notice if such objection is expressly made at
the meeting.
Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A
MEETING. Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if a
consent in writing, setting forth the action so taken, is signed by the
holders of outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. All
such consents shall be filed with the secretary of the corporation and
shall be maintained in the corporate records. Any stockholder giving a
written consent, or the stockholder's proxy holders, or a transferee of the
shares of a personal representative of the stockholder of their respective
proxy holders, may revoke the consent by a writing received by the
secretary of the corporation prior to the time that written consents of the
number of shares required to authorize the proposed action have been filed
with the secretary.
Section 11. PROXIES. Every person entitled to vote for
directors or on any other matter shall have the right to do so either in
person or by one or more agents authorized by a written proxy signed by the
person and filed with the secretary of the corporation. A proxy shall be
deemed signed if the stockholder's name is placed on the proxy (whether by
manual signature, typewriting, telegraphic transmission or otherwise) by
the stockholder or the stockholder's attorney in fact. A validly executed
proxy which does not state that it is irrevocable shall continue in full
force and effect unless revoked by the person executing it, prior to the
vote pursuant thereto, by a writing delivered to the corporation stating
that the proxy is revoked or by a subsequent proxy executed by, or
attendance at the meeting and voting in person by the person executing the
proxy; provided, however, that no such proxy shall be valid after the
expiration of six (6) months from the date of such proxy, unless coupled
<PAGE>
with an interest, or unless the person executing it specifies therein the
length of time for which it is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution. Subject to the
above and the provisions of Section 78.355 of the Nevada General
Corporation Law, any proxy duly executed is not revoked and continues in
full force and effect until an instrument revoking it or a duly executed
proxy bearing a later date is filed with the secretary of the corporation.
Section 12. INSPECTORS OF ELECTION. Before any meeting of
stockholders, the board of directors may appoint any persons other than
nominees for office to act as inspectors of election at the meeting or its
adjournment. If no inspectors of election are appointed, the chairman of
the meeting may, and on the request of any stockholder or his proxy shall,
appoint inspectors of election at the meeting. The number of inspectors
shall be either one (1) or three (3). If inspectors are appointed at a
meeting on the request of one or more stockholders or proxies, the holders
of a majority of shares or their proxies present at the meeting shall
determine whether one (1) or three (3) inspectors are to be appointed. If
any person appointed as inspector fails to appear or fails or refuses to
act, the vacancy may be filled by appointment by the board of directors
before the meeting, or by the chairman at the meeting.
The duties of these inspectors shall be as follows:
(a) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence
of a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any
way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the election result; and
(f) Do any other acts that may be proper to conduct the
election or vote with fairness to all stockholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the Nevada
General Corporation Law and any limitations in the articles of
incorporation and these bylaws relating to action required to be approved
by the stockholders or by the outstanding shares, the business and affairs
of the corporation shall be managed and all corporate powers shall be
exercised by or under the direction of the board of directors.
Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors shall have
the power and authority to:
<PAGE>
(a) Select and remove all officers, agents, and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the articles of incorporation or these bylaws,
fix their compensation, and require from them security for faithful
service.
(b) Change the principal executive office or the principal
business office from one location to another; cause the corporation to be
qualified to do business in any other state, territory, dependency, or
foreign country and conduct business within or without the State; designate
any place within or without the State for the holding of any stockholders'
meeting, or meetings, including annual meetings; adopt, make and use a
corporate seal, and prescribe the forms of certificates of stock, and alter
the form of such seal and of such certificates from time to time as in
their judgment they may deem best, provided that such forms shall at all
times comply with the provisions of law.
(c) Authorize the issuance of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered,
debts or securities canceled, tangible or intangible property actually
received.
(d) Borrow money and incur indebtedness for the purpose of
the corporation, and cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecation's, or other evidences of debt and
securities therefor.
Section 2. NUMBER OF DIRECTORS. The authorized number of
directors shall be no fewer than one (1) nor more than seven (7). The
exact number of authorized directors shall be set by resolution of the
board of directors, within the limits specified above. The maximum or
minimum number of directors cannot be changed, nor can a fixed number be
substituted for the maximum and minimum numbers, except by a duly adopted
amendment to this bylaw duly approved by a majority of the outstanding
shares entitled to vote.
Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF
DIRECTORS. Directors shall be elected at each annual meeting of the
stockholders to hold office until the next annual meeting, but if any such
annual meeting is not held or the directors are not elected at any annual
meeting, the directors may be elected at any special meeting of
stockholders held for that purpose, or at the next annual meeting of
stockholders held thereafter. Each director, including a director elected
to fill a vacancy, shall hold office until the expiration of the term for
which elected and until a successor has been elected and qualified or until
his earlier resignation or removal or his office has been declared vacant
in the manner provided in these bylaws. Directors need not be
stockholders.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any
director may resign effective upon giving written notice to the chairman of
the board, the president, the secretary or the board of directors of the
corporation, unless the notice specifies a later time for the effectiveness
of such resignation, in which case such resignation shall be effective at
the time specified. Unless such resignation specifies otherwise, its
acceptance by the corporation shall not be necessary to make it effective.
The board of directors may declare vacant the office of a director who has
<PAGE>
been declared of unsound mind by an order of a court or convicted of a
felony. Any or all of the directors may be removed without cause of such
removal is approved by the affirmative vote of a majority of the
outstanding shares entitled to vote. No reduction of the authorized number
of directors shall have the effect of removing any director before his term
of office expires.
Section 5. VACANCIES. Vacancies in the board of directors,
may be filled by a majority of the remaining directors, though less than a
quorum, or by a sole remaining director. Each director so elected shall
hold office until the next annual meeting of the stockholders and until a
successor has been elected and qualified.
A vacancy in the board of directors exists as to any authorized
position of directors which is not then filled by a duly elected director,
whether caused by death, resignation, removal, increase in the authorized
number of directors or otherwise.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors, but any such
election by written consent shall require the consent of a majority of the
outstanding shares entitled to vote. If the resignation of a director is
effective at a future time, the board of directors may elect a successor to
take office when the resignation becomes effective.
If after the filling of any vacancy by the directors, the
directors then in office who have been elected by the stockholders shall
constitute less than a majority of the directors then in office, any holder
or holders of an aggregate of five percent or more of the total number of
shares at the time outstanding having the right to vote for such directors
may call a special meeting of the stockholders to elect the entire board.
The term of office of any director not elected by the stockholders shall
terminate upon the election of a successor.
Section 6. PLACE OF MEETINGS. Regular meetings of the board
of directors shall be held at any place within or without the State of
Nevada that has been designated from time to time by resolution of the
board. In the absence of such designation, regular meetings shall be held
at the principal executive office of the corporation. Special meetings of
the board shall be held at any place within or without the State of Nevada
that has been designated in the notice of the meeting or, if not stated in
the notice or there is not notice, at the principal executive office of the
corporation. Any meeting, regular or special, may be held by conference
telephone or similar communication equipment, so long as all directors
participating in such meeting can hear one another, and all such directors
shall be deemed to be present in person at such meeting.
Section 7. ANNUAL MEETINGS. Immediately following each
annual meeting of stockholders, the board of directors shall hold a regular
meeting for the purpose of transaction of other business. Notice of this
meeting shall not be required.
Section 8. OTHER REGULAR MEETINGS. Other regular meetings of
the board of directors shall be held without call at such time as shall
from time to time be fixed by the board of directors. Such regular
meetings may be held without notice, provided the notice of any change in
the time of any such meetings shall be given to all of the directors.
Notice of a change in the determination of the time shall be given to each
director in the same manner as notice for special meetings of the board of
directors.
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Section 9. SPECIAL MEETINGS. Special meetings of the board
of directors for any purpose or purposes may be called at any time by the
chairman of the board or the president or any vice president or the
secretary or any two directors.
Notice of the time and place of special meetings shall be
delivered personally or by telephone to each director or sent by
first-class mail or telegram, charges prepaid, addressed to each director
at his or her address as it is shown upon the records of the corporation.
In case such notice is mailed, it shall be deposited in the United States
mail at least four (4) days prior to the time of the holding of the
meeting. In case such notice is delivered personally, or by telephone or
telegram, it shall be delivered personally or by telephone or to the
telegraph company at least forty-eight (48) hours prior to the time of the
holding of the meeting. Any oral notice given personally or by telephone
may be communicated to either the director or to a person at the office of
the director who the person giving the notice has reason to believe will
promptly communicate it to the director. The notice need not specify the
purpose of the meeting nor the place if the meeting is to be held at the
principal executive office of the corporation.
Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except
to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a
quorum is present shall be regarded as the act of the board of directors,
subject to the provisions of Section 78.140 of the Nevada General
Corporation Law (approval of contracts or transactions in which a director
has a direct or indirect material financial interest), Section 78.125
(appointment of committees), and Section 78.751 (indemnification of
directors). A meeting at which a quorum is initially present may continue
to transact business notwithstanding the withdrawal of directors, if any
action taken is approved by at least a majority of the required quorum for
such meeting.
Section 11. WAIVER OF NOTICE. The transactions of any meeting
of the board of directors, however called and noticed or wherever held,
shall be as valid as though had at a meeting duly held after regular call
and notice if a quorum be present and if, either before or after the
meeting, each of the directors not present signs a written waiver of
notice, a consent to holding the meeting or an approval of the minutes
thereof. The waiver of notice of consent need not specify the purpose of
the meeting. All such waivers, consents and approvals shall be filed with
the corporate records or made a part of the minutes of the meeting. Notice
of a meeting shall also be deemed given to any director who attends the
meeting without protesting, prior thereto or at its commencement, the lack
of notice to such director.
Section 12. ADJOURNMENT. A majority of the directors present,
whether or not constituting a quorum, may adjourn any meeting to another
time and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and
place of holding an adjourned meeting need not be given, unless the meeting
is adjourned for more than twenty-four (24) hours, in which case notice of
such time and place shall be given prior to the time of the adjourned
meeting, in the manner specified in Section 8 of this Article III, to the
directors who were not present at the time of the adjournment.
<PAGE>
Section 14. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the board of directors may be taken without a
meeting, if all members of the board shall individually or collectively
consent in writing to such action. Such action by written consent shall
have the same force and effect as a unanimous vote of the board of
directors. Such written consent or consents shall be filed with the
minutes of the proceedings of the board.
Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and
members of committees may receive such compensation, if any, for their
services, and such reimbursement of expenses, as may be fixed or determined
by resolution of the board of directors. Nothing herein contained shall be
construed to preclude any director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services. Members of special or standing committees
may be allowed like compensation for attending committee meetings.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The board of directors
may, by resolution adopted by a majority of the authorized number of
directors, designate one or more committees, each consisting of one or more
directors, to serve at the pleasure of the board. The board may designate
one or more directors as alternate members of any committees, who may
replace any absent member at any meeting of the committee. Any such
committee, to the extent provided in the resolution of the board, shall
have all the authority of the board, except with regard to:
(a) the approval of any action which, under the Nevada
General Corporation Law, also requires stockholders' approval or approval
of the outstanding shares;
(b) the filing of vacancies on the board of directors or in
any committees;
(c) the fixing of compensation of the directors for serving
on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of
new bylaws;
(e) the amendment or repeal of any resolution of the board
of directors which by its express terms is not so amendable or repealable;
(f) a distribution to the stockholders of the corporation,
except at a rate or in a periodic amount or within a price range determined
by the board of directors; or
<PAGE>
(g) the appointment of any other committees of the board of
directors or the members thereof.
Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III, Sections 6 (place of meetings), 8
(regular meetings), 9 (special meetings and notice), 10 (quorum), 11
(waiver of notice), 12 (adjournment), 13 (notice of adjournment) and 14
(action without meeting), with such changes in the context of those bylaws
as are necessary to substitute the committee and its members for the board
of directors and its members, except that the time or regular meetings of
committees may be determined by resolutions of the board of directors and
notice of special meetings of committees shall also be given to all
alternate members, who shall have the right to attend all meetings of the
committee. The board of directors may adopt rules for the government of
any committee not inconsistent with the provisions of these bylaws. The
committees shall keep regular minutes of their proceedings and report the
same to the board when required.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall
be a president, a secretary and a treasurer. The corporation may also
have, at the discretion of the board of directors, a chairman of the board,
one or more vice presidents, one or more assistant secretaries, one or more
assistant treasurers, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article V. Any two or
more offices may be held by the same person.
Section 2. ELECTION OF OFFICERS. The officers of the
corporation, except such officers as may be appointed in accordance with
the provisions of Section 3 or Section 5 of this Article V, shall be chosen
by the board of directors, and each shall serve at the pleasure of the
board, subject to the rights, if any, of an officer under any contract of
employment. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a
secretary and a treasurer, none of whom need be a member of the board. The
salaries of all officers and agents of the corporation shall be fixed by
the board of directors.
Section 3. SUBORDINATE OFFICERS, ETC. The board of directors
may appoint, and may empower the president to appoint, such other officers
as the business of the corporation may require, each of whom shall hold
office for such period, have such authority and perform such duties as are
provided in the bylaws or as the board of directors may from time to time
determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers
of the corporation shall hold office until their successors are chosen and
qualify. Subject to the rights, if any, of an officer under any contract
of employment, any officer may be removed, either with or without cause, by
the board of directors, at any regular or special meeting thereof, or,
except in case of an officer chosen by the board of directors, by any
officer upon whom such power or removal may be conferred by the board of
directors.
<PAGE>
Any officer may resign at any time by giving written notice to
the corporation. Any such resignation shall take effect at the date of the
receipt of such notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation shall not
be necessary to make it effective. Any such resignation is without
prejudice to the rights, if any, of the corporation under any contract to
which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office
because of death, resignation, removal, disqualification or any other cause
shall be filled in the manner prescribed in these bylaws for regular
appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board,
if such an officer be elected, shall, if present, preside at all meetings
of the board of directors and exercise and perform such other powers and
duties as may be from time to time assigned to him by the board of
directors or prescribed by the bylaws. If there is no president, the
chairman of the board shall in addition be the chief executive officer of
the corporation and shall have the powers and duties prescribed in
Section 7 of this Article V.
Section 7. PRESIDENT. Subject to such supervisory powers, if
any, as may be given by the board of directors to the chairman of the
board, if there be such an officer, the president shall be the chief
executive officer of the corporation and shall, subject to the control of
the board of directors, have general supervision, direction and control of
the business and the officers of the corporation. He shall preside at all
meetings of the stockholders and, in the absence of the chairman of the
board, of if there be none, at all meetings of the board of directors. He
shall have the general powers and duties of management usually vested in
the office of president of a corporation, and shall have such other powers
and duties as may be prescribed by the board of directors or the bylaws.
He shall execute bonds, mortgages and other contracts requiring a seal,
under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the board of directors to
some other officer or agent of the corporation.
Section 8. VICE PRESIDENTS. In the absence or disability of
the president, the vice presidents, if any, in order of their rank as fixed
by the board of directors or, if not ranked, a vice president designated by
the board of directors, shall perform all the duties of the president, and
when so acting shall have all the powers of, and be subject to all the
restrictions upon, the president. The vice presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the board of directors or the bylaws,
the president or the chairman of the board.
Section 9. SECRETARY. The secretary shall attend all
meetings of the board of directors and all meetings of the stockholders and
shall record, keep or cause to be kept, at the principal executive office
or such other place as the board of directors may order, a book of minutes
of all meetings of directors, committees of directors and stockholders,
with the time and place of holding, whether regular or special, and, if
special, how authorized, the notice thereof given, the names of those
present at directors' and committee meetings, the number of shares present
or represented at stockholders' meetings, and the proceedings thereof.
<PAGE>
The secretary shall keep, or cause to be kept, at the principal
executive office or at the office of the corporation's transfer agent or
registrar, as determined by resolution of the board of directors, a share
register, or a duplicate share register, showing the names of all
stockholders and their addresses, the number and classes of shares held by
each, the number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered for
cancellation.
The secretary shall give, or cause to be given, notice of all
meetings of stockholders and of the board of directors required by the
bylaws or by law to be given, and he shall keep the seal of the corporation
in safe custody, as may be prescribed by the board of directors or by the
bylaws.
Section 10. TREASURER. The treasurer shall keep and maintain,
or cause to be kept and maintained, adequate and correct books and records
of accounts of the properties and business transactions of the corporation,
including accounts of its assets, liabilities, receipts, disbursements,
gains, losses, capital, retained earnings and shares. The books of account
shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to
the president and directors, whenever they request it, an account of all of
his transactions as treasurer and of the financial condition of the
corporation, and shall have other powers and perform such other duties as
may be prescribed by the board of directors or the bylaws.
If required by the board of directors, the treasurer shall give
the corporation a bond in such sum and with such surety or sureties as
shall be satisfactory to the board of directors for the faithful
performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or
proceeding if he acted in good faith and in a manner which he reasonably
<PAGE>
believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, has no reasonable
cause to believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding,
he had reasonable cause to believe that his conduct was unlawful.
Section 2. ACTIONS BY THE CORPORATION. The corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including
amounts paid in settlement and attorneys' fees, actually and reasonably
incurred by him in connection with the defense or settlement of the action
or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other
court of competent jurisdiction determines upon application that in view of
all the circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
Section 3. SUCCESSFUL DEFENSE. To the extent that a
director, officer, employee or agent of the corporation has been successful
on the merits or otherwise in defense of any action, suit or proceeding
referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the defense.
Section 4. REQUIRED APPROVAL. Any indemnification under
Sections 1 and 2, unless ordered by a court or advanced pursuant to Section
5, must be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination must
be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by
independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not
parties to the act, suit or proceeding cannot be obtained, by independent
legal counsel in a written opinion.
<PAGE>
Section 5. ADVANCE OF EXPENSES. The articles of
incorporation, the bylaws or an agreement made by the corporation may
provide that the expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by the corporation. The provisions of this section do not
affect any rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any contract or
otherwise by law.
Section 6. OTHER RIGHTS. The indemnification and advancement
of expenses authorized in or ordered by a court pursuant to this
Article VI:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders
or disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
Section 2 or for the advancement of expenses made pursuant to Section 5,
may not be made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs,
executors and administrators of such a person.
Section 7. INSURANCE. The corporation may purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
for any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability
under the provisions of this Article VI.
Section 8. RELIANCE ON PROVISIONS. Each person who shall act
as an authorized representative of the corporation shall be deemed to be
doing so in reliance upon the rights of indemnification provided by this
Article.
Section 9. SEVERABILITY. If any of the provisions of this
Article are held to be invalid or unenforceable, this Article shall be
construed as if it did not contain such invalid or unenforceable provision
and the remaining provisions of this Article shall remain in full force and
effect.
Section 10. RETROACTIVE EFFECT. To the extent permitted by
applicable law, the rights and powers granted pursuant to this Article VI
shall apply to acts and actions occurring or in progress prior to its
adoption by the board of directors.
<PAGE>
ARTICLE VII
RECORDS AND BOOKS
Section 1. MAINTENANCE OF SHARE REGISTER. The corporation
shall keep at its principal executive office, or at the office of its
transfer agent or registrar, if either be appointed and as determined by
resolution of the board of directors, a record of its stockholders, giving
the names and addresses of all stockholders and the number and class of
shares held by each stockholder.
Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep
at its principal executive office, or if its principal executive office is
not in this State at its principal business office in this State, the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the stockholders at all reasonable times during office hours.
If the principal executive office of the corporation is outside this state
and the corporation has no principal business office in this state, the
secretary shall, upon the written request of any stockholder, furnish to
such stockholder a copy of the bylaws as amended to date.
Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The
accounting books and records and minutes of proceedings of the stockholders
and the board of directors and any committee or committees of the board of
directors shall be kept at such place or places designated by the board of
directors, or, in the absence of such designation, at the principal
executive office of the corporation. The minutes shall be kept in written
form and the accounting books and records shall be kept either in written
form or in any other form capable of being converted into written form.
Every director shall have the absolute right at any reasonable
time to inspect and copy all books, records and documents of every kind and
to inspect the physical properties of this corporation and any subsidiary
of this corporation. Such inspection by a director may be made in person
or by agent or attorney and the right of inspection includes the right to
copy and make extracts. The foregoing rights of inspection shall extend to
the records of each subsidiary of the corporation.
Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein
shall be interpreted as prohibiting the board of directors from issuing
annual or other periodic reports to the stockholders of the corporation as
they deem appropriate.
Section 5. FINANCIAL STATEMENTS. A copy of any annual
financial statement and any income statement of the corporation for each
quarterly period of each fiscal year, and any accompanying balance sheet of
the corporation as of the end of each such period, that has been prepared
by the corporation shall be kept on file in the principal executive office
of the corporation for twelve (12) months.
Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT
AGENT. The corporation shall, on or before April 19th of each year, file
with the Secretary of State of the State of Nevada, on the prescribed form,
a list of its officers and directors and a designation of its resident
agent in Nevada.
<PAGE>
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE. For purposes of determining the
stockholders entitled to notice of any meeting or to vote or entitled to
receive payment of any dividend or other distribution or allotment of any
rights or entitled to exercise any rights in respect of any other lawful
action, the board of directors may fix, in advance, a record date, which
shall not be more than sixty (60) days nor less than ten (10) days prior to
the date of any such meeting nor more than sixty (60) days prior to any
other action, and in such case only stockholders of record on the date so
fixed are entitled to notice and to vote or to receive the dividend,
distribution or allotment of rights or to exercise the rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date fixed as aforesaid, except as otherwise
provided in the Nevada General Corporation Law.
If the board of directors does not so fix a record date:
(a) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close
of business on the day next preceding the day on which notice is given or,
if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled
to give consent to corporate action in writing without a meeting, when no
prior action by the board has been taken, shall be the day on which the
first written consent is given.
(c) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which the
board adopts the resolution relating thereto, or the sixtieth (60th) day
prior to the date of such other action, whichever is later.
Section 2. CLOSING OF TRANSFER BOOKS. The directors may
prescribe a period not exceeding sixty (60) days prior to any meeting of
the stockholders during which no transfer of stock on the books of the
corporation may be made, or may fix a date not more than sixty (60) days
prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled
to notice or to vote at such meeting.
Section 3. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such
owner, and to hold liable for calls and assessments a person registered on
its books as the owner of shares, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of Nevada.
<PAGE>
Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All
checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the
corporation, shall be signed or endorsed by such person or persons and in
such manner as, from time to time, shall be determined by resolution of the
board of directors.
Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED.
The board of directors, except as in the bylaws otherwise provided, may
authorize any officer or officers, agent or agents, to enter into any
contract or execute any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances; and, unless so authorized or ratified by the board of directors
or within the agency power or authority to bind the corporation by any
contract or engagement or to pledge its credit or to render it liable for
any purpose or to any amount.
Section 6. STOCK CERTIFICATES. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
stockholder when any such shares are fully paid, and the board of directors
may authorize the issuance of certificates or shares as partly paid
provided that such certificates shall state the amount of the consideration
to be paid therefor and the amount paid thereon. All certificates shall be
signed in the name of the corporation by the president or vice president
and by the treasurer or an assistant treasurer or the secretary or any
assistant secretary, certifying the number of shares and the class or
series of shares owned by the stockholder. When the corporation is
authorized to issue shares of more than one class or more than one series
of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation
will furnish to any stockholders upon request and without charge, a full or
summary statement of the designations, preferences and relatives,
participating, optional or other special rights of the various classes of
stock or series thereof and the qualifications, limitations or restrictions
of such rights, and, if the corporation shall be authorized to issue only
special stock, such certificate must set forth in full or summarize the
rights of the holders of such stock. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer agent or
registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were an officer,
transfer agent or registrar at the date of issue.
No new certificate for shares shall be issued in place of any
certificate theretofore issued unless the latter is surrendered and
canceled at the same time; provided, however, that a new certificate may be
issued without the surrender and cancellation of the old certificate if the
certificate thereto fore issued is alleged to have been lost, stolen or
destroyed. In case of any such allegedly lost, stolen or destroyed
certificate, the corporation may require the owner thereof or the legal
representative of such owner to give the corporation a bond (or other
adequate security) sufficient to indemnify it against any claim that may be
made against it (including any expense or liability) on account of the
alleged loss, theft or destruction of any such certificate or the issuance
of such new certificate.
<PAGE>
Section 7. DIVIDENDS. Dividends upon the capital stock of
the corporation, subject to the provisions of the articles of
incorporation, if any, may be declared by the board of directors at any
regular or special meeting pursuant to law. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to the provisions
of the articles of incorporation.
Before payment of any dividend, there may be set aside out of any
funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as
a reserve or reserves 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 the directors may modify or abolish any such
reserves in the manner in which it was created.
Section 8. FISCAL YEAR. The fiscal year of the corporation
shall be fixed by resolution of the board of directors.
Section 9. SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its incorporation and the
words "Corporate Seal, Nevada."
Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The chairman of the board, the president, or any vice president, or any
other person authorized by resolution of the board of directors by any of
the foregoing designated officers, is authorized to vote on behalf of the
corporation any and all shares of any other corporation or corporations,
foreign or domestic, standing in the name of the corporation. The
authority herein granted to said officers to vote or represent on behalf of
the corporation any and all shares held by the corporation in any other
corporation or corporations may be exercised by any such officer in person
or by any person authorized to do so by proxy duly executed by said
officer.
Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context
requires otherwise, the general provisions, rules of construction, and
definitions in the Nevada General Corporation Law shall govern the
construction of the bylaws. Without limiting the generality of the
foregoing, the singular number includes the plural, the plural number
includes the singular, and the term "person" includes both a corporation
and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be
adopted or these bylaws may be amended or repealed by the affirmative vote
of a majority of the outstanding shares entitled to vote, or by the written
assent of stockholders entitled to vote such shares, except as otherwise
provided by law or by the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of
the stockholders as provided in Section 1 of this Article, bylaws may be
adopted, amended or repealed by the board of directors.
<PAGE>
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of CopSil
Corporation, a Nevada corporation; and
2. That the foregoing Bylaws, comprising nineteen (19) pages,
constitute the Bylaws of said corporation as duly adopted and approved by
the board of directors of said corporation by a Unanimous Written Consent
dated as of April 20, 1994 and duly adopted and approved by the
stockholders of said corporation at a special meeting held on April 20,
1994.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 20th day of April, 1994.
/s/ Norman Barrett
_________________________________
Norman C. Barrett, Secretary
COPSIL CORPORATION
INCORPORATED UNDER THE LAWS OF THIS STATE OF NEVADA
20,000,000 SHARES COMMON STOCK AUTHORIZED, $.001 PAR VALUE
THIS
CERTIFIES
THAT SEE REVERSE FOR
CERTAIN DEFINITIONS
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
COPSIL CORPORATION
transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this certificate properly endorsed.
This certificate and the shares represented hereby are subject to the laws
of this State of Nevada, and to the Certificate of Incorporation and Bylaws
of the Corporation, as now hereafter amended. This certificate is not
valid unless countersigned by the Transfer Agent. WITNESS the facsimile
seal of the Corporation and the signature of its duly authorized officers.
DATE
COPSIL CORPORATION
Corporate Seal
Nevada
SECRETARY
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I hereby consent to the use in the form 10-SB Registration Statement
of Copsil, Inc. my report as of October 2o, 1999 dated October 21, 1999
relating the financial statement of Copsil Corp, which appears in such Form
10-SB.
/S/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
Las Vegas, Nevada
October 21, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 10-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> OCT-21-1999
<CASH> 9,174
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 9,174
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,174
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (826)
<INCOME-TAX> 0
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (826)
<EPS-BASIC> .00
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</TABLE>
