<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C.20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
i3Dx.com., a Nevada Corporation
-------------------------------
(Previously 3-Dx.com)
Nevada 88-0429263
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
4850 River Green Parkway, Duluth, Georgia 30096
- --------------------------------------------------- --------------
(Address of principal executive offices) (zip code)
(770) 497-0727
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Issuer's telephone number
Securities to be registered under Section 12(g) of the Act:
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<S> <C>
Title of each class Name of each exchange on which
to be so registered: Class "A" Common Stock each class is to be registered: None
Class "B" Common Stock
</TABLE>
Securities to be registered under Section 12(g) of the Act:
90 million Shares of Class "A" Common Shares and 10 million Class
"B" Common Shares, par value $0.01 (one cent) per share
-------------------------------------------------------
(Title of Class)
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I3DX.COM.
Part I
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<CAPTION>
Form 10-SB Item Location in
Item Number Caption Information Statement
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<S> <C> <C>
1. Description of Business 4
2. Management's Discussion And 7
Analysis or plan of Operation
3. Description of Property 8
4. Security Ownership of Certain 9
Beneficial Owners and Management
5. Directors, Executive Officers, 10
Promoters and Control Persons
6. Executive Compensation 12
7. Certain Relationships and Related 13
Transactions
8. Description of Securities 14
Part II
1. Market Price and Dividends on 15
the Registrant's Common Equity
and Other Shareholder Matters
2. Legal Proceedings 16
3. Changes in and Disagreements 16
With Accountants
4. Recent Sales of Unregistered 16
Securities
5. Indemnification of Directors 16
and Officers
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Part III
1. Index to Exhibits 17
</TABLE>
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ITEM 1. DESCRIPTION OF BUSINESS.
INCEPTION. i3Dx.com (the "Company" or i3Dx.com") was incorporated
under the laws of the State of Nevada on June 18, 1999 as 3-Dx.com, with its
name changed to i3Dx.com as of August 16, 1999. The Company was organized for
the purposes of acting as an exclusive licensee, manufacturing, processing
and marketing entity for certain unique and proprietary 3D technologies which
allows the viewer to perceive images on printed material as a three
dimensional print or transparency. The Company's technology (1) produces
three-dimensional images that can be viewed comfortably and conveniently by
individuals and groups without the use of glasses, viewers and other
ancillary aids; and, (2) produces such images that are readily available on a
practical and consistent, cost-effective basis, photographically or via
computers. For the first part, the Company has a technology where, after
printing, the image contains the same basic information that the original
scene contained. That is, light arriving at the retina via the micro-lens
screen of the print closely approximates the light captured by the camera at
the original scene or created by the computer. For the second part, the
various components of the Company's technologies are tightly integrated to
offer a high-speed, electronic printing capability which is cost-effective
and which enables the 3D image to be transferred from the first step to the
last without distortion.
Previously other approaches to 3D printed images contained
considerably less information than a person sees when viewing the original
image. The i3Dx.com system actually encodes more information than is
instantaneously received by the eye of the person when viewing the original
image. For the purposes of this Registration Statement, these processes are
generically referred to as "3D" imaging or technology.
i3Dx.com is currently a privately held corporation with its licensor
and principal shareholder being, NimsTec Limited, a Bermuda Corporation.
NimsTec currently holds Thirty Million shares of an authorized Ninety Million
shares of the Class "A" common stock, constituting 87% of the issued and
outstanding shares, and Ten Million shares of an authorized Ten Million
shares of the Class "B" common stock. It should be noted the Class "B" common
stock represents 51% of the voting shares in the Company. The only other
significant present shareholder is Electric Gas and Technology, Inc., a small
publicly traded NASDAQ National Market System corporation, (ELGT) whose
relationship is subsequently explained in this Registration Statement as a
funding and consulting public company, and which is also assisting i3Dx.com
in the partial distribution of its stock to ELGT shareholders through an
interim capitalization by ELGT.
ELGT currently holds 4,500,000 shares of Class "A" common stock of
which it intends to distribute Three Million to its shareholders pursuant to
a contemporaneously filed SB-2 Registration Statement by the Company,
together with two million Warrants out of 2.5 million exercisable for
additional Class "A" common shares to its shareholders at $4.00 per share to
acquire one share for each warrant exercised. After the intended
distribution, ELGT would continue to directly own approximately 1.5 Million
i3Dx.com Class "A" common restricted shares and warrants to acquire an
additional 0.5 million shares. In addition, i3Dx.com has reserved an
additional six million Class "A" shares for warrants or options of which ELGT
has received a warrant right under which it may acquire up to 500,000 shares
in a twenty-four month warrant period at $1.00 per share. At present there
are no other issued and outstanding shares or shareholders of the Company.
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NimsTec Limited has primarily focused on the development of the 3D
technology and acquisition of production equipment and facilities to a stage
where commercial applications may commence, but should not be considered a
predecessor or operating entity.
BUSINESS. i3Dx.com is a hi-tech company which utilizes the Internet
for the development and distribution of its products. The Company's
technology is based on three-dimensional photographic lenticular (micro-lens)
imaging and is suitable for any application which may benefit from increased
visualization, such as medical imaging, advertising and marketing.
Incorporated in Nevada, the Company maintains a 26,500 square foot
administrative manufacturing and processing facility in Duluth, Georgia,
where it mass-produces, at competitive prices, 3D images in both reflective
print and transparency formats, for the commercial, medical and consumer
markets.
The Company can produce 3D images from single 2D source images
(prints, negatives, or slides), single 2D digital datasets (files), multiple
2D images and datasets, customer 3D digital datasets or 3D digital datasets
created by the Company's computer software for the customer.
The majority of the Company's commercial source images are digital
datasets received via the Internet. The Company's ability to transmit 3D data
files via the Internet provides the opportunity for interactive participation
with the client. This interaction also facilitates real time creation and
editing of the 3D image to be produced and substantially reduces time from
concept to market with the client receiving the exact image desired.
The Company's primary intended business applications for this and
related three-dimensional photographic technology include:
- - THE COMMERCIAL MARKET - The commercial market would include such
diverse applications as the producing of transparencies and reflective
prints for advertising in various public and retail outlets. The
commercial segment would also include assisting clients or other end
users in preparing personal identification cards or documents through
the use of the 3D imaging technology.
- - THE MEDICAL MARKET - With the advent of the generation of volumetric
datasets in medical imaging, i3Dx's precision photographic optical
film is now utilized to communicate spatial relationships and depth
cues for medical diagnoses. A specific application is 3D Fundus
Photography wherein i3Dx processes images of the retinal surface of
the human eye to a clinical standard for the patients of approximately
50 medical institutions.
- - THE CONSUMER MARKET - The third aspect of the Company's business
involves individual consumer 3D photography which is distinguishable
from the prior aspects in that this primarily involves the sale and
marketing of cameras capable of taking three- dimensional pictures by
the amateur photographer, which then are delivered in 3D using
processes and materials licensed or supplied by the Company. Other
consumer products range from 3D greeting cards to 3D original art.
While commercial market images are often created using computer
software, or as a result of converting a 2D source image file to a 3D image,
the medical market typically involves multiple
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images taken using special cameras or other equipment and the consumer market
involves images taken using a multi-lens camera, or created using computer
software.
Since its inception in June, 1999, the Company has been processing
medical images and consumer market orders. A number of commercial orders have
also been received and are in various stages of processing ranging from
design to shipping. The Company's Website, located at www.i3Dx.com, has
produced considerable interest and numerous orders.
The Company is engaged as a start-up entity in organizing the
commercialization of its core technology including organizing its source
imaging and distribution channels, primarily the Internet. The Company is
receiving orders for its products via its Internet site as well as the 2D
source image files or 3D datasets required for its commercial market imaging
process. Because of the organizational stage of the Company's business, it
must be considered a high risk investment which does not yet have any
significant revenues or income.
LICENSE AGREEMENT. The Company entered into an exclusive licensing
contract for the technology with NimsTec Limited as of June 30, 1999 covering
the territory of The United States, Canada, and Mexico. In consideration, the
Company is obligated to pay to NimsTec five per cent (5%) of gross sales in
exchange for a fifty year exclusive license (renewable once on like terms)
with no minimum sales requirements to maintain the license.
MAJORITY SHARES. NimsTec Limited has acquired thirty million of the
Company's authorized ninety million class "A" shares, as well as all of the
10 million class "B" shares in consideration for the transfer of certain
equipment and other assets to the Company.
FUTURE FOREIGN INTEREST. The Company presently intends and has the
right to acquire a currently undesignated minority interest in a Belgian
corporation to be located in Flanders, Belgium. This company will manufacture
micro-lens print film for NimsTec Limited, the intended majority shareholder
of the to be formed Belgian corporation. The Belgian company may be an
indirect supplier of photographic film and potentially related supplies
utilized by the Company. The Belgian company will become an affiliate of
i3Dx.com and will have a license to market 3D products in Europe. Neither
i3Dx.com nor the Belgian company will directly sell to, or buy from, the
other. The Company has designated Sixty-Five Thousand Dollars ($65,000) of
the debenture proceeds to be received from ELGT for the purchase of the
undesignated minority shareholder interest. No other terms of this intended
future transaction have been negotiated.
RELATIONSHIPS WITH PHOTO RETAIL COMPANIES. The Company currently has
a working relationship with three photo retail companies to print 3D pictures
for sale to the Company's intended consumer market.
The Company estimates, but cannot warrant, that it will obtain
profitability from anticipated operations and revenues after approximately
the third year of operations. As noted above, the Company has not had any
significant revenues or income to date and must be considered a start-up
enterprise.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The Company advises you that various information included in this
Section, as well as other parts of this Registration Statement, include
forward looking statements within the meaning of Section 21E of the
Securities and Exchange Act of 1934. These statements are based on
management's beliefs and assumptions, particularly related to certain
projected economic results, and upon information currently available to
management. Forward looking statements include the information concerning
possible or assumed future results of operations by the Company set forth
under such headings as "Dividend Policy," and "Management's Discussion and
Analysis." Forward looking statements also include statements in which we use
words such as "expect," "anticipate," "intend," "plan," "believe,"
"estimate," or similar expressions indicating an intended but unknown future
result. Each party relying upon this registration should understand that
these constitute merely management's best projections of future results and
should not be relied upon as an assurance or warranty of future results in
any manner.
The Company has processed and shipped product to all of its target
markets: medical, consumer and commercial; however, due to the short period
of time from inception to date, the sales volumes have been limited. As a
result, the Company's Financial Statements, to date, reflect limited revenues
without net earnings.
LIQUIDITY AND CAPITAL RESOURCES. The Company's present liquidity is
almost fully dependent on its present capitalization and intended initial
financing efforts. At present, the Company's initial capitalization consists
of tangible assets valued at $3,178,781, before depreciation, and cash of
$417,489 prior to the second anticipated debenture financing from ELGT as
set-out below. For accounting purposes, the fixed assets are valued at their
cost basis, less depreciation. See attached Financial Statements. The Company
owns an exclusive license from NimsTec Limited, for a fifty year term with a
right of renewal and with no volume restrictions, to utilize the licensed
technology to manufacture and market products throughout its licensed
territory of Canada, Mexico and the United States. The Company is obligated
to pay a license fee, in the amount five percent (5%) of the Company's gross
sales, for the term of the license. Ancillary to the license is the right of
the Company to non-exclusive use of various 3D equipment of NimsTec Limited
during the license term without additional consideration.
Electric and Gas Technology, Inc. (ELGT) is a diversified publicly
held small technology company traded on the NASDAQ National Market System
with its principal offices in Dallas, Texas. ELGT has made an initial capital
investment in the Company of Five Hundred Thousand Dollars as of
approximately June 30, 1999 for which it received 4,500,000 shares of Class
"A" common stock of the Company, and warrants to acquire an additional
2,500,000 class "A" shares at the exercise price of $4.00 per share for a
twelve month period. ELGT intends to "spin-off" or distribute to its
shareholders three million shares of the common stock and two million of the
warrants pursuant to a registration statement of i3Dx.com being
contemporaneously filed with this Form 10-SB. If all of the warrants were
exercised, of which there is no assurance, then the Company would receive an
additional gross capitalization of ten million dollars.
ELGT has also entered into a further commitment to supply to
i3Dx.com an additional Five Hundred Thousand Dollars in the form of a 24
month convertible debenture, bearing interest at 8% annually, and convertible
to i3Dx.com Class "A" shares at the conversion rate of $2.00 per share
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for a 24 month period. This convertible loan is payable upon completion of
the initial i3Dx.com financing and delivery of the audited Financial
Statements to ELGT. If converted, the result would cause a reduction of the
debt of the Company in exchange for the issuance of 250,000 shares of
i3Dx.com stock to ELGT at $2.00 per share. As noted above, $65,000 of the
proceeds will be applied to purchase the minority interest in the to be
formed Belgian company. This debenture is a general obligation instrument.
Finally, ELGT will be issued Five Hundred Thousand 24 month warrants
exercisable at $1.00 per share as part of the financing commitment of ELGT to
the Company. These warrants will be for a 24 month period; and, if exercised,
would raise an additional Five Hundred Thousand Dollars in capital for the
Company. No assurance or guarantee of the exercise of these warrants can be
given.
The Company has also committed to ELGT that it will retire the
$500,000 debentures from the first $4,000,000 in warrants exercised by ELGT,
unless ELGT elects to convert the debenture. Again, no assurance of the
exercise of these warrants can be made. If the warrants are not exercised,
the Company will be carrying a debt obligation of $500,000 to ELGT which can
only be paid from anticipated revenues or earnings. If these earnings do not
materialize, the Company may not have any means or resources from which to
pay its outstanding debt obligations and may be forced into a position of
illiquidity.
Of the proceeds received from ELGT to date, $500,000, and the
anticipated additional $500,000, the Company will retire current obligations
and accounts in the amount of approximately $15,000; use approximately
$300,000 for marketing and operations; hold $65,000 in reserve for the
purchase of an interest in the to be formed Belgian Corporation; and employ
the approximate balance of $555,000 as a working capital reserve.
RESULTS OF OPERATIONS. As noted above, the Company has very limited
revenues to date. However, the Company has completed its Website and is
pursuing its marketing activities as described above.
The Company projects increasing revenue growth resulting in future
net profits, but has not had quantifiable forecasts at this time which it
deems sufficient for public disclosure as to anticipated revenue growth or
future income.
Management's present projected use of initial proceeds obtained
from ELGT, as generally described above, is more fully set-out in the Use of
Proceeds Section of the contemporaneously filed SB-2 Registration Statement
for the Company. This Registration Statement, as approved, may be made
available, without cost, to any interested shareholder or other party by
inquiry to the Company at its offices listed above, or will be available as a
filed document under the SEC EDGAR Filer Website designated as www.sec.gov.
ITEM 3. DESCRIPTION OF PROPERTY. The Company owns $3,178,781 of
tangible assets and cash of $417,489. The Company's right to the use of
additional production equipment, technology and facilities under lease or
license agreements are described by category below. The Company's
capitalization, as described in the preceding section, primarily consists of
its property and cash.
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For accounting purposes, the leaseholds and license rights, including
property available for non-exclusive use under the license with NimsTec, are
not valued.
TANGIBLE PRODUCTION EQUIPMENT. In addition to the tangible assets
generally described above, which are used for production, the Company has the
non-exclusive use, under its license, of various other equipment owned by the
licensor. Title to this equipment remains with NimsTec. This equipment is not
included in the Financial Statements for the Company. The Company believes
its owned equipment, plus the NimsTec "use" equipment, to be sufficient
equipment for the initial intended production of the 3D imaging products.
LEASEHOLDS. The Company presently leases its principal office
facilities at 4850 River Green Parkway, Duluth, Georgia. These premises
consist of administrative and manufacturing area of approximately 26,500
square feet. The property is held under a seven year lease at a monthly lease
rate of $ 18,000, with no right of renewal.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
In the narrative, under Item 2 above, "Management's Discussion and Analysis
or Plan of Operation" the Company has generally discussed its present
capitalization and debt structure and the sources of such funding and
obligations from NimsTec Limited and ELGT.
In this Section, without further narrative discussion, the Company attempts
to set out graphically a summary of those holdings by the principal security
holders, including all warrant and options rights:
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<CAPTION>
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Security Holder Type of Security Max. No. of Gross Proceeds Current
Shares Issued / to Company Percentage of
OR to be Issued Issued Shares /
percentage
assuming all
options or
warrants ARE
Exercised
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NimsTec Class "A" 30,000,000 Equipment (1) 87.0%
-----
Limited Common (issued) and Assets
79.5%
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NimsTec Class "B" 10,000,000 Equipment 100%
----
Limited Common (issued) and Assets
(51% of voting 100%
shares)
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ELGT Class "A" 4,500,000 $500,000 13.0%
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Common (issued) 11.9%
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ELGT Class "A" 2,500,000 $10,000,000 0%
Warrants at (issued) (potential) ---
$4.00/share (2) 6.6%
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ELGT 24 Month Class 250,000 $500,000 0%
"A" Convertible ---
Debenture at .7%
$2.00/share (3)
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ELGT Warrants for 500,000 $500,000 0%
500,000 Class ---
"A" Shares at 1.3%
$1.00/share (4)
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</TABLE>
(1) NimsTec, in consideration for the initial issuance of class "A" and "B"
shares, as set-out above, granted to i3Dx.com its initial equipment and
assets.
(2) These warrants are exercisable at $4.00/share for twelve months and were
deemed issued on July 3, 1999.
(3) This Debenture will be funded upon the filing of this Registration and is
convertible by ELGT for twenty-four months at $2.00/share.
(4) These warrants are exercisable at $1.00/share for twenty-four months, and
were issued on August 9, 1999.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
DIRECTORS AND EXECUTIVE OFFICERS. The following chart sets out a list
of the Directors and Principal Executive Officers. Following the chart is a
brief resume of each of the Directors and Officers.
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Name Title Current Term Years of Service % of Shares
Held
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<S> <C> <C> <C> <C>
Dr. Jerry C. Chairman of the Indefinite From Inception 0%(1)
Nims Board, CEO, June, 1999
CTO,
Founder
- ---------------------------------------------------------------------------------------------------------------
Paul F. Peters Director, Indefinite From Inception 0%
President, June, 1999
COO
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- ---------------------------------------------------------------------------------------------------------------
Sir David Deputy Indefinite From Dec. 1999 0%
Gibbons Chairman of the
Board
- ---------------------------------------------------------------------------------------------------------------
David Perdue Director Indefinite From Dec. 1999 0%
- ---------------------------------------------------------------------------------------------------------------
Ronald J. Doeve Executive Vice Indefinite From Oct. 1999 0%
President,
Secretary
- ---------------------------------------------------------------------------------------------------------------
Dr. William Sr. Vice Indefinite From Nov. 1999 0%
Karczes, PhD President,
Research &
Development
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James Collins Treasurer, CFO Indefinite From Sep. 1999 0%
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Dr. Nims, while not directly own any shares in the Company, is an indirect
beneficial owner by owning a little more than one-third of NimsTec Limited.
BIOGRAPHICAL INFORMATION.
DR. JERRY C. NIMS, Age 63. Dr. Nims is the founder of the Company
and acts as its Board Chairman. He is also the Chief Executive Officer and
the Chief Technical Officer. Dr. Nims, and a related research group, have
been active in the development of 3D technology over the past 32 years. Dr.
Nims obtained his first patent in 3-Dimensional technology in 1974. From 1970
to 1984 he was involved with Nimslo Technology, Inc. in the development of
various 3D technologies and patents. From 1984 to 1990, he was affiliated
with Olsen Group of Norway. From 1990 to 1995 he was primarily engaged in
interest outside the technology field. From 1996 to present, he has been
involved with NimsTec Limited as the licensor of the technology to the
Company. Dr. Nims will continue to participate with NimsTec Limited as an
officer and director. He will, however, not participate, as either an officer
or director of the Company, in any matter which materially effects the
contractual relationship between the Company and NimsTec Limited. It is
intended that Dr. Nims will serve the Company on an as needed basis.
PAUL F. PETERS, Age 36. Mr. Peters will act as President and COO of
the Company. Mr. Peters was formally with the Bank of New England as
Electronic Data Processing/Financial Auditor from approximately 1985-1987. He
also has worked in the investment banking field, including as Vice President
for Lehman Brothers, International Private Client Group from 1988-1996.
Previously, Mr. Peters was the global marketing director for NimsTec Limited
from approximately 1996-1998. It is anticipated that Mr. Peters will serve
the Company on a full time basis.
SIR DAVID GIBBONS, Age 72. Sir David currently serves as the CEO of
Edward Gibbons Ltd. and the Chairman of Colonial Insurance C.O. Ltd. both
privately held Bermuda based corporations. From 1958-1999 Sir David served
first as a Director of the Board of N.T. Butterfield & Sons Ltd. and lastly as
the Chairman (1986-1997). Sir David also has a long history of service in
various positions in the government of the Bahamas last serving as the
Chairman of the Bermuda Monetary
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Authority (1984-1986) and previously as Finance Minister and a Member or
Parliament. He was awarded the title KBE by her majesty the Queen in January
1985. Sir David will serve the Company on an as needed basis.
DAVID PERDUE, Age 45. Currently Executive Vice President for Reebok
International Ltd. since 1998 where he was responsible for three of Reebok's
four divisions, including Global Marketing, Global Sales and Global
Operations. Prior to his affiliation with Reebok, Mr. Perdue was Senior Vice
President for Haggar Apparel (1995-1998) and was responsible for global sales
and distributions. From 1993 - 1995 he was the President of Sara Lee Asia.
Mr. Perdue will act as a Director and consultant to the Company starting
December, 1999. It is intended Mr. Perdue will serve the Company on an as
needed basis. Mr. Perdue will serve on an as needed basis.
RONALD J. DOEVE, Age 47. Present: i3Dx.com, Executive Vice
President, General Counsel and Secretary. 1989 to Present: Counsel to Paribas
affiliate; acquisition counsel since 1998; 1997 to Present: Counsel to Dutch
Government Trustee in Georgia Litigation; 1992 to Present: Special
Master/Receiver for Georgia Superior Courts, Gwinnett Circuit; 1984 to 1986:
Litigation Counsel, Department of Treasury/Internal Revenue Service,
Southeast Region. Mr. Doeve will serve on a full time basis.
DR. WILLIAM M. KARSZES, PHD, Age 52. Present: i3Dx.com, Senior Vice
President, Research & Development and Manufacturing. 1992 to 1999:
President/Consultant, Plastic Associates, Inc. Over 30 years of experience in
all forms of plastic processing. Wide range of employment with various
multinationals including General Electric, Ciba Geigy, and Ameritech.
Consulting clients including American Cyanamid, Polymer Group Inc. (PGI),
AT&T, etc. Mr. Karszes will serve on a full time basis.
JAMES COLLINS, Age 52. From 1987 to date Mr. Collins has owned and
operated Collins & Company which provides management accounting services to
various Bermuda based companies, including shipping and real estate
interests. Mr. Collins is a member of the Institute of Chartered Accountants
and was a founding member of the Institute of Chartered Accountants for
Bermuda. From 1973 to 1986 he was the treasurer and held other offices in
TMX, Ltd., Bermuda, the international financial and distribution affiliate of
Timex Corporation. He held several directorships within the group. He was
also a former director of accounting services for Peat Marwick Mitchell. Mr.
Collins will act as the Chief Financial Officer and the Treasurer of the
Company. It is intended Mr. Collins will serve the Company on an as needed
basis.
None of the foregoing parties has been appointed to their offices or
positions pursuant to any contractual right or agreement. Each are believed
to serve independently and have received their initial appointment by acting
as founders or initial principals of the Company. Various compensation to be
received by the officers is as set-out under Item 6., below.
ITEM 6. EXECUTIVE COMPENSATION.
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<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
----------------------------------- --------------------------------------
Awards Payouts
-------------------------- -------
Other Restricted Securities
Name and annual stock underlying LTIP All other
principal Salary Bonus compensation award(s) Options/ payouts compensation
position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ------------------- ---- -------- ----- ------------ ---------- ---------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Paul F. Peters, 1999 $36,000 0 0 0 0 0 0
President
Dr. Jerry Nims, 1999 $36,000 0 0 0 0 0 0
Chairman of the
Board, CEO
</TABLE>
None of the current or prospective officers have been granted any
options, warrants or 401K or other stock rights in the Company. Further, the
Company does not presently have any established pension, stock option, or
stock incentive or related type plans.
Salaries have been paid to Messrs. Nims and Peters since July, 1999.
No Salaries have been fixed for the other officers who will initially serve
on a part-time basis.
Dr. Nims, while not directly holding shares in the Company, is a
minority owner (a little more than one-third) in the licensor of the Company,
NimsTec Limited, a Bermuda Corporation, which currently owns approximately
81% of the issued and outstanding Class "A" common stock of the Company and
100% of the Class "B" common stock (representing 51% of the voting rights in
the Company). As a result, it should be deemed that Dr. Nims is an indirect
beneficial owner of the shares set-out in the foregoing table.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. As generally
described under Item 1 "Description of Business and Item 2 Management's
Discussion and Analysis or Plan of Organization", there are deemed to be two
affiliated entities which may have a material influence or relationship with
the Company's operations.
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NimsTec Limited, as previously described, acts as a licensor for the
Company for all of its technological rights. NimsTec also has a contractual
relationship to supply the processing film and materials to the Company. It
is doubtful the Company could continue in its intended operations in any
manner without the license rights granted and equipment provided by NimsTec
under the licensing agreement as generally described above. The Chairman of
the Board of the Company, Dr. Nims, continues to act as a manager within
NimsTec Limited, The fact that Dr. Nims is a minority interest owner in
NimsTec, as well as the Chairman of the Board of the Company, may create
certain potential conflicts of interest. The Company believes that is has
provided adequate safeguards against these potential conflicts by adopting a
protocol. Under the protocol, Dr. Nims will continue to participate in
NimsTec Limited. He will, however, not participate, as either an Officer or
Director of the Company, in any matter which materially effects the
contractual relationship between the Company and NimsTec Limited. It is noted
that the contractual relationship between these two entities is already
specified and governed by the June 30, 1999 Asset and License Purchase
Agreement. It is not anticipated that the Company will be involved with
NimsTec Limited in any material dealings outside of the terms of said
Agreement. Nonetheless, because of the predominant shareholder interest of
NimsTec Limited in the Company, it should be deemed that NimsTec may be in a
position to substantially control the direction of the Company.
Secondly, ELGT should be considered as an affiliated company, as it
has supplied interim capital financing to the Company and will be engaged
with the Company in a "spin-off" of various shares of i3Dx.com to ELGT
shareholders as part of a contemporaneously filed registration statement.
While ELGT does not have a position on the Board of Directors or any
management authority or rights in the Company, it does hold in excess of ten
per cent of the issued and outstanding shares of the Company at the present
time and by such shareholder position should be considered a control or
affiliated party.
To the best knowledge of the Company, there are no other affiliated
persons or related party contractual relationships other than described in
this section and more fully set-out in other parts of this Registration
Statement.
ITEM 8. DESCRIPTION OF SECURITIES. The Company has two classes of
common stock. A Class "A" common stock consisting of 90 million shares,
authorized at $0.01 par value and 10 million Class "B" common shares having a
$0.01 par value. The Company has no preferred or other classes of shares.
The Class "B" voting shares constitute 51% of the voting rights in the
Company and are all issued and held by NimsTec Limited as previously
described. Of the 90 million authorized Class "A" common shares, presently
34,500,000 shares are issued and an additional 4,250,000 shares are subject
to be issued pursuant to various debenture conversion rights or warrants. The
aggregate of the Class "A" shares hold 49% of the voting rights in the
Company.
The Class "B" shares would be entitled to 51% of any stock dividend
and the Class "A" shares entitlement would be 49%.
There are no preemptive rights or cumulative voting provisions in the
Company. At present, the Company pays no dividends and it does not anticipate
in the foreseeable future that there will be any dividends paid.
14
<PAGE>
No fully issued and subscribed share subject to redemption,
assessment, or call.
The debt securities of the Company constitute the right to acquire
250,000 class "A" shares, which may be issued pursuant to the convertible
debenture as generally described under the Management's Discussion and
Analysis and a total of 3,000,000 warrants for 3,000,000 Class "A" common
shares. No assurance of whether the debentures will be converted or the
warrants exercised can be made or given at this time.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY &
OTHER SHAREHOLDER MATTERS.
The Company does not have a price range for its securities, as it has
not issued any publicly traded stock to date. It is not anticipated that
there can be any public trading in the Company's stock until after the filing
and effectiveness of this registration statement and a contemporaneously
filed SB-2 registration statement pertaining to the "spin off" of the Company
stock to various ELGT shareholders as previously set out and explained.
No broker/dealers or others acting as potential market makers have
made any commitment to maintain or to initiate a trading market in the
Company's stock upon completion of the "spin off." It is anticipated that the
shares "spun off" to ELGT shareholders may be subject to limited trading on
the Electronic Bulletin Board arising out of the desire to trade such
securities by these shareholders, though no assurance of any such market
activity can be made. The Company's longer terms objective would be to
attempt to meet, as soon as possible, the listing requirements for NASDAQ
"small cap" status and be traded on that market, though no assurance or
warranty whether or when such qualification will be met, can be given.
The Company does not presently pay any dividends and does not
anticipate paying dividends for the foreseeable future. The Company intends
to retain all earnings for growth purposes. The Company was only recently
organized, in June, 1999, and has not had any formal shareholder meetings
since such organization. The Company presently anticipates holding its first
annual shareholders' meeting in late calendar year 2000, though no specific
date has been set by the Board of Directors at this time. To the best
knowledge of the Company, there are no pending shareholder matters or
proposed items to be included in any special or general meeting of
shareholders, nor has any such meeting been requested.
15
<PAGE>
ITEM 2. LEGAL PROCEEDINGS.
The Company is not aware of any legal proceedings to which the Company
is a party, nor is the Company aware of any present demands, claims or causes
of actions pending against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company has retained the independent auditing firm of Jones,
Jensen & Company of Salt Lake City, Utah to act as its independent auditors.
The Company has no present disagreement with the initial audit material
prepared by its independent auditors and attached to this filing. The Company
has no present plans to change its auditors and would seek ratification of
the continuing services of its present auditors at the next regular
shareholder meeting.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has detailed under Part I of this registration, all of its
initial private placement of shares and incorporates those sections by this
reference. In summary, and not in limitation of the more complete disclosure
set out under Part I, the Company indicates that it has initially placed its
stock with two primary investors, the first being NimsTec Limited., a Bermuda
Corporation, which presently holds approximately 81% of the issued stock
Class "A" common being approximately 30 million shares of an authorized 90
million shares of the Company's Class "A" common stock and all of the 10
million Class "B" common stock, which Class "B" represents 51% of the voting
control in the Company. These shares were issued in consideration for the
transfer of the initial equipment and the capital assets of the Company.
The second principal shareholder is ELGT Corporation, which is
assisting the Company in interim financing and will spin off acquired shares
to its shareholders as a public company, pursuant to a contemporaneously
filed registration statement when effective. ELGT presently holds
approximately 13 % of the Class "A" common stock, being 4,500,000 shares and
warrants to acquire an additional 2,500,000 Class "A" shares at $4.00 a
share. It is anticipated that contemporaneously with the filing of this
registration, ELGT will obtain a convertible debenture, which can be
exercised for up to 250,000 shares at $2.00 a share, for an additional
$500,000 of capital consideration to the Company, and warrants to acquire an
additional 500,000 shares at a $1.00 per share. The Company has not issued
any other unregistered securities. Both of the foregoing placements were
deemed completed as accredited investor sales pursuant to the exemptions
provided by Section 4(b) of the Securities Act of 1933, and/or Rule 506
promulgated pursuant to such Act.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted the standard indemnification provisions for
officers and directors as provided by Nevada law in its Articles, which the
Company generally indemnifies officers and directors from liability for good
faith errors or omissions committed in the ordinary discharge of their
duties. The Company is generally aware that it is the position of the SEC
that any claim of
16
<PAGE>
indemnification as may relate to violations of U.S. Securities laws and
regulations are deemed to be of no force, effect or application.
PART III
ITEM 1. INDEX TO EXHIBITS.
The Company attaches the following material exhibits to this
registration statement:
<TABLE>
<S> <C>
I. Audited Financial Statements for periods ending June 30, 1999 and
July 31, 1999.
Regulation
II. Other Exhibits: S-K Designation
Number:
A. Share Acquisition Agreement by ELGT entitled PLAN OF REORGANIZATION (2)
AND FINANCING AGREEMENT WITH ADDENDUM.
B. Articles of Incorporation and all amendments thereto. 3(I)
C. By-Laws. 3(ii)
D. Debenture and Security instrument between ELGT and i3Dx.com. (4)
E. Opinion re legality (5)
F. Asset and License Purchase Agreement between NimsTec Limited (10)
and the Company with Amendment. [Application for confidential
filing pending]
G. Financial Data Schedule (27)
</TABLE>
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:
i3Dx.com
Date: November 12, 1999 /s/ Paul F. Peters
--------------------------------
Paul F. Peters
Its President
17
<PAGE>
i3Dx.COM
(FORMERLY 3-Dx.com)
(A NEVADA CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
JULY 31, 1999 AND JUNE 30, 1999
<PAGE>
C O N T E N T S
<TABLE>
<S> <C>
Independent Auditors' Report............................................................................ 3
Balance Sheets.......................................................................................... 4
Statements of Operations................................................................................ 6
Statements of Stockholders' Equity...................................................................... 7
Statements of Cash Flows................................................................................ 8
Notes to the Financial Statements...................................................................... 10
</TABLE>
<PAGE>
[LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
i3Dx.com
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Duluth, Georgia
We have audited the accompanying balance sheets of i3Dx.com (formerly
3-Dx.com) (a Nevada corporation) (a development stage company) as of July 31,
1999 and June 30, 1999 and the related statements of operations,
stockholders' equity and cash flows for the one month ended July 31, 1999 and
from inception on June 18, 1999 through June 30, 1999 and from inception on
June 18, 1999 through July 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of i3Dx.com (formerly 3-Dx.com)
(a Nevada corporation) (a development stage company) as of July 31, 1999 and
June 30, 1999 and the results of its operations and its cash flows for the
one month ended July 31, 1999 and from inception on June 18, 1999 through
June 30, 1999 and from inception on June 18, 1999 through July 31, 1999 in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has suffered losses from operations since
inception, which raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are also
described in Note 6. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
September 20, 1999
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
July 31, June 30,
1999 1999
----------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 417,489 $ -
Accounts receivable, net (Note 1) 14,508 -
Prepaids 13,333 -
Inventory (Note 1) 4,658 -
----------------- -----------------
Total Current Assets 449,988 -
----------------- -----------------
FIXED ASSETS (Note 1)
Machinery and equipment 3,178,781 3,166,700
Less accumulated depreciation (26,389) -
----------------- -----------------
Total Fixed Assets 3,152,392 3,166,700
----------------- -----------------
OTHER ASSETS
Deposits 18,000 -
----------------- -----------------
Total Other Assets 18,000 -
----------------- -----------------
TOTAL ASSETS $ 3,620,380 $ 3,166,700
================= =================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
4
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
July 31, June 30,
1999 1999
----------------- -----------------
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 15,363 $ -
Accrued expenses 5,298 -
----------------- -----------------
Total Current Liabilities 20,661 -
----------------- -----------------
Total Liabilities 20,661 -
----------------- -----------------
COMMITMENTS AND CONTINGENCIES (Note 4)
STOCKHOLDERS' EQUITY (Note 2)
Common stock, class A; 90,000,000 shares
authorized of $0.01 par value, 34,500,000
shares issued and outstanding 345,000 345,000
Common stock, class B; 10,000,000 shares
authorized of $0.01 par value, 10,000,000
shares issued and outstanding 100,000 100,000
Additional paid-in capital 3,221,700 3,221,700
Stock subscription receivable - (500,000)
Accumulated deficit (66,981) -
----------------- -----------------
Total Stockholders' Equity 3,599,719 3,166,700
----------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 3,620,380 $ 3,166,700
================= =================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
5
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the From Inception on
One Month June 18, 1999 Through
Ended ---------------------------------------
July 31, June 30, July 31,
1999 1999 1999
------------------ ----------------- -----------------
<S> <C> <C> <C>
NET SALES $ 31,641 $ - $ 31,641
COST OF GOODS SOLD 7,887 - 7,887
------------------ ----------------- -----------------
GROSS MARGIN 23,754 - 23,754
------------------ ----------------- -----------------
OPERATING EXPENSES
General and administrative 15,749 - 15,749
Rent 18,000 - 18,000
Depreciation 26,389 - 26,389
Salaries and wages 31,048 - 31,048
------------------ ----------------- -----------------
Total Operating Expenses 91,186 - 91,186
------------------ ----------------- -----------------
OPERATING LOSS (67,432) - (67,432)
------------------ ----------------- -----------------
OTHER INCOME
Interest income 451 - 451
------------------ ----------------- -----------------
Total Other Income 451 - 451
------------------ ----------------- -----------------
LOSS BEFORE INCOME TAXES (66,981) - (66,981)
INCOME TAXES - - -
------------------ ----------------- -----------------
NET LOSS $ (66,981) $ - $ (66,981)
================== ================= =================
BASIC LOSS PER COMMON SHARE $ 0.00 $ 0.00 $ 0.00
================== ================= =================
FULLY DILUTED LOSS PER
COMMON SHARE $ 0.00 $ 0.00 $ 0.00
================== ================= =================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
6
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Common Common Additional Stock
Class A Stock Class B Stock Paid-In Subscription Accumulated
Shares Amount Shares Amount Capital Receivable Deficit
------------- ------------- ------------- ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at inception on
June 18, 1999 - $ - - $ - $ - $ - $ -
Common stock issued for
machinery valued at
approximately $0.08
per share 30,000,000 300,000 10,000,000 100,000 2,766,700 - -
Common stock subscribed
for at approximately
$0.11 per share 4,500,000 45,000 - - 455,000 (500,000) -
Net loss from inception on
June 18, 1999 through
June 30, 1999 - - - - - - -
------------- ------------- ------------- ----------- ------------ ------------- -------------
Balance, June 30, 1999 34,500,000 345,000 10,000,000 100,000 3,221,700 (500,000) -
Cash received on stock
subscription receivable - - - - - 500,000 -
Net loss for the one month
ended July 31, 1999 - - - - - - (66,981)
------------- ------------- ------------- ----------- ------------ ------------- -------------
Balance, July 31, 1999 34,500,000 $ 345,000 10,000,000 $ 100,000 $ 3,221,700 $ - $ (66,981)
============= ============= ============= =========== ============ ============= =============
</TABLE>
The accompanying notes are an integral part of these
financial statements.
7
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
For the From Inception on
One Month June 18, 1999 Through
Ended ----------------------------------
July 31, June 30, July 31,
1999 1999 1999
--------------- --------------- ----------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (66,981) $ - $ (66,981)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation 26,389 - 26,389
Changes in operating assets and liabilities:
Increase in accounts receivable (14,508) - (14,508)
Increase in prepaids (13,333) - (13,333)
Increase in inventory (4,658) - (4,658)
Increase in deposits (18,000) - (18,000)
Increase in accounts payable 15,363 - 15,363
Increase in accrued expenses 5,298 - 5,298
--------------- --------------- ----------------
Net Cash Used by Operating Activities (70,430) - (70,430)
--------------- --------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets (12,081) - (12,081)
--------------- --------------- ----------------
Net Cash Used by Investing Activities (12,081) - (12,081)
--------------- --------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock subscription receivable 500,000 - 500,000
--------------- --------------- ----------------
Net Cash Provided by Financing Activities 500,000 - 500,000
--------------- --------------- ----------------
NET INCREASE IN CASH 417,489 - 417,489
CASH AT BEGINNING OF PERIOD - - -
--------------- --------------- ----------------
CASH AT END OF PERIOD $ 417,489 $ - $ 417,489
=============== =============== ================
</TABLE>
The accompanying notes are an integral part of these
financial statements.
8
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Statements of Cash Flows (Continued)
<TABLE>
<CAPTION>
For the From Inception on
One Month June 18, 1999 Through
Ended ----------------------------------
July 31, June 30, July 31,
1999 1999 1999
--------------- --------------- ----------------
<S> <C> <C> <C>
CASH PAID FOR:
Income taxes $ - $ - $ -
Interest $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for machinery $ - $ 3,166,700 $ 3,166,700
Common stock issued for stock
subscription receivable $ - $ 500,000 $ 500,000
</TABLE>
The accompanying notes are an integral part of these
financial statements.
9
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
July 31, 1999 and June 30, 1999
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
a. Organization
On August 16, 1999, the Company filed an amendment to its articles
of incorporation changing its name from 3-Dx.com to i3Dx.com.
i3Dx.com (the Company) was incorporated under the laws of the
State of Nevada on June 18, 1999. The Company is a hi-tech company
which utilizes the internet (www.i3dx.com) for the development and
distribution of its products. The Company's technology is based on
three-dimensional photographic lenticular imaging and is suitable
for any application which may benefit from increased
visualization, such as medical imaging, advertising and marketing.
The Company maintains a 26,500 square foot manufacturing and
processing facility in Duluth, Georgia where it mass-produces 3D
images in both reflective print and transparency formats for
the commercial, medical and consumer markets.
b. Cash and Cash Equivalents
For purposes of financial statement presentation, the Company
considers all highly liquid investments with a maturity of three
months or less, from the date of purchase, to be cash equivalents.
c. Accounts Receivable
Accounts receivable are shown net of the allowance for doubtful
accounts of $-0- at July 31, 1999 and June 30, 1999.
d. Fixed Assets
Fixed assets are stated at cost less accumulated depreciation.
Depreciation on machinery is provided using the straight-line
method over an expected useful life of ten (10) years.
Depreciation on equipment is provided using the straight-line
method over an expected life of five (5) years. Depreciation
expense for the one month ended July 31, 1999 and from inception
on June 18, 1999 through June 30, 1999 was $26,389 and $-0-,
respectively.
e. Inventory
Inventory consists of lenticular print film for use in the
development of film and pictures. Inventory is stated at the lower
of cost determined by the first-in, first-out method or market. At
July 31, 1999 and June 30, 1999, inventory amounted to $4,658 and
$-0-, respectively.
f. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a June 30 year end.
10
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
July 31, 1999 and June 30, 1999
NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES (Continued)
g. Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
h. Advertising
The Company follows the policy of charging the costs of
advertising to expense as incurred.
i. Credit Risks
The Company maintains two cash accounts in one bank in Georgia.
The Federal Deposit Insurance Corporation insures accounts to
$100,000. The Company's accounts exceeded the insured amount by
$220,109 and $-0- at July 31, 1999 and June 30, 1999,
respectively.
j. Income Taxes
No provision for federal income taxes has been made at July 31,
1999 due to an accumulated operating loss. The Company has
accumulated a $66,981 net operating loss as of July 31, 1999,
which may be used to reduce taxable income and income taxes in
future years. The use of these losses to reduce future income
taxes will depend on the generation of sufficient taxable income
prior to the expiration of the net operation loss carryforwards.
The carryforwards expire in 2019.
k. Revenue Recognition
Revenue is recognized upon shipment of goods to the customer.
l. Basic and Fully Diluted Loss Per Share
During February 1997, the FASB issued Statement of Financial
Accounting Standard No. 128, "Earnings per Share". This statement
changed the method in which earnings (loss) per share are
determined. The new standard requires the computation of basic
earnings (loss) per share and earnings (loss) per share assuming
dilution. Warrants (Note 3) to purchase 2,500,000 shares of class
A common stock at $4.00 per share were outstanding at July 31,
1999 and June 30, 1999. They were not included in the computation
of net loss per common share because they would have had an
antidilutive effect on the net loss per common share for the
periods ended July 31, 1999 and June 30, 1999. Basic net loss per
common share and assuming dilution were the same for the periods
ended July 31, 1999 and June 30, 1999.
11
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
July 31, 1999 and June 30, 1999
NOTE 2 - STOCKHOLDERS' EQUITY
The Company has authorized 90,000,000 shares of Class A common
stock (Class A) and 10,000,000 shares of Class B common stock
(Class B). Each class of stock is entitled to the following
provisions as outlined below:
DIVIDEND PROVISIONS
The holders of shares of Class A shall be entitled to receive,
when and as declared by the Board of Directors out of any funds at
the time legally available thereof, forty-nine percent (49%) of
all common stock dividends of the Company. Each share of Class A
shall rank on parity with each other share of Class A with respect
to dividends. Dividend payments to the holders of shares of Class
A shall be payable in cash by delivery of a check to each entitled
holder's address which is registered with the Secretary of the
Company.
The holders of shares of Class B shall be entitled to receive,
when and as declared by the Board of Directors out of any funds at
the time legally available thereof, fifty-one percent (51%) of all
common stock dividends of the Company. Each share of Class B shall
rank on parity with each other share of Class B with respect to
dividends. Dividend payments to the holders of shares of Class B
shall be payable in cash by delivery of a check to each entitled
holder's address which is registered with the Secretary of the
Company.
LIQUIDATION PROVISIONS
In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary of involuntary, the Class A and Class B
shall be entitled to receive an amount equal to forty-nine percent
(49%) and fifty-one percent (51%), respectively, of the amount
payable with respect to all classes of common stock distributed
ratably to the holders of common stock.
VOTING PROVISIONS
The holders of shares of Class A and Class B shall be entitled to
forty-nine percent (49%) and fifty-one percent (51%),
respectively, of the votes then held on all matters of which the
shareholders of the Company are entitled to vote.
NOTE 3 - WARRANTS
On June 30, 1999, the Company issued warrants to purchase up to
2,500,000 shares of the Company's Class A common stock. The
warrants are exercisable at $4.00 per share. The warrants were
issued as additional consideration for purchasing stock for
$500,000. The warrants expire on June 30, 2000.
12
<PAGE>
I3DX.COM
(Formerly 3-Dx.com)
(A Nevada Corporation)
(A Development Stage Company)
Notes to the Financial Statements
July 31, 1999 and June 30, 1999
NOTE 4 - COMMITMENTS AND CONTINGENCIES
On July 1, 1999, the Company entered into a seven (7) year lease
agreement with a related party for office and warehouse space
located in Duluth, Georgia. The lease obligation is currently
$18,000 per month with annual increases in proportion to any
increase in the CPI from the date
the lease is signed.
NOTE 5 - LICENSE RIGHTS - RELATED PARTY
On June 30, 1999, the Company acquired certain license rights from
a related company in exchange for a license fee of five percent
(5%) of gross sales attributable to the license rights. The
license includes the exclusive rights in Canada, Mexico and the
United States to manufacture and market animated and/or
3-dimensional photographic lenticular (micro-lens) images for the
initial period of fifty (50) years without volume restrictions.
The license may be renewed for a second fifty (50) years on like
terms. The Company may also sub-license the licensed rights with
written permission from the Licensor.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using 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. The Company has
incurred operating losses from its inception through July 31,
1999. It has not established revenues sufficient to cover its
operating costs which raises doubt about its ability to continue
as a going concern. However, results of operations are within the
expectations of management due to the early stage of the Company's
existence. Management believes that revenues will be sufficient to
cover and exceed operating costs by the end of fiscal year 2000.
In the interim, management plans to obtain equity financing
sufficient to cover its operating costs.
13
<PAGE>
PLAN OF REORGANIZATION AND
FINANCING AGREEMENT
THIS AGREEMENT DATED JUNE 30, 1999 IS BY AND BETWEEN ELECTRIC & GAS
TECHNOLOGY, INC. , A DULY QUALIFIED CORPORATION ORGANIZED UNDER THE LAWS OF
THE STATE OF TEXAS WITH EXECUTIVE OFFICES LOCATED AT 13636 NEUTRON ROAD,
75244-4410 (HEREINAFTER REFERRED TO AS ("ELGT") AND 3-DX.COM A DULY QUALIFIED
CORPORATION ORGANIZED UNDER THE LAWS OF NEVADA WITH CORPORATE OFFICES AT 318
N. CARSON STREET #209, CARSON CITY, NEVADA, 89701, HEREINAFTER REFERRED TO AS
("3-DX"). THE LICENSOR IS NIMS TEC LIMITED, AN EXEMPTED BERMUDA CORPORATION,
CORPORATE REGISTRATION NUMBER 21568 WITH EXECUTIVE OFFICES LOCATED AT 48
CEDAR AVENUE -SUITE 120 HAMILTON HMJX BERMUDA (HEREINAFTER REFERRED TO AS
("NIMSTEC"). WHENEVER BOTH ELGT AND 3-DX ARE REFERRED TO IN THIS AGREEMENT
THEY SHALL BE DESIGNAED AS PARTIES.
RECITALS
WHEREAS ELGT IS PRESENTLY A PUBLICLY TRADED CORPORATION LISTED ON
THE NASDAQ NATIONAL MARKET SYSTEM UNDER THE SYMBOL "ELGT"
WHEREAS 3-DX IS A PRIVATELY OWNED CORPORATION ENGAGED IN THE
BUSINESS OF OWNING AND OPERATING A BUSINESS ENGAGED IN PHOTOGRAPHIC AND
DIGITAL ORIGINATION OF ANIMATED AND 3-D IMAGES AND THE PHOTOGRAPHIC PRINTING
AND SALE OF ANIMATED AND 3-D IMAGES AND SUPPORTED BY VALUABLE TECHNICAL
INFORMATION AND EQUIPMENT.
WHEREAS ELGT IS DESIROUS OF PURCHASING AN EQUITY INVESTMENT IN 3-DX
AND SUPPLY CERTAIN FINANCING IN THE FORM OF A CONVERTIBLE DEBENTURE.
WHEREAS 3-DX WILL BE A MINORITY OWNER OF AN ADDITIONAL 3-D FACILITY
TO BE ESTABLISHED IN FLANDERS, BELGIUM WHICH WILL BE ENGAGED IN THE SAME
BUSINESS AND WHICH PRESENTLY HAS A FINANCIAL COMMITMENT BY THE GOVERNMENT OF
BELGIUM TO SUPPLY APPROXIMATELY $40 MILLION OF FINANCING.
<PAGE>
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 2.
WITNESSETH
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
1. 3-DX IS A NEW U.S. CORPORATION WITH AUTHORIZED CAPITAL OF ONE HUNDRED
MILLION SHARES (100,000,000) SHARES OF $.01 PAR VALUE CLASS "A" SHARES AND
10,000,.000 SHARES OF $.01 PAR VALUE CLASS "B" SHARES. SUCH CLASS "B" SHARES
SHALL HAVE VOTING AND DIVIDEND RIGHTS OF 51% OF 3DX.COM AND THE CLASS "A"
STOCK SHALL HAVE VOTING AND DIVIDEND RIGHTS OF 49% OF 3-DX.
2. NIMSTEC HAS TRANSFERRED TO 3-DX.COM ALL OF THE EQUIPMENT, ASSETS AND
LICENSE AGREEMENTS IN PERPETUITY. ALL OF SUCH ASSETS LISTED ON EXHIBIT "A"
ATTACHED HERETO ARE SUBJECT TO THIS AGREEMENT AND WERE TRANSFERRED BY NIMSTEC
IN CONSIDERATION FOR WHICH 3-DX HAS ISSUED TO NIMSTEC A TOTAL OF THIRTY
MILLION (30,000,000) SHARES OF NEWLY ISSUED CLASS "A" 3-DX COMMON STOCK AND
TEN MILLION (10,000,000) SHARES OF CLASS "B" COMMON STOCK.
3. 3-DX WILL SUPPLY TO NIMSTEC A 24-MONTH $2,000,000 CONVERTIBLE DEBENTURE
BEARING 8% INTEREST FOR AN EXCLUSIVE LICENSE SHOWN AS EXHIBIT "I". THE
CONVERSION PRICE WILL BE $2.00 PER SHARE OF 3-DX CLASS "A" COMMON AT THE
OPTION OF NIMSTEC. THE ANNUAL INTEREST WILL BE PAID MONTHLY AT $13,332.00.
4. UPON RECEIPT BY ELGT OF AUDITED FINANCIAL STATEMENTS OF 3-DX WHICH WOULD
COMPLY WITH UNITED STATES SEC REQUIREMENTS AND CONFIRMED AND WARRANTED BY THE
3-DX.COM DIRECTORS AND ATTACHED HERETO AS EXHIBIT "B". ELGT WILL FOLLOWING
CLOSING AND MUTUALLY APPROVED PRESS RELEASE PURCHASE AN EQUITY INVESTMENT IN
THE AMOUNT OF $500,000.00 FROM 3-DX IN EXCHANGE FOR WHICH ELGTWILL RECEIVE
4,500,000 SHARES OF CLASS "A" COMMON STOCK AND 2,500,000 TWELVE (12) MONTHS
CALLABLE WARRANTS EXERCISABLE AT $4.00 PER CLASS "A" COMMON SHARE FROM 3-DX
ON A ONE WARRANT TO ONE SHARE BASIS FROM 3-DX.
<PAGE>
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 3.
SIMULTANEOUSLY WITH THE RECEIPT BY ELGT OF 4.5 MILLION OF 3-DX CLASS "A"
COMMON STOCK (3 MILLION, 1 MILLION AND 500,000 SHARE CERTIFICATES) AND 2
MILLION WARRANTS. ELGT WILL DEPOSIT WITH 3-DX ITS CORPORATE CHECK TO BE
DEPOSITED BY 3-DX ON OR BEFORE SEVEN (7) BUSINESS DAYS AND IMMEDIATELY HAVE
THE RIGHT TO RELEASE A MUTUALLY APPROVED PRESS RELEASE.
5. 3-DX SHALL THEREAFTER DELIVER ALL REQUIRED INFORMATION AND DISCLOSURE IN
ADDITION TO THE CERTIFIED FINANCIAL STATEMENTS REFERRED TO ABOVE SO THAT ELGT
WILL CAUSE ITS SECURITIES ATTORNEY, JULIAN JENSEN TO FILE A FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 AND A
REGISTRATION ON FORM SB-2 UNDER THE SECURITIES ACT OF 1933 TO REGISTER A
"SPIN OFF" DISTRIBUTION TO ELGT'S SHAREHOLDERS OF AT LEAST 3,000,000 SHARES
OF 3-DX CLASS "A" COMMON STOCK AND 2,000,000 WARRANTS AT $4.00 PER CLASS "A"
COMMON SHARE (CALLABLE UPON 30 DAYS NOTICE) AT $.05 PER WARRANT UNLESS
EXCERCISED UPON NOTICE.
6. UPON THE RECEIPT BY ELGT OF THE CERTIFIED AUDIT AS SHALL BE REQUIRED BY
THE SEC, ELGT WILL THEREAFTER SUPPLY TO 3-DX.COM AN ADDITIONAL $500,000.00 IN
THE FORM OF A 24 MONTH CONVERTIBLE DEBENTURE BEARING 8% INTEREST AND THE
CONVERSION WILL BE AT $2.00 PER CLASS "A" COMMON SHARE OF 3-DX CLASS "A"
COMMON STOCK AT THE OPTION OF ELGT AND ANNUAL INTEREST PAYABLE MONTHLY AT
$3,333.00 AND SECONDARILY SECURED BY THE SAME COLLATERAL USED FOR THE
PROMISSORY NOTE ISSUED TO NIMSTEC.
7. 3-DX WILL HAVE AUTHORIZED A RESERVE OF AN ADDITIONAL 6,000,000 SHARES OF
3-DX CLASS "A" COMMON STOCK WARRANTS OF WHICH ELGT WILL BE ISSUED 500,000 OF
24 MONTH WARRANTS ALL EXERCISABLE AT ONE DOLLAR ($1.00) PER SHARE. ANY
EMPLOYEE STOCK OPTIONS SHALL FOLLOW SEC AND IRS GUIDELINES.
8. IT IS UNDERSTOOD THAT FROM THE FUTURE EXERCISE OF THE 3-DX REGISTERED
WARRANTS OF AT LEAST 1,000,000 WARRANTS TO BRING IN $4,000,000. (LESS COSTS
AND COMMISSION IF ANY) THE ELGT $500,000.00 CONVERTIBLE DEBENTURE WILL BE
REPAID UNLESS ELGT HAS CONVERTED SUCH DEBENTURE INTO 3DX CLASS "A" STOCK
COMMON
<PAGE>
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 4.
8. (CON'T)
STOCK. THE NIMSTEC $2,000,000 CONVERTIBLE DEBENTURE WILL ALSO BE REPAID (IF
DEBENTURE IS NOT CONVERTED) PARA PERSUE.
9. BASED ON ALL OF THE AGREED UPON ISSUANCE OF 3-DX STATED IN THIS AGREEMENT
THERE WILL BE NO FURTHER DILUTION UNLESS MUTUALLY AGREED TO IN ADVANCE BY
BOTH PARTIES HEREIN. THIS AGREEMENT IS WAIVED IF EITHER THE STOCK IS PUBLICLY
TRADED OR ELGT HAS THE RIGHT TO MAINTAIN ITS POSITION BY THE PURCHASE OF
STOCK AT THE PRICE PAID BY THIRD PARTIES PROVIDED SUCH SALE OF ANY STOCK
SHALL BE NO LESS THAN 80% OF PUBLIC MARKET PRICE IF THE STOCK IS PUBLIC AND
IN ACCORDANCE WITH ALL SEC RULES AND REGULATION. IN THE EVENT THERE SI A
SECONDARY OFFERING OF 3-DX.COM CLASS "A" COMMON STOCK OR A REGISTRATION BY
NIMSTEC OR ITS AFFILATES, THEN ELGT SHALL HAVE THE RIGHT TO "PIGGYBACK" SUCH
REGISTRATION.
10. IT IS AGREED THAT A PORTION OF THE $1,000,000 FINANCING SUPPLIED BY ELGT
SHALL BE USED BY 3-DX TO ACQUIRE A MINORITY OWNERSHIP OF THE CORPORATION TO
BE ESTABLISHED IN FLANDERS BELGIUM SUCH THAT AN EQUAL MINORITY PERCENTAGE OF
3-DX WILL BE ACQUIRED BY THE BELGIUM CORPORATION.
11. REPRESENTATION AND WARRANTIES BY NIMSTEC, 3-DX AND ELGT.
A. NIMSTEC, 3-DX.COM AND ELGT SHALL BE IN GOOD STANDING IN THEIR
RESPECTIVE PLACE OF CORPORATE OPERATIONS.
B. THE FINANCIAL STATEMENTS SUPPLIED BY 3DX AND ELGT TO THE BEST
KNOWLEDGE AND BELIEF OF RESPECTIVE MANAGEMENT ACCURATELY AND FULLY REFLECT
THE FINANCIAL CONDITION OF 3-DX WHICH APPEARS AS EXHIBIT "B" SUPPLIED BY
JONES AND JENSEN (OR OTHER QUALIFIED C.P.A.) AND EXHIBIT "C" THE ANNUAL
REPORT SUPPLIED BY ELGT.
C. THERE EXISTS NO MATERIAL LITIGATION OR CLAIMS AGAINST 3-DX AND
NIMSTEC OR ELGT AND ALL ARE CURRENT ON ALL GOVERNMENT FILINGS, TAXES,
LICENSES EXCEPT (EXCEPT AS REPORTED IN ELGT'S ANNUAL REPORT SUPPLIED AS
EXHIBIT "C".
<PAGE>
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 5.
D. ALL SECURITIES ISSUED HEREIN SHALL BE ISSUED IN COMPLIANCE WITH ALL
U.S. SECURITIES LAWS OR EXEMPTION THEREFROM INCLUDING REQUIRED RESTRICTIVE
LEGENDS ALL AND APPLICABLE SEC REQUIREMENTS.
12. ATTACHED HERETO ARE THE FOLLOWING ADDITIONAL EXHIBITS RELIED UPON BY ELGT
AND SUPPLIED BY 3-DX AGREEMENTS TO DEVELOP 3-DX FILM AND OR SUPPLY 3D CAMERAS
AS EXHIBIT "D".
A. AGREEMENTS RELATING TO WOLF CAMERA, RITZ CAMERA AND ECKERDS REGARDING
3-DX AGREEMENTS TO DEVELOP 3DX FILM AND OR SUPPLY 3D CAMERAS AS EXHIBIT "E".
B. A TRANSLATION OF THE HIGHLIGHTS OF THE BELGIUM ERNEST AND YOUNG
REPORT - EXHIBIT "F".
C. A COPY OF THE HIGHLIGHTS OF THE FLANDERS BELGIUM FINANCING CONTRACT
OF APPROXIMATELY $40 MILLION U.S. EXHIBIT "G".
D. A CONFIDENTIAL COPY OF THE AGREEMENT BY AND BETWEEN 3DX AND TV ON THE
WEB AND ANY OTHER SIGNIFICANT AGREEMENTS WITH THIRD PARTIES (EXHIBIT "H").
E. LICENSE AGREEMENT BETWEEN NIMSTEC AND 3-DX FOR TRADE SECRETS AND
TECHNOLOGY EXHIBIT "I", INCLUDING THE ABSOLUTE RIGHTS FOR 3-DX TO RECEIVE
EXCLUSIVE NORTH AMERICA RIGHTS AND SUPPLY OF LENTICULAR PLASTIC WHICH MAY BE
MANUFACTURED PURSUANT TO THE ESTABLISHMENT OF THE EUROPEAN 3-DX.
13. THIS AGREEMENT SHALL BE APPLIED AND CONSTRUED IN ACCORDANCE WITH AND
UNDER THE JURISDICTION OF THE STATE OF TEXAS.
14. CLOSING: THE INITAL CLOSING DATE OF THE AGREEMENT SHALL BE ON OR BEFORE
JULY 1, 1999 AND FINAL CLOSING REGARDING THE SEC FILING SHALL BE THE
EFFECTIVE DATE AS OUTLINED HEREIN. ANY PRESS RELEASES MOST BE MUTUALLY
APPROVED BY THE PARTIES HERETO.
<PAGE>
PLAN OF REORGANIZATION
JUNE 30, 1999
PAGE 6.
15. NOTICES WHICH MAY OR CAN BE GIVEN UNDER THE TERMS OF THIS AGREEMENT SHALL
BE AS FOLLOWS:
TO ELGT:
13636 NEUTRON ROAD
DALLAS, TEXAS 75244-4410
FAX: 972 991 3265 ATTEN: S. MORT ZIMMER
TO: 3-DX.COM
318 N. CARSON STREET #208
CARSON CITY, NV 89701
PHONE: 770 497 0727 FAX: 770 497 0724
ATTEN: DR. JERRY NIMS
EXECUTED THIS 30TH DAY OF JUNE, 1999.
ELECTRIC & GAS TECHNOLOGY, INC.
/s/ S. MORT ZIMMERMAN, COB
- -------------------------------
S. MORT ZIMMERMAN, COB
3-DX
BY: /s/ DR. JERRY C. NIMS, COB
- -------------------------------
DR. JERRY C. NIMS, COB
<PAGE>
[LETTERHEAD]
ADDENDUM
The Undersigned parties to the attached and incorporated Plan of
Reorganization and Financing Agreement between Electric & Gas Technology, Inc.
(ELGT) and 3-Dx.com now know as i3Dx.com (i3Dx) mutually agree and represent
that i3Dx and Nimstec Ltd. Earlier entered into an amendment to that certain
Asset and License Purchase Agreement between them dated June 30, 1999.
The purpose and intent of the modification to the Asset and License
Purchase Agreement affective June 30, 1999 and dated September 24, 1999 was to
eliminate from the agreement the requirement obligation for i3Dx to pay a
license fee and to enter into a debenture evidencing the obligation to pay such
license fee in the sum of $2,000,000. Accordingly, paragraph 3 of the attached
and incorporated Plan of Reorganization and Financing Agreement is herewith
deemed to be fully eliminated and should not be treated as a part or provision
of the agreement between ELGT and i3Dx as of the date of such agreement on June
30, 1999. All other terms and provisions of the ELGT i3Dx Agreement remain in
full force and affect.
/s/ Paul Peters
- ------------------------------- ----------------------------
S. Mort Zimmerman Paul Peters
President ELGT President i3Dx.com
Date: Date:
-------------------------- -----------------------
<PAGE>
ARTICLES OF INCORPORATION
Article #1: The name of the corporation is:
3-DX.COM
Article #2: The name and address of the Resident Agent is:
PARACORP INCORPORATED
318 N CARSON ST #208
CARSON CITY NV 89701
Article #3: The type of business is to engage in any lawful
activity for which a Corporation may be duly organized
under the General Corporation Law of Nevada.
Article #4: The total authorized capital of the corporation is:
100,000,000 SHARES AT A PAR VALUE OF .01
Article #5: The governing board of the corporation is Four
director(s). The number of Directors may be changed by
the board. The director(s) names and Address(s) are as
follows:
PAUL F. PETERS JERRY C. NIMS
318 N CARSON ST #208 318 N CARSON ST #208
CARSON CITY NV 89701 CARSON CITY NV 89701
JOAN SWIFT JEFFREY PHELAN
318 N CARSON ST #208 318 N CARSON ST #208
CARSON CITY NV 89701 CARSON CITY NV 89701
Article #6: All shares are non-assessable at this time.
Article #7: The liability of the directors of the corporation for
monetary damages shall Be eliminated to the fullest
extent permissible under Nevada Law.
Article #8: The corporation is authorized to indemnify the
directors and officers of the Corporation to the
fullest extent permissible under Nevada Law.
<PAGE>
Article #9: The corporation shall have perpetual existence.
Article #10: The name and address of the incorporator is as follows:
MICHELE CALKINS
C/O PARACORP INCORPORATED
318 N CARSON ST #208
CARSON CITY NV 89701
SIGNATURE: /s/ Michele Calkins
----------------------------------
STATE OF: NEVADA .
--------------------
CITY OF: CARSON CITY .
----------------------
On JUNE 18, 1999 personally appeared before me, a notary public, and I
Acknowledged that MICHELE CALKINS executed the above instrument.
(affix notary stamp) /s/ Yvonne Allen
------------------------
Signature of Notary
[SEAL]
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I, Paracorp Incorporated, hereby accept appointment as Resident Agent for the
above named corporation.
/s/ Michele Calkins for Paracorp Incorporated Date: 6/18/99
- -----------------------------------------------
(Signature of Resident Agent)
<PAGE>
[SEAL]
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that 3-DX.COM did on JUNE 18, 1999, file in this office the
original Articles of Incorporation; that said Articles are now on file and of
record in the office of the Secretary of State of the State of Nevada, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed the Great Seal
of State, at my office, in Carson City,
Nevada, on JUNE 21, 1999.
/s/ Dean Heller
[SEAL]
Secretary of State
By /S/ Marianne Lockyer
Certification Clerk
<PAGE>
TABLE OF CONTENTS
BY-LAWS
ARTICLE ONE - OFFICES
1.1 Registered Office.
1.2 Other Offices.
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
2.1 Place.
2.2 Annual Meetings.
2.3 Special Meetings.
2.4 Notices of Meetings.
2.5 Purpose of Meetings.
2.6 Quorum.
2.7 Voting.
2.8 Share Voting.
2.9 Proxy.
2.10 Written Consent in Lieu of Meeting.
ARTICLE THREE - DIRECTORS
3.1 Powers.
3.2 Number of Directors.
3.3 Vacancies.
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place.
4.2 First Meeting.
4.3 Regular Meetings.
4.4 Special Meetings.
4.5 Notice.
4.6 Waiver.
4.7 Quorum.
4.8 Adjournment.
ARTICLE FIVE - COMMITTEES OF DIRECTORS
5.1 Power to Designate.
5.2 Regular Minutes.
5.3 Written Consent.
ARTICLE SIX - COMPENSATION OF DIRECTORS
6.1 Compensation.
ARTICLE SEVEN - NOTICES
7.1 Notice.
7.2 Consent.
7.3 Waiver of Notice.
<PAGE>
ARTICLE EIGHT - OFFICERS
8.1 Appointment of Officers.
8.2 Time of Appointment.
8.3 Additional Officers.
8.4 Salaries.
8.5 Vacancies.
8.6 Chairman of the Board.
8.7 Vice-Chairman.
8.8 President.
8.9 Vice-President.
8.10 Secretary.
8.11 Assistant Secretaries.
8.12 Treasurer.
8.13 Surety.
8.14 Assistant Treasurer.
ARTICLE NINE - CERTIFICATES OF STOCK
9.1 Share Certificates.
9.2 Transfer Agents.
9.3 Lost or Stolen Certificates.
9.4 Share Transfers.
9.5 Voting Shareholder.
9.6 Shareholders Record.
ARTICLE TEN - GENERAL PROVISIONS
10.1 Dividends.
10.2 Reserves.
10.3 Checks.
10.4 Fiscal Year.
10.5 Corporate Seal.
ARTICLE ELEVEN - INDEMNIFICATION
ARTICLE TWELVE - AMENDMENTS
12.1 By Shareholder.
12.2 By Board of Directors
<PAGE>
BY LAWS
OF
3-Dx.com
A NEVADA CORPORATION
ARTICLE ONE
OFFICES
Section 1.1. REGISTERED OFFICE - The registered office of this
corporation shall be in the County of Carson, State of Nevada.
Section 1.2. OTHER OFFICES - The corporation may also have offices
at such other places both within and without the State of Nevada as the Board
of Directors may from time to time determine or the business of the
corporation may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1. PLACE - All annual meetings of the stockholders shall
be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine.
Special meetings of the stockholders may be held at such time and place
within or without the State of Nevada as shall be stated in the notice of the
meeting, or in a duly executed waiver of notice thereof.
Section 2.2. ANNUAL MEETINGS - Annual meetings of the stockholders,
commencing with the year 2000, shall be held on the 15th day of September
each year if not a legal holiday and, if a legal holiday, then on the next
secular day following, or at such other time as may be set by the Board of
Directors from time to time, at which the stockholders shall elect by vote a
Board of Directors and transact such other business as may properly be
brought before the meeting.
Section 2.3. SPECIAL MEETINGS - Special meetings of the
stockholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the Articles of Incorporation, may be called by the President
or the Secretary by resolution of the Board of Directors or at the request in
writing of stockholders owning a majority in amount of the entire capital
stock of the corporation issued and outstanding and entitled to vote. Such
request shall state the purpose of the proposed meeting.
Section 2.4. NOTICES OF MEETINGS - Notices of meetings shall be in
writing and signed by the President or a Vice-President or the Secretary or
an Assistant Secretary or by such other person or persons as the directors
shall designate. Such notice shall state the purpose or purposes for which
the meeting is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten nor
more than sixty days before such meeting. If mailed, it shall be directed to
a stockholder at his address as it appears upon the records of the
corporation and upon such mailing of any such notice, the service thereof
shall be complete and the time of the notice shall being to run from the date
upon which such notice is deposited in the mail for transmission to such
stockholder. Personal delivery of any such notice to any officer of a
corporation or
<PAGE>
association or to any member of a partnership shall constitute delivery of
such notice to such corporation. association or partnership. In the event of
the transfer of stock after delivery of such 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.
Section 2.5. PURPOSE OF MEETINGS - Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section 2.6. QUORUM - The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
Section 2.7. VOTING - 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 be sufficient to elect
directors or to decide any questions 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.
Section 2.8. SHARE VOTING - Each 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.
Upon the demand of any stockholder, the vote for directors and the vote upon
any question before the meeting shall be by ballot.
Section 2.9. PROXY - At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No proxy or power of attorney to vote shall be used to vote at a
meeting of the stockholders unless it shall have been filed with the
secretary of the meeting when required by the inspectors of election. All
questions regarding the qualification of voters, the validity of proxies and
the acceptance or rejection of votes shall be decided by the inspectors of
election who shall be appointed by the Board of Directors, or if not so
appointed, then by the presiding officer of the meeting.
Section 2.10. WRITTEN CONSENT IN LIEU OF MEETING - Any action which
may be taken by the vote of the stockholders at a meeting may be taken
without a meeting if authorized by the written consent of stockholders
holding at least a majority of the voting power, unless the provisions of the
statutes or of the Articles of Incorporation require a greater proportion of
voting power to authorize such action in which case such greater proportion
of written consents shall be required.
<PAGE>
ARTICLE THREE
DIRECTORS
Section 3.1. POWERS - The business of the corporation shall be
managed by its Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
Section 3.2. NUMBER OF DIRECTORS - The number of directors which
shall constitute the whole board shall be five (5). The number of directors
may from time to time be increased or decreased to not less than one nor more
than fifteen by action of the Board of Directors. The directors shall be
elected at the annual meeting of the stockholders and except as provided in
Section 2 of this Article, each director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
Section 3.3. VACANCIES - Vacancies in the Board of Directors
including those caused by. an increase in the number of directors, may be
filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, and each director so elected shall hold
office until his successor is elected at an annual or a special meeting of
the stockholders. The holders of a two-thirds of the outstanding shares of
stock entitled to vote may at any time peremptorily terminate the term of
office of all or any of the directors by vote at a meeting called for such
purpose or by a written statement filed with the secretary or, in his
absence, with any other officer. Such removal shall be effective immediately,
even if successors are not elected simultaneously and the vacancies on the
Board of Directors resulting therefrom shall be filled only by the
stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any directors, or if
the authorized number of directors be increased, or if the stockholders fail
at any annual or special meeting of stockholders at which any director or
directors are elected to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. If the Board of
Directors accepts the resignation of a director tendered to take effect at a
future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
<PAGE>
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1. PLACE - Regular meetings of the Board of Directors
shall be held at any place within or without the State which has been
designated from time to time by resolution of the Board or by written consent
of all members of the Board. In the absence of such designation regular
meetings shall be held at the registered office of the corporation. Special
meetings of the Board may be held either at a place so designated or at the
registered office.
Section 4.2. FIRST MEETING - The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the
meeting, provided a quorum be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified in
a notice given as hereinafter provided for special meetings of the Board of
Directors.
Section 4.3. REGULAR MEETINGS - Regular meetings of the Board of
Directors may be held without call or notice at such time and at such place
as shall from time to time be fixed and determined by the Board of Directors.
Section 4.4. SPECIAL MEETINGS - Special Meetings of the Board of
Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records or is not readily ascertainable, at
the place in which the meetings of the directors are regularly held. In case
such notice is mailed or telegraphed, it shall be deposited in the United
States mail or delivered to the telegraph company at lease forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice is
delivered as above provided, it shall be so delivered at lease twenty-four
(24) hours prior to the time of the holding of the meeting. Such mailing,
telegraphing or delivery as above provided shall be due, legal and personal
notice to such director.
Section 4.5. NOTICE - Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section 4.6. WAIVER - 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, or a consent to
holding such meeting, or an approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
Section 4.7. QUORUM - A majority of the authorized number of
directors shall be necessary to 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, unless a greater number be required by law or by the Articles
<PAGE>
of Incorporation. Any action of a majority, although not at a regularly
called meeting. and the record thereof, if assented to in writing by all of
the other members of the Board shall be as valid and effective in all
respects as if passed by the Board in regular meeting.
Section 4.8. ADJOURNMENT - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5.1. POWER TO DESIGNATE - The Board of Directors may, by
resolution adopted by a majority of the whole Board, designate one or more
committees of the Board of Directors, each committee to consist of one or
more of the directors of the corporation which, to the extent provided in the
resolution, shall have and may exercise the power of the Board of Directors
in the management of the business and affairs of the corporation and may have
power to authorize the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such name or
names as may be determined from time to time by the Board of Directors. The
members of any such committee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum, unanimously appoint
another member of the Board of Directors to act at the meeting in the place
of any absent or disqualified member. At meetings of such committees, a
majority of the members or alternate members shall constitute a quorum for
the transaction of business, and the act of a majority of the members or
alternate members at any meeting at which there is a quorum shall be the act
of the committee.
Section 5.2. REGULAR MINUTES - The committees shall keep regular
minutes of their proceedings and report the same to the Board of Directors.
Section 5.3. WRITTEN CONSENT - Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board or committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1. COMPENSATION - The directors may be paid their expenses
of attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings.
<PAGE>
ARTICLE SEVEN
NOTICES
Section 7.1. NOTICE - Notices to directors and stockholders shall be
in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the corporation.
Notice by mail shall be deemed to be given at the time when the same shall be
mailed. Notice to directors may also be given by telegram.
Section 7.2. CONSENT - Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing
on the records of the meeting or filed with the secretary, or by presence at
such meeting and oral consent entered on the minutes, or by taking part in
the deliberations at such meeting without objection, the doings of such
meetings shall be as valid as if had at a meeting regularly called and
noticed, and at such meeting any business may be transacted which is not
excepted from the written consent or to the consideration of which no
objection for want of notice is made at the time, and if any meeting be
irregular for want of notice or of such consent, provided a quorum was
present at such meeting, the proceedings of said meeting may be ratified and
approved and rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all parties having the right to vote at such
meeting; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 7.3. WAIVER OF NOTICE - Whenever any notice whatever is
required to be given under the provisions of the statutes, of the Articles of
incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1. APPOINTMENT OF OFFICERS - The officers of the
corporation shall be chosen by the Board of Directors and shall be a
President, a Secretary and a Treasurer. Any person may hold two or more
offices.
Section 8.2. TIME OF APPOINTMENT - The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose a
Chairman of the Board who shall be a director, and shall choose a President,
a Secretary and a Treasurer, none of whom need be directors.
Section 8.3. ADDITIONAL OFFICERS - The Board of Directors may
appoint a Vice-Chairman of the Board, Vice-Presidents and one or more
Assistant Secretaries and Assistant Treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board of Directors.
Section 8.4. SALARIES - The salaries and compensation of all
officers of the corporation shall be fixed by the Board of Directors.
Section 8.5. VACANCIES - The officers of the corporation shall hold
office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of
<PAGE>
Directors may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 8.6. CHAIRMAN OF THE BOARD - The CHAIRMAN OF THE BOARD shall
be the Chief Executive Officer and shall preside at meetings of the
stockholders and the Board of Directors, and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
Section 8.7. VICE-CHAIRMAN - the VICE-CHAIRMAN shall act under the
direction of the Chairman and shall, in the absence or disability of the
Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties as the Board of
Directors may from time to time prescribe.
Section 8.8. PRESIDENT - The PRESIDENT shall act under the direction
of the Chairman. He shall execute on behalf of the corporation all
instruments requiring such execution except to the extent the signing and
execution thereof shall be expressly designated by the Board of Directors to
some other officer of agent of the corporation.
Section 8.9. VICE-PRESIDENT - The VICE-PRESIDENT shall act under the
direction of the Chairman and shall in the absence or disability of the
President shall perform the duties and exercise the powers of the President.
They shall perform such other duties and have such other powers as Chairman
or the Board of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice-Presidents or may
otherwise specify the order of seniority of the Vice-Presidents. The duties
and powers of the President shall descend to the Vice-Presidents in such
specified order of seniority.
Section 8.10. SECRETARY - The SECRETARY shall act under the
direction of the Chairman. Subject to the direction of the President he shall
attend all meetings of the Board of Directors and all meetings of the
stockholders and record the proceedings. He shall perform like duties for the
standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board
of Directors, and shall perform such other duties as may be prescribed by the
Chairman of the Board of Directors.
Section 8.11. ASSISTANT SECRETARY - The ASSISTANT SECRETARY shall
act under the direction of the Chairman. In order of their seniority, unless
otherwise determined by the Chairman or the Board of Directors, they shall,
in the absence or disability of the Secretary, perform the duties and have
such powers as the Chairman of the Board of Directors may from time to time
prescribe.
Section 8.12. TREASURER - The TREASURER shall act under the
direction of the Chairman. Subject to the direction of the Chairman he shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the corporation in 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 Chairman or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
Chairman and the Board of Directors, at its regular meetings, or when the
Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
<PAGE>
Section 8.13. SURETY - If required by the Board of Directors, he
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.
Section 8.14. ASSISTANT TREASURER - The ASSISTANT TREASURER in the
order of their seniority, unless otherwise determined by the Chairman of the
Board of Directors, shall, in the absence or disability of the Treasurer,
perform the duties and exercise the powers of the Treasurer. They shall
perform such other duties and have such other powers as the Chairman or the
Board of Directors may from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1. SHARE CERTIFICATES - Every stockholder shall be
entitled to have a certificate signed by the Chairman and the President or a
Vice-President or Treasurer or Assistant Treasurer or the Secretary or an
Assistant Secretary of the corporation, certifying the number of shares owned
by him in the corporation. If the corporation shall be authorized to issue
more than one class of stock or more that one series of any class, the
designations, preferences and relative, participating, optional or other
special rights of the various classes of stock or series thereof and the
qualifications, limitations or restrictions of such rights, shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such stock.
Section 9.2. TRANSFER AGENTS - It a certificate is signed (a) by a
transfer agent other than the corporation or its employees or (b) by a
registrar other than the corporation or its employees, the signatures of the
officers of the corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
cease to be such officer before such certificate is issued, such certificate
may be issued with the same effect as though the person had not ceased to be
such officer. The seal of the corporation, or a facsimile thereof, may, but
need not be, affixed to certificates of stock.
Section 9.3. LOST OR STOLEN CERTIFICATES - The Board of Directors
may direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit to the fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the Board of Directors may,
in its discretion and as a condition precedent to the issuance thereof,
require the owner of such lost or destroyed certificate of certificates, or
his legal representative, to advertise the same in such manner as is shall
require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 9.4. SHARE TRANSFERS - Upon surrender to the corporation or
the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession , assignment or
authority to transfer, it shall be the duty of the corporation, if it is
satisfied that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been complied
with, to issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books.
<PAGE>
Section 9.5. VOTING SHAREHOLDER - The Board of Directors may fix in
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of stockholders
for any purpose, as a record date for the determination of the stockholders
entitled to notice of and to vote at any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to give such
consent, and in such case, such stockholders, and only such stockholders as
shall be stockholder of record on the date so fixed, shall be entitled to
notice of and to vote at such meeting, or any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or
to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation
after any such record date fixed as aforesaid.
Section 9.6. SHAREHOLDERS RECORD - The corporation shall be entitled
to recognize the person registered on its books as the owner of shares to be
the exclusive owner for all purposes including voting and dividends, and the
corporation 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 other wise
provided by the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1. 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.
Section 10.2. RESERVES - 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 reserve in the manner in which it was created.
Section 10.3. CHECKS - All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time designate.
Section 10.4. FISCAL YEAR - The fiscal year of the corporation
shall be fixed by resolution of the Board of Directors.
Section 10.5. CORPORATE SEAL - The Corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words "Corporate Seals" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
<PAGE>
ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil.
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer
of the corporation. or is or was serving at the request of the corporation or
for its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise,
shall be indemnified and held harmless to the: fullest extent legally
permissible under the General Corporation Law of the State of Nevada from
time to time against all expenses, liability and loss (including attorneys=
fees, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. 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.
Such right of indemnification shall be a contract right which may be enforced
in any manner desired by such person. Such right of indemnification shall not
be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective
rights of indemnification under any bylaw, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The Board of Directors may from time to time adopt further Bylaws
with respect to indemnification and may amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the General
Corporation Law of the State of Nevada.
<PAGE>
ARTICLE TWELVE
AMENDMENTS
Section 12.1. BY SHAREHOLDER - The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote at
any annual or special meeting of the stockholders, provided notice of
intention to amend shall have been contained in the notice of the meeting.
Section 12.2. BY BOARD OF DIRECTORS - The Board of Directors by a
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from
time to time specify particular provisions of the Bylaws which shall not be
amended by the Board of Directors.
APPROVED AND ADOPTED this 25th day of June, 1999.
/s/ Jerry C. Nims
------------------------
Secretary
<PAGE>
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of 3-Dx.com and that the
foregoing Bylaws, consisting of 12 pages, constitute the code of Bylaws of
3-Dx.com, as duly adopted at a regular meeting of the Board of Directors of
the corporation held June 25, 1999 .
IN WITNESS WHEREOF, I have hereunto subscribed my name this 25th day
of June, 1999.
/s/ Jerry C. Nims
------------------------
Secretary
<PAGE>
CONVERTIBLE DEBENTURE
THIS CONVERTIBLE DEBENTURE is made on the 22nd day of October, 1999 BY AND
BETWEEN:
I3DX.COM a company organized and existing under the laws of the State of
Nevada (the "Company") and ELECTRIC LIGHT & GAS TECHNOLOGY, INC., a company
incorporated and existing under the laws of the State of Texas, (the
"Holder").
NOW THIS CONVERTIBLE DEBENTURE WITNESSES and IT IS AGREED as follows:
1. INTERPRETATION
1.01 In this Debenture, the following terms shall have the following
meanings:
"OBLIGATION" means all obligations and liabilities, actual
or contingent, now or hereafter due, owing or incurred to the Holder
by the Company in whatever currency denominated, whether on any
banking or other account or otherwise in any manner whatsoever
(whether alone or jointly and in whatever style, name or form and
whether as principal or surety) including all liabilities in
connection with foreign exchange transactions, accepting, endorsing
or discounting any notes or bills, or under bonds, guarantees,
indemnities, documentary or other credits or any other instruments
from time to time entered into by the Holder for or at the request of
the Company, together with interest to date of payment at such rates
and upon such terms as may from time to time be agreed;
"PRINCIPAL" shall mean the amount of FIVE HUNDRED DOLLARS
($500,000.00) of the currency of the United States of America;
"TERM" shall mean the time period of TWO (2) years commencing
on the date first above written.
1.02 Except where otherwise stated, any reference in this Debenture to any
Act of the Legislature or any Section of, Schedule to or other
provision of an Act of the Legislature shall be construed, at any
particular time, as including references to any modification,
extension or re-enactment thereof then in force and instruments,
orders and regulations in force and made under or deriving validity
from such Act.
1.03 Headings shall be ignored in construing this Debenture.
1.04 This Debenture shall be governed by, and construed in accordance with,
the laws of the State of Nevada.
<PAGE>
2. COVENANT TO PAY
2.01 The Company hereby covenants that it will discharge each Obligation
when due in accordance with its terms or, in the case of an Obligation
the terms of which do not provide a time for payment, immediately on
demand by the Holder.
3. INTEREST
3.01 The Company shall pay interest to date of repayment in full of the
Principal (as well after as before any demand or judgment or the
liquidation of the Company) at the rate of eight percent (8%) per
annum, monthly in arrears until maturity, and such interest shall be
compounded in the event of it not being punctually paid with quarterly
rests in accordance with the usual practice of the Holder but without
prejudice to the right of the Holder to require payment of such
interest when due.
4. CONVERTIBILITY
4.01 At the sole option of the Holder and upon 30 days written notice from
the Holder to the Company, the Holder shall have the right, at any
time during the Term of the Debenture, to convert up to one hundred
percent (100%) of the Principal outstanding into Class A common stock
of the Company at the conversion price of two dollars ($2.00) per
share at any time prior to maturity.
2 of 5
<PAGE>
5. COVENANTS
5.01 The Company hereby covenants with the Holder that during the
continuance of this security the Company will and shall procure that
each of its Subsidiaries will at all times:
(a) conduct and carry on its business in a proper and efficient
manner and not make any substantial alteration in the nature of or
mode of conduct of that business and keep or cause to be kept proper
books of account and records relating to such business;
(b) observe and perform all covenants and stipulations from time to
time affecting its freehold or leasehold property or the mode of user
or enjoyment of the same and not, without the prior consent in writing
of the Holder, enter into any onerous or restrictive obligations
affecting any such property or do or suffer to be done on any such
property anything which is 'development' as defined in the Development
and Planning Act, 1974 as from time to time amended nor do or suffer
or omit to be done any act, matter or thing whereby any provision of
any Act of the legislature, order or regulation from time to time in
force affecting any such property is infringed;
(c) observe and perform all covenants and stipulations from
time to time affecting its patents, patent applications, trade marks,
trade names, registered designs and copyrights and all other
industrial or intangible property or any license or ancillary or
connected rights from time to time relating to industrial or
intangible property and preserve, maintain and renew when necessary
or desirable all such licenses and rights;
6. MISCELLANEOUS
6.01 No failure or delay by the Holder in exercising any right or
remedy shall operate as a waiver thereof nor shall any single
or any partial exercise or waiver of any right or remedy
preclude its further exercise or the exercise of any other
right or remedy.
3 of 5
<PAGE>
6.02 Each of the provisions of this Debenture is severable and
distinct from the others and if at any time one or more of
such provisions is or becomes invalid, illegal or
unenforceable, the validity, legality and enforceability of
the remaining provisions hereof shall not in any way be
affected or impaired thereby.
6.03 The Company hereby certifies that neither the execution of
this Debenture nor the creation of the charges herein
contained contravenes any of the provisions of the Memorandum
of Association or By-laws or other constitutional documents
of the Company.
6.04 Any notice or demand for payment by the Holder hereunder shall
without prejudice to any other effective mode of making the
same be deemed to have been properly served on the Company if
served on any one of the directors or on the secretary of the
Company or delivered or sent by letter, post, telex, fax or
cable to the Company at its registered office or at any of its
principal places of business. Any such notice or demand sent
by letter post shall if posted before the last scheduled
collection of letters from the place of posting on any day be
deemed to have been served on the addressee at 10 a.m. on the
next succeeding business day following the day of posting
notwithstanding that it be undelivered or returned undelivered
and in proving such service it shall be sufficient to prove
that the notice or demand was properly addressed and posted.
Any notice or demand sent by telex fax or cable on a business
day shall be deemed to have been served at that time of
dispatch. Any such notice or demand or any certificates as to
the amount at any time secured hereby shall be conclusive and
binding upon the Company if signed by an officer of the
Holder.
6.05 In this Debenture the headings to clauses are for convenience
only and have no legal effect and references to clauses and
schedules are to clauses and schedules of this Debenture
unless otherwise stated.
6.06 In this Debenture the expression "the Company" where the
context admits includes its permitted successors and assigns
whether immediate or derivative and the expression "the
Holder" includes its successors and assigns whether immediate
or derivative.
4 of 5
<PAGE>
IN WITNESS whereof this Debenture has been entered into the day and year first
above written.
I3DX.COM ELECTRIC LIGHT & GAS
TECHNOLOGY, INC.
by: /s/ Paul F. Peters by: /s/ S. Mort Zimmerman
------------------------------- -------------------------------
President President
<PAGE>
LAW OFFICES
JENSEN, DUFFIN, CARMAN, DIBB & JACKSON
INDEPENDENT PROFESSIONAL CORPORATIONS - NOT A PARTNERSHIP
311 SOUTH STATE STREET
SUITE 380
SALT LAKE CITY, UT 84111
November 3, 1999
Board of Directors, i3Dx.com
4850 River Green Parkway
Duluth, Georgia 30096
RE: Opinion Letter as to corporate status and filing: i3Dx.com
Dear Sirs:
This letter will affirm that our office represents i3Dx.com as
special securities counsel related to certain filings with the Securities &
Exchange Commissions (SEC) and related state securities regulatory agencies.
In this capacity, we affirm that it is our opinion that i3Dx.com is a Nevada
Corporation in good standing and that the Board of Directors has full and
complete legal authority, as previously indicated to our office, to prepare
and file a Form 10-SB Registration Statement and the contemplated SB-2
Registration Statement. It is our further understanding that these filings
are being made pursuant to a Reorganization Agreement with a public reporting
company known as Electric Gas & Technology, Inc. (ELGT). We are further of
the opinion that this letter constitutes a sufficient attorney's opinion
letter for such filing purposes. Should you need any further information or
opinion from our office related to these matters, please contact the
undersigned at your convenience.
This letter will be filed as an Exhibit to your From 10-SB filing.
Sincerely,
/s/ Julian D. Jensen
Julian D. Jensen
Attorney at Law
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM JUNE 30,
1999 AND JULY 31, 1999 AUDITED BALANCE SHEET, STATEMENT OF INCOME, AND EXHIBIT
"11" STATEMENT OF COMPUTATION OF PER SHARE EARNINGS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> OTHER 1-MO
<FISCAL-YEAR-END> JUN-30-1999 JUL-30-1999
<PERIOD-START> JUN-18-1999 JUN-30-1999
<PERIOD-END> JUN-30-1999 JUL-31-1999
<CASH> 0 435,484
<SECURITIES> 0 0
<RECEIVABLES> 0 27,841
<ALLOWANCES> 0 0
<INVENTORY> 0 4,658
<CURRENT-ASSETS> 0 467,988
<PP&E> 3,166,700 3,178,781
<DEPRECIATION> 0 (26,389)
<TOTAL-ASSETS> 3,166,700 3,620,380
<CURRENT-LIABILITIES> 0 20,661
<BONDS> 0 0
0 0
0 0
<COMMON> 3,166,700 3,599,719
<OTHER-SE> 0 20,661
<TOTAL-LIABILITY-AND-EQUITY> 3,166,700 3,620,380
<SALES> 0 31,641
<TOTAL-REVENUES> 0 32,092
<CGS> 0 7,887
<TOTAL-COSTS> 0 7,887
<OTHER-EXPENSES> 0 91,186
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 0 (66,981)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 0 (66,981)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
