Form SB-2 for MORGAN CLARK MANAGEMENT INC filed on October ____,
2000.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MORGAN CLARK MANAGEMENT, INC.
(Name of Small Business Issuer in its charter)
UTAH 87-0633496
(State or Jurisdiction of IRS Employer ID Number
Incorporation or Organization)
(Primary Standard Industrial Classification Code Number)
3700 Susan St., Ste. 200 (949) 770-2578
Santa Ana, California 92704 Fax (603) 375-6582
---------------------------------------------------------------
(Address and telephone number of Registrant's principal executive
offices and principal place of business)
Vincent van den Brink,
3700 Susan St., Ste. 200, Santa Ana, California 92704
(949) 770-2578; Fax (603) 375-6582
------------------------------------------------------
(Name, address, and telephone number of agent for service)
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration
statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: / /
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
___________________________________________________________________________________________
___________________________________________________________________________________________
<F>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION FEE
___________________________________________________________________________________________
Common Stock, .001 par $25,000 $ .50 $ 25,000 $ 6.60
_____________________________________________________________________________________________
Total $25,000 $ .50 $ 25,000 $ 6.60
DATED: OCTOBER ____, 2000
</TABLE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED
PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
MORGAN CLARK MANAGEMENT, INC.
50,000 SHARES OF COMMON STOCK
Up to 50,000 of the shares of Common Stock offered hereby (the
"Offering") are being sold by MORGAN CLARK MANAGEMENT, INC.
("Morgan Clark"). There is no minimum contingency and no escrow
or impound, and the proceeds may be utilized by Morgan Clark in
its discretion. Morgan Clark's Common Stock is not currently
listed or quoted on any quotation medium. There can be no
assurance that Morgan Clark's common stock will ever be quoted on
any quotation medium or that any market for Morgan Clark's stock
will ever develop.
THE COMMON STOCK OFFERED HEREBY IS SPECULATIVE AND INVOLVES A
HIGH DEGREE OF RISK AND SUBSTANTIAL DILUTION. SEE "RISK FACTORS"
AND "DILUTION."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
_______________________________________________________________
Per Share $ .50 $0 $ .50
Total $25,000 $0 $25,000
(1) Before deducting expenses payable by Morgan Clark, estimated
at approximately $15,500. This offering is self-underwritten, so
Morgan Clark is not obligated to pay commissions or fees on the
sales of any of the shares. This offering is for up to 50,000
common shares. There is no minimum contingency, and the proceeds
may be used in Morgan Clark's discretion.
(2) The shares of Common Stock are being offered by Morgan Clark
through its officers and directors, subject to prior sale, when,
as, and if delivered to and accepted by Morgan Clark and subject
to the approval of certain legal matters by counsel and certain
other conditions. Morgan Clark reserves the right to withdraw,
cancel or modify the Offering and to reject any order in whole or
in part.
September 28, 2000
TABLE OF CONTENTS
PAGE
----
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Morgan Clark is a development stage
company with no operating history.......... 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
Morgan Clark was organized on June 3, 1999, and is in the process
of commencing operations, but has not generated any revenue and
is still a development stage corporation. Morgan Clark is in the
business of providing equipment leasing, factoring, and asset
based financing to small to medium size companies through its e-
commerce web site on the Internet. There can be no assurance that
Morgan Clark's common stock will ever develop a market.
THE OFFERING
Common Stock Offered......................... Up to 50,000 shares
Common Stock Outstanding after the
Offering................................... 1,050,000 shares(1)
Use of Proceeds.............................. Working capital
Symbol....................................... None
Risk Factors.............................The shares of Common
Stock offered hereby
involve a high degree of
risk and immediate
substantial dilution
See"Risk Factors" and
"Dilution"
Term of offering..........................180 days, which may
be extended an
additional 180 days
at the discretion of
the Board of Directors
_______________________________
(1) Figures are based on the current outstanding shares of
1,000,000
SUMMARY FINANCIAL DATA
The following summary financial data should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the Financial
Statements, including Notes, included elsewhere in this
Prospectus. The statement of operations data for the period
inception to June 30, 2000 and the balance sheet data at June
30, 2000 come from Morgan Clark's audited Financial Statements
included elsewhere in this Prospectus. The statement of
operations data for the period inception to June 30, 2000 come
from Morgan Clark's audited financial statements for those years,
which are included in this Prospectus. These statements include
all adjustments that Morgan Clark considers necessary for a fair
presentation of the financial position and results of operations
at that date and for such periods. The operating results for the
period ended 2000 do not necessarily indicate the results to be
expected for the full year or for any future period.
BALANCE SHEET DATA:
June 30, 2000
-------------
ASSETS
CURRENT ASSETS:
Cash $ 0
Accounts Receivable $ 0
TOTAL CURRENT ASSETS $ 0
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable
Notes Payable
$2,974
TOTAL CURRENT LIABILITIES $ 2,974
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 50,000,000 shares
issued and outstanding at
June 30, 2000, 1,000,000 shares $ 1,000
Stock Subscription Receivable $ (900)
Additional paid in Capital $
Deficit Accumulated During
Development Stage $ (3,074)
TOTAL STOCKHOLDERS' EQUITY $ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
STATEMENT OF OPERATIONS DATA:
June 30, 2000 From Inception June 3, 1999
To June 30, 2000
------------- ---------------------------
$0 $ 0
$0 $ 0
$2,874 $ 3,074
$0
$2,874 $ 3,074
$(2,874) $ (3,074)
RISK FACTORS
PROSPECTIVE INVESTORS IN THE SHARES OFFERED SHOULD CAREFULLY
CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER
INFORMATION APPEARING IN THIS PROSPECTUS.
Morgan Clark is a development stage company with no operating
history.
This makes it difficult to evaluate its future performance and
prospects. Morgan Clark's prospects must be considered in light
of the risks, expenses, delays and difficulties frequently
encountered in establishing a new business in an emerging and
evolving industry characterized by intense competition. Since
inception, Morgan Clark has incurred losses.
Terms of offering-no minimum contingency.
There is no minimum contingency or escrow of any funds received
by Morgan Clark in this offering, and any funds received may be
utilized by Morgan Clark for any corporate purpose as the funds
are received. There will be no escrow of any of the proceeds of
this offering.
Related party transactions and possible conflicts of interest.
Morgan Clark has engaged in transactions with certain of its
officers, directors and principal stockholders. The terms of such
transactions were determined without arms' length negotiations
and could create, or appear to create, potential conflicts of
interest which may not necessarily be resolved in Morgan Clark's
favor. See "Certain Transactions."
Dilution.
The public offering price is substantially higher than the net
tangible book value per share of the currently outstanding Common
Stock. Investors purchasing shares of Common Stock in the
Offering will therefore experience immediate dilution in net
tangible book value, assuming a $0.50 per share offering price.
See "Dilution."
USE OF PROCEEDS
The net proceeds to Morgan Clark from the sale of the shares of
Common Stock offered hereby are estimated to be approximately
$25,000. Morgan Clark intends to use these proceeds for web site
promotion, working capital and general corporate purposes, as
follows:
Use Amount
Offering expenses $15,500
Web site promotion 3,500
Management salaries 0
Employee salaries 4,500
Working capital 1,500
Total: $25,000
The following table shows the Company's use of proceeds if 10,
25%, 50% and/or 75%, of the shares are sold. Further, there can
be no assurance that any shares will be sold in this offering.
10% 25% 50% 75%
----------------------------
Offering expenses $1,550 $3,875 $7,750 $11,625
Web site promotion 350 875 1,750 2,625
Management salaries 0 0 0 0
Employee salaries 450 1,125 2,250 3,375
Working capital 500 1,250 2,500 3,750
Totals: $2,500 $6,250 12,500 $18,750
The allocation of the net proceeds of the Offering set forth
above represents Morgan Clark's best estimates based upon its
current plans and certain assumptions regarding industry and
general economic conditions and Morgan Clark's future revenues
and expenditures. If any of these factors change, Morgan Clark
may find it necessary or advisable to reallocate some of the
proceeds within the above-described categories.
Proceeds not immediately required for the purposes described
above will be invested temporarily, pending their application as
described above, in short-term United States government
securities, short-term bank certificates of deposit, money market
funds or other investment grade, short-term, interest-bearing
instruments.
DIVIDEND POLICY
Morgan Clark has never declared or paid cash dividends on its
capital stock. Morgan Clark currently intends to retain earnings,
if any, to finance the growth and development of its business and
does not anticipate paying any cash dividends in the foreseeable
future.
PRICE RANGE OF SECURITIES
Morgan Clark's common stock is not listed or quoted at the
present time, and there is no present public market for Morgan
Clark's common stock. Morgan Clark has obtained a market maker
who has agreed to file an application for Morgan Clark's
securities to be quoted on the National Quotation Bureau's "pink
sheets," and who intends to file a form 211 with the National
Association of Securities Dealers to quote Morgan Clark's
securities on the NASD OTC Bulletin Board (Bulletin Board), upon
the effectiveness of this Registration Statement, but the
obtaining of a quotation is subject to NASD approval, and there
can be no assurance that Morgan Clark's stock will be quoted on
the Bulletin Board. Thus, there can be no assurance that the
NASD will accept Morgan Clark's market maker's application on
Form 211. Therefore, there can be no assurance that a public
market for Morgan Clark's common stock will ever develop.
CAPITALIZATION
The following table sets forth the short-term debt and
capitalization of Morgan Clark as of June 30, 2000. The table
should be read in conjunction with the Financial Statements,
including the Notes thereto, appearing elsewhere in this
Prospectus.
BALANCE SHEET DATA:
June 30, 2000
ASSETS -------------
CURRENT ASSETS:
Cash $ 0
Accounts Receivable $ 0
TOTAL CURRENT ASSETS $ 0
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable
Notes Payable 2,974
TOTAL CURRENT LIABILITIES $ 2,974
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value
authorized 100,000,000 shares
issued and outstanding at
June 30, 2000, 1,000,000 shares $ 1,000
Stock Subscription Receivable $ (900)
Additional paid in Capital $
Deficit Accumulated During Development Stage $ (3,074)
TOTAL STOCKHOLDERS' EQUITY $ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
DILUTION
As of June 30, 2000, Morgan Clark's net tangible book value was
$0, or $0 per share of common stock. Net tangible book value is
the aggregate amount of Morgan Clark's tangible assets less its
total liabilities. Net tangible book value per share represents
Morgan Clark's total tangible assets less its total liabilities,
divided by the number of shares of common stock outstanding.
After giving effect to the sale of 50,000 shares at an offering
price of $0.50 per share of Common Stock, application of the
estimated net sale proceeds (after deducting offering expenses of
$15,500), Morgan Clark's net tangible book value as of the
closing of this offering would increase from $0 to $.009 per
share. This represents an immediate increase in the net tangible
book value of $.009 per share to current shareholders, and
immediate dilution of $.491per share to new investors, as
illustrated in the following table:
Public offering price per
share of common stock $ 0.50
Net tangible book value per share before
offering................................ $ 0
Increase per share attributable to new
investors............................... $ 0.009
Net tangible book value per share after
offering................................ $ 0.009
Dilution per share to new
investors............................... $ 0.491
Percentage dilution..................... 98.2%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
Morgan Clark's Financial Statements, including the Notes thereto,
appearing elsewhere in this Prospectus.
COMPANY OVERVIEW
Morgan Clark was organized on June 3, 1999, and is in the process
of commencing operations, but has not generated any revenue and
is still a development stage corporation. Morgan Clark is in the
business of providing equipment leasing, factoring, and asset
based financing to small to medium size companies through its e-
commerce web site on the Internet. There can be no assurance that
Morgan Clark's common stock will ever develop a market.
PLAN OF OPERATIONS - IN GENERAL
Morgan Clark's plan of operations is to develop an ongoing source
of referral business clients seeking financing. At the same time
the Company will be seeking additional sources of funding in the
areas of equipment leasing, factoring and asset based lending. To
do this, Morgan Clark will seek to establish an aggressive
marketing plan both on the Internet and conventionally.
During the next twelve months, Morgan Clark plans to satisfy its
cash requirements by additional equity financing. This will be in
the form of private placements of restricted common stock. There
can be no assurance that Morgan Clark will be successful in
raising additional equity financing, and, thus, be able to
satisfy its cash requirements, which primarily consist of legal
and accounting fees at the present time. Morgan Clark presently
has no cash with which to satisfy any future cash requirements.
Morgan Clark will need a minimum of $10,000 to satisfy its
cash requirements for the next 12 months. Morgan Clark will not
be able to operate if it does not obtain equity financing. Morgan
Clark has no current material commitments. Morgan Clark depends
upon capital to be derived from future financing activities such
as subsequent offerings of its stock. There can be no assurance
that Morgan Clark will be successful in raising the capital it
requires. Management believes that, if this offering
and the subsequent private placements are successful, Morgan
Clark will be able to generate revenue from on line and off line
sales leads and achieve liquidity within the next twelve months.
Morgan Clark does not anticipate any further research and
development of any products, nor does it expect to incur any
research and development costs. Morgan Clark does not expect the
purchase or sale of plant or any significant equipment, and it
does not anticipate any change in the number of its employees.
Morgan Clark has no current material commitments. Morgan Clark
has generated no revenue since its inception.
Morgan Clark has recently commenced operations. Its Internet web
site is open for business with full e-commerce capability and it
will established itself on over 1500 Internet search engines and
Internet links, including,
but not limited to Yahoo, Altavista, Dogpile, Lycos, and Dogpile.
During the next twelve months, Morgan Clark plans to hire a small
sales force of commission salesmen to supplement it Internet
sales.
Morgan Clark has no current plans, preliminary or otherwise, to
merge with any other entity.
Morgan Clark is still considered to be a development stage
company, with no significant revenue, and is dependent upon the
raising of capital through placement of its common stock. There
can be no assurance that Morgan Clark
will be successful in raising the capital it requires through the
sale of its common stock.
BUSINESS
Morgan Clark is in the business of providing equipment leasing,
factoring, and asset based financing to small to medium size
companies through its e-commerce web site on the Internet. Morgan
Clark plans to develop an ongoing source of referral business
clients seeking financing. At the same time the Company will be
seeking additional sources of funding in the areas of equipment
leasing, factoring and asset based lending.
To do this, Morgan Clark will seek to establish an aggressive
marketing plan both on the Internet and conventionally. Morgan
Clark acts as a broker between the client business borrower and
the ultimate lender. We determine the financial needs of the
business, its ability to repay the funds, what type of loan or
financing is appropriate for the client, and contact and
negotiate with the lender. Morgan Clark is paid an agreed upon
percentage of the fees and/or percentage points charged to the
client and collected by the lender. The Company is in the process
of developing broker agreements with various lenders who have
different criteria for their lending in order to cover more of
the various needs of the small to medium sized business
borrowers.
Government approval is not necessary for Morgan Clark's business,
and government regulations have no or only a negligible effect on
its business.
Morgan Clark has not booked any significant research and
development costs and therefore does not expect to pass any of
those costs to customers. And has no product development or
research and development costs.
Morgan Clark's mailing address is 3700 Susan St., Ste. 200, Santa
Ana, California 92704. The telephone number of its principal
executive office is (949) 770-2578.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements.
Morgan Clark's expectation of results and other forward-looking
statements contained in this registration statement involve a
number of risks and uncertainties. Among the factors that could
cause actual results to differ materially from those expected are
the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing
efforts; and the pace and success of product research and
development. These and other factors may cause expectations to
differ.
THE INDUSTRY
Small and medium sized companies find equipment leasing an
efficient way to do business. Leasing offers the opportunity to
secure the necessary tools for the day-to-day work and allows
capital to be put to work in other areas. From bulldozers to
telephones, virtually any type of equipment can be leased, and
most any company can qualify. Leasing can conserve cash, improve
asset management, minimize tax obligations, simplify budgeting,
and protect against equipment obsolescence. Equally important,
leasing is convenient and quick. The length of a lease depends
mostly on the client's requirements. The term of a lease usually
ranges from 3 to 5 years, although longer or shorter leases are
available and can vary from as little as $2,000 to more than
$1,000,000. Morgan Clark maintains relationships with numerous
funding sources to assist customers in obtaining the best quote
for larger transactions. At the end of the lease period, the
customer has a number of options: return the equipment, renew the
lease on a year-to-year basis at reduced cost, apply the
equipment's trade-in value to a new lease, or arrange to purchase
the equipment.
The Internet industry is a young industry, but one of the fastest
growing industries in the country. Management believes that with
the proper marketing campaign, Morgan Clark's e-commerce site can
develop into a popular site on the Internet for various business
financing information and loan applications. Morgan Clark will be
able to consult with the clients and determine their individual
business financing requirements.
MARKETING
Morgan Clark has developed an Internet web site with full e-
commerce capabilities, which offers Morgan Clark's financial
products to the Internet consumer. In addition, Morgan Clark will
promote its web site and its products by conventional advertising
and marketing. After this offering, Morgan Clark plans to hire a
sales force who will be paid on a commission basis for all sales.
To help achieve its sales goals, Morgan Clark plans to implement
an aggressive online marketing campaign. The objective will be to
name awareness for Morgan Clark in the online community and to
continually acquire new visitors to its Web site. One of the best
ways to attract this target audience is to achieve high
visibility in the places where prospective customers are likely
to be browsing. Morgan Clark's online campaign will target sites
that generate high traffic from Internet users who fit Morgan
Clark's customer profile. In order to create this market
presence and increase customer awareness, Morgan Clark intends to
promote its Web site on the most effective search engines,
directories and promotional sites the Internet offers. However,
Morgan Clark has not yet fully developed its Web site, and there
can be no assurance that it will be able to implement these
programs. The programs to establish visibility and increase
traffic to the web site includes directory submissions to make
sure Morgan Clark is listed in the top five listings on the major
search engines such as Yahoo, America Online, Excite, Infoseek,
HotBot, AltaVista, and Lycos, when a potential visitor types in
key words related to software sales. Of course, there can be no
assurance that Morgan Clark can obtain such a status, but it will
continually update its submissions to search engines to keep them
current and will update its site weekly. Morgan Clark will review
its site data to optimize its listing. Once the site data has
been perfected, Morgan Clark's site will be submitted to the top
75 search engines and promotional sites.
While listing a Web site with the search engines and promotional
sites is a high priority for the foundation of Morgan Clark's
Internet program, targeted links with sites of similar interest
is another powerful method of obtaining visitors that are
interested in Morgan Clark's site. Morgan Clark will search for
sites of similar interest where it is likely to find its target
audience to place targeted links. These links will increase
targeted traffic to Morgan Clark's Web site.
Morgan Clark intends to design a professional banner and place it
with various sites on a "reciprocal" basis, at no charge to
Morgan Clark. Morgan Clark also plans to purchase online ad
banners on highly trafficked Web sites that appeal to Morgan
Clark's target audience. Morgan Clark will work with a nationally
recognized media buying firm to research the sites that are
regularly visited by prospective customers in order to design and
to execute an online advertising campaign on a cost-per-lead or
similar direct response basis.
Online communities such as Mailing Lists, Newsgroups, and Online
Service Forums tend to be very successful in driving traffic to
sites as Internet surfers use these communities to get advice
from their peers. Morgan Clark will work with a firm to seed
messages about its offerings in the various online communities
that are visited by its target audience.
Companies specializing in Community Discussion Seeding include
Word of Net Promotions, Webpromote and Agency.
Targeted e-mail announcements with information about Morgan
Clark's products and services will be sent to individuals who
have expressed an interest in receiving information within
targeted categories. These individuals have voluntarily signed up
to receive these e-mail messages about specific topics and are
more likely to read them. Response rates are expected to average
between 5% to 10%. These efforts will results in Company Web site
visits by these individuals because they have an interest in
Morgan Clark's products and services and can click-through
Hyperlinks created in Morgan Clark's e-mail announcement. Each e-
mail message will contain a header that specifies that the e-mail
was sent to the recipient because they had subscribed to a
particular service. Morgan Clark expects to maintain a clean
corporate image by practicing "etiquette" when sending e-mail
messages. In order to differentiate between e-mail messages that
are voluntarily requested and true "spamming" from unwelcome
sources, Morgan Clark plans to only send targeted email to those
individuals who have voluntarily requested to receive such
announcements, and always give the participants the option to
remove themselves from the email lists. Morgan Clark intends to
announce its products and services on the Web in press releases.
Favorable articles or editorial pieces about Morgan Clark's Web
site can generate tremendous visibility and opportunity to sell
its products and services. Morgan Clark will e-mail its press
releases to targeted publications selected from a database of
over 30,000 media resources. Press releases can be distributed
within 72 hours.
THE PRODUCTS
Morgan Clark is in the business of providing equipment leasing,
factoring, and asset based financing to small to medium size
companies through its e-commerce web site on the Internet.
Factoring is an agreement between the Lender and the client's
company in which the Lender purchases the client's accounts
receivable (can be with or without recourse to the client) and
assumes responsibility for the client's customers financial
ability to pay. If a customer is financially unable to pay its
debts, the Lender incurs the responsibility for payment. The
Lender extends credit to the client's customers, collects the
accounts receivable from the customers and performs the related
bookkeeping functions. As needed, the Lender can also provide
cash advances against open receivables prior to collection of the
receivables. Factoring is a complete financial package that
combines: Credit protection, Accounts receivable bookkeeping,
Collection services, and Financing.
Leasing provides a customer with the use of equipment for a
specified period of time, usually from 12 to 84 months. It may
also provide the customer with the option to purchase the
equipment for some price, at some point during the term or at the
end of the lease. A Capital Lease is one that usually provides
the customer with a stated purchase option. The purchase option
may range from $1.00 to a predetermined percentage of the selling
price. A Capital Lease is a finance lease; ownership, from an
accounting viewpoint, is with the customer, but may or may not be
from a tax viewpoint. An Operating Lease provides the customer
with a renewal option, a purchase option, or a no purchase
option. The purchase option may be a stated amount provided it is
not nominal; or it may be a fair market value. An Operating Lease
does not provide ownership to the customer from an accounting
viewpoint and may or may not from a tax viewpoint.
Asset-based lending is similar to bank lending. A bank will
normally offer a Line of Credit based on levels of Accounts
Receivable and Inventory. A bank can also offer Term Loans based
on fixed assets such as Machinery, Equipment, and sometimes Real
Estate. However, a bank will have many covenants or restrictions,
requiring that certain financial ratios be met and, in general,
providing control over the management of a customer's business.
Asset-based Lending differs in several ways. First, Asset-based
Lending usually provides more money than a bank; Asset-based
Lending will advance higher amounts of money on each asset. There
are few, if any, covenants or restrictions on a customer, which
provides more flexibility to the customer. Additionally, banks
will also restrict rapid growth or expansion, and they will
discourage expansion of a customer's company out of the bank's
region or state. Banks are strictly regulated by the Federal
Deposit Insurance Corporation (FDIC). The FDIC oversees all loans
structured and approved by a bank. The Asset-based Lending
industry is not regulated by the FDIC because most Asset-based
Lenders are not direct banks. Therefore, Asset-based Lenders can
structure a loan or facility with more flexibility, and they
generally provide financing to more marginal companies than a
bank will, at very competitive rates.
Morgan Clark acts as a broker between the client business
borrower and the ultimate lender. We determine the financial
needs of the business, its ability to repay the funds, what type
of loan or financing is appropriate for the client, and contact
and negotiate with the lender. Morgan Clark is paid an agreed
upon percentage of the fees and/or percentage points charged to
the client and collected by the lender. The Company is in the
process of developing broker agreements with various lenders who
have different criteria for their lending in order to cover more
of the various needs of the small to medium sized business
borrowers.
PATENTS
Morgan Clark holds no patents for its products. Morgan Clark is
the owner of the Internet website, www.Morgan ClarkLeasing.com.
GOVERNMENT REGULATION
Government approval is not necessary for Morgan Clark's business,
and government regulations have no effect or a negligible effect
on its business.
EMPLOYEES
Morgan Clark presently employs its President, Secretary and
Treasurer, Vincent van den Brink, who devotes
approximately 20 hours per week on the business of Morgan Clark.
PROPERTIES
Morgan Clark has an oral agreement with Morgan Clark president
for use of office space, telephones and secretarial services
supplied free of charge to Morgan Clark. Morgan Clark owns its
Internet Web site, www.Morgan ClarkLeasing.com.
COMPETITION
Some of the Company's competitors in commercial lending to the
small to midsized businesses are CIT Group and Rosenthal Group.
Capital Factors Holding, a subsidiary of Union Planters
Corporation, through its subsidiaries, Capital Business Credit,
which provides loans to small and midsized businesses., is one of
the US's leading factoring companies. Heller Financial provides
small and midsized businesses worldwide with such financial
services as secured loans, equipment finance, leasing, asset
management, and small-business lending The FINOVA Group offers
commercial financing to small and midsized businesses, through
its subsidiary, FINOVA Capital.
All of the Company's competitors are much larger and more well
funded. The Company will not be able to compete with these
companies, but will be able to enter into a Broker Agreement with
these companies should the business borrower client need the
service provided by these competitors arise.
LEGAL PROCEEDINGS
Morgan Clark is not subject to any pending litigation, legal
proceedings or claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of Morgan Clark serve until
the next annual meeting of stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
The current executive officers, key employees and directors of
Morgan Clark are as follows:
Name Age Position
Vincent van den Brink 59
President, Secretary
Director, Treasurer
Vincent van den Brink has been President and Director of the
Company since 1998. Since October 1997 to present, he has been a
Financial Consultant with Airway Capital, Costa Mesa, California,
providing asset based lending, factoring, equipment leasing, and
export financing for various businesses. From June 1985 until May
1997, he was a Business Consultant writing business plans and
business development plans for companies across the country.
Since 1978 to present, in addition to working for the above
companies, he has been operating an export business providing
export consulting, export products and sourcing products for
international clients. Mr. Van den Brink is the Secretary and
Treasurer of Theinternetcorp.net, Inc. and President of Piedmont,
Inc., both of which are public reporting companies. He holds a
Bachelor's degrees in automotive engineering from the Auto
Technische School in Apeldoorn, Netherlands. He is fluent in
English, Dutch, German and Afrikaans.
EXECUTIVE COMPENSATION
Morgan Clark has made no provisions for cash compensation to its
officers and directors. Morgan Clark's management received
1,000,000 shares of restricted stock upon incorporation under a
subscription agreement. No salaries are being paid at the present
time, and will not be paid unless and until there is available
cash flow from operations to pay salaries. There were no grants
of options or SAR grants given to any executive officers during
the last fiscal year.
EMPLOYMENT AGREEMENTS
Morgan Clark has not entered into any employment agreements with
any of its employees, and employment arrangements are all subject
to the discretion of Morgan Clark's board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding
beneficial ownership of Morgan Clark's Common Stock as of June
30, 2000, by (i) each person known by Morgan Clark to be the
beneficial owner of more than 5% of the outstanding shares of
Common Stock, (ii) each director of Morgan Clark, (iii) each
Named Executive Officer and (iv) all directors and executive
officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares
shown.
Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
-------------------
Vincent van den Brink (1) 1,000,000 100% 98.24%
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Officers and Directors
as a Group 1,000,000 100% 98.24%
_________________________________________________________________
(1) Table is based on current outstanding shares of 1,000,000.
CERTAIN TRANSACTIONS
In connection with organizing Morgan Clark Management, Inc., on
June 6, 2000, Vincent van den Brink was issued 1,000,000 shares
of restricted common stock under a subscription agreement,
pursuant to Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior
access to all corporate and financial information. Under Rule
405 promulgated under the Securities Act of 1933, Mr. van den
Brink may be deemed to be a promoter of Morgan Clark. No other
persons are known to Management that would be deemed to be
promoters.
DESCRIPTION OF SECURITIES
The authorized capital stock of Morgan Clark consists of
100,000,000 shares of Common Stock, $.001 par value per share.
Upon consummation of this Offering, there will be outstanding
1,050,000 shares of Common Stock.
COMMON STOCK
Holders of Common Stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders,
including the election of directors.
Holders of common stock do not have subscription, redemption or
conversion rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative voting rights,
which means that the holders of more than half of all voting
rights with respect to common stock and Preferred Stock can elect
all of Morgan Clark's directors. The Board of Directors is
empowered to fill any vacancies on the Board of Directors created
by resignations, subject to quorum requirements.
Holders of Common Stock will be entitled to receive such
dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor, and
will be entitled to receive, pro rata, all assets of
the Company available for distribution to such holders upon
liquidation.
All outstanding shares of Common Stock are, and the Common Stock
offered hereby, upon issuance and sale, will be, fully paid and
nonassessable.
PENNY STOCK STATUS
If and when it creates a market for its common stock, Morgan
Clark's common stock is a "penny stock," as the term is defined
by Rule 3a51-1 of the Securities Exchange Act of 1934. This makes
it subject to reporting,
disclosure and other rules imposed on broker-dealers by the
Securities and Exchange Commission requiring brokers and dealers
to do the following in connection with transactions in penny
stocks:
1. Prior to the transaction, to approve the person's account
for transactions in penny stocks by obtaining information from
the person regarding his or her financial situation, investment
experience and objectives, to reasonably determine based on that
information that transactions in penny stocks are suitable for
the person, and that the person has sufficient knowledge and
experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of
evaluating the risks of transactions in penny stocks. In
addition, the broker or dealer must deliver to the person a
written statement setting forth the basis for the determination
and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless
the broker or dealer has received, prior to the transaction, a
written agreement from the person. Further, the broker or dealer
must receive a manually signed and dated written agreement from
the person in order to effectuate any transactions is a penny
stock.
2. Prior to the transaction, the broker or dealer must disclose
to the customer the inside bid quotation for the penny stock and,
if there is no inside bid quotation or inside offer quotation, he
or she must disclose the offer price for the security transacted
for a customer on a principal basis unless exempt from doing so
under the rules.
3. Prior to the transaction, the broker or dealer must disclose
the aggregate amount of compensation received or to be received
by the broker or dealer in connection with the transaction, and
the aggregate amount of cash compensation received or to be
received by any associated person of the broker dealer, other
than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to
a customer, unless exempted by the rules, is required to send to
the customer a written statement containing the identity and
number of shares or units of each such security and the estimated
market value of the security. Imposing these reporting and
disclosure requirements on a broker or dealer make it unlawful
for the broker or dealer to effect transactions in penny stocks
on behalf of customers. Brokers or dealers may be discouraged
from dealing in penny stocks, due to the additional time,
responsibility involved, and, as a result, this may have a
deleterious effect on the market for Morgan Clark's
stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common
Stock is Atlas Stock Transfer, 5899 South State Street, Salt Lake
City, Utah 84107.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, Morgan Clark will have
1,050,000 shares of Common Stock outstanding. All shares sold in
this offering will be freely transferable without restriction or
further registration under the Securities Act of 1933, as
amended. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with Morgan
Clark), will be subject to the limitations of Rule 144
promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated with those of others) whose restricted
shares have been fully paid for and meet the rule's one year
holding provisions, including persons who may be deemed
affiliates of Morgan Clark, may sell restricted securities in
broker's transactions or directly to market makers, provided the
number of shares sold in any three month period is not more than
the greater of 1% of the total shares of common stock then
outstanding or the average weekly trading volume for the four
calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two
years, restricted securities may be sold by persons who are not
affiliates of Morgan Clark without regard to volume limitations.
Restricted securities held by affiliates must continue, even
after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the
limitations described above.
Prior to this offering, no public market has existed for Morgan
Clark's shares of common stock. No predictions can be made as to
the effect, if any, that market shares or the availability of
shares for sale will have on the market price prevailing from
time to time. The sale, or availability for sale, of substantial
amounts of common stock in the public market could adversely
affect prevailing market prices.
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the
States of New York, California, Florida and in the District of
Columbia, and to qualified investors in the State of California,
and outside the U.S. The offering is self underwritten by the
Company, which offers the Shares directly to investors through
officer Vincent van den Brink, who will offer the Shares by
prospectus and sales literature filed with the SEC, to friends,
former business associates and contacts, and by direct mail to
investors who have indicated an interest in the Company. The
offering is a self underwritten offering, which means that it
does not involve the participation of an underwriter or broker.
The offering of the Shares shall terminate in 180 days unless
extended for no more than an additional 180 days at the
discretion of the Company.
The Company reserves the right to reject any subscription in
whole or in part, or to allot to any prospective investor less
than the number of Shares subscribed for by such investor.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed
upon for the Company by Sandra S. Sawyer, Esq., Lake Forest,
California.
EXPERTS
The Financial Statements of Morgan Clark as of June 30, 2000
included in this Prospectus and elsewhere in the Registration
Statement have been audited by Kurt D. Saliger, independent
public accountant for Morgan Clark, as set forth in his reports
thereon appearing elsewhere herein, and are included in reliance
upon such reports, given upon the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
Morgan Clark has filed with the Securities and Exchange
Commission ("SEC") a registration statement on Form SB-2 under
Securities Act of 1933, as amended, with respect to the
securities. This prospectus, which forms a part of the
registration statements, does not contain all of the information
set forth in the registration statement as permitted by
applicable SEC rules and regulations. Statements in this
prospectus about any contract, agreement or other document are
not necessarily complete. With respect to each such contract,
agreement, or document filed as an exhibit to the registration
statement, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement is
qualified in its entirety by this reference.
The registration statement may be inspected without charge and
copies may be obtained at prescribed rates at the SEC's public
reference facilities at Judiciary Plaza, 450 Fifth Street NW,
Room 1024, Washington, DC 20549, or on the Internet at
http://www.sec.gov.
Morgan Clark will furnish to its shareholders annual reports
containing audited financial statements reported on by
independent public accountants for each fiscal year and make
available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
INDEX TO FINANCIAL STATEMENTS
MORGAN CLARK MANAGEMENT, INC.
Independent Auditor's Report ......................... F-1
Balance Sheets
June 30, 2000 ....................................... F-2
Statements of Operations
For the Years Ended June 30, 2000 ................... F-3
Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2000 ................... F-4
Statements of Cash Flows
For the Years Ended June 30, 2000 ................... F-5
Notes to Financial Statements ........... F-6
[CAPTION]
INDEPENDENT AUDITORS' REPORT
Board of Directors
Morgan Clark Management, Inc.
I have audited the accompanying balance sheet of Morgan Clark
Management, Inc. (a development stage company), as of June 30,
2000, and the related statements of operations, stockholders'
equity and cash flows for the period from inception (June 3,
1999) to June 30, 2000. These financial statements are the
responsibility of the company's management. My responsibility is
to express an opinion on these financial statements based on my
audit in accordance with standards established by the American
Institute of Certified Public Accountants.
I conducted my audit in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Morgan Clark Management, Inc. as of June 30, 2000 and the results
of its operations and its cash flows for the period from
inception (June 3, 1999) to June 30, 2000 in conformity with
generally accepted accounting principles.
Kurt D. Saliger C.P.A.
(Nevada State License No. 2335)
Las Vegas, Nevada
August 28, 2000
<TABLE>
<CAPTION>
Morgan Clark Management, Inc.
(A Development Stage Company)
BALANCE SHEET
<S> <C>
June 30, 2000
ASSETS
CURRENT ASSETS:
Cash $ 0
Accounts Receivable $ 0
TOTAL CURRENT ASSETS $ 0
TOTAL ASSETS $ 0
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable
Notes Payable $ 2,974
TOTAL CURRENT LIABILITIES $ 2,974
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value authorized
100,000,000 shares issued and outstanding
at June 30, 2000, 1,000,000 shares $ 1,000
Stock Subscription Receivable $ (900)
Additional paid in Capital $
Deficit Accumulated During Development Stage $ (3,074)
TOTAL STOCKHOLDERS' EQUITY $ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
See accompanying notes to financial statements & audit report
</TABLE>
<TABLE>
<CAPTION>
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
June 30, 2000
<S> <C> <C>
June 30, 2000 From Inception June 3, 1999
To June 30, 2000
------------- ---------------------------
INCOME:
Revenue $ 0 $ 0
TOTAL INCOME $ 0 $ 0
EXPENSES:
General, and Administrative $ 2,874 $ 3,074
Amortization $ 0
Total Expenses $ 2,874 $ 3,074
Net Profit/Loss(-) From Operations $(2,874) $(3,074)
Interest Income $ 0
INCOME (LOSS) BEFORE INCOME TAXES $(2,874) $(3,074)
Provision for income tax $ 0
NET INCOME (LOSS) $(2,874) $(3,074)
NET INCOME (LOSS)
PER SHARE-BASIC AND DILUTED $0.00 $0.00
AVERAGE NUMBER OF SHARES OF COMMON
STOCK OUTSTANDING 1,000,000 1,000,000
See accompanying notes to financial statements & audit report
</TABLE>
<TABLE>
<CAPTION>
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 2000
<S> <C> <C> <C> <C> <C>
Common Stock Additional Stock (Deficit)
Shares Amount paid-in Subscription Accumulated During
capital Receivable Development Stage
------ ------ ---------- ------------ ------------------
Issued for
Cash and organizational costs
June 3, 1999 1,000,000 $1,000 $0
Stock Subscription Receivable $ (900)
Net Income June 3, 1999
(inception) to June 30, 1999 $ (200)
Balance June 30, 1999 1,000,000 $1,000 $0 $ (900) $ (200)
========= ======= ========== ============ ==================
Net Income (Loss) from
July 1, 1999
To June 30, 2000 $ (2,874)
Balance June 30, 2000 1,000,000 $1,000 $0 $(900) $(3,074)
See accompanying notes to financial statements & audit report
</TABLE>
<TABLE>
<CAPTION>
Morgan Clark Management, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<S> <C> <C>
June 30, 2000 From Inception on
June 3, 1999 to
June 30, 2000
------------- -----------------
Cash Flows from Operating Activities:
Net Income$(2,874)$(3,074)
Increase (decrease) in accounts payable $ 2,874 $ 2,974
Net Cash (Used) In Operating Activities$ 0 $ (100)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of organizational costs $ 0 $ 0
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash $ 0 $ 100
------- -------
Net Increase in Cash $ 0 $ 0
Cash, Beginning of Period $ 0 $ 0
Cash, Ending of Period $ 0 $ 0
------- -------
See accompanying notes to financial statements & audit report
</TABLE>
[CAPTION]
Morgan Clark Management, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Dated June 30, 2000
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY.
Morgan Clark Management, Inc. was incorporated on June 3, 1999
under the laws of the State of Utah. Morgan Clark Management,
Inc. was organized to engage in any lawful activity. Morgan Clark
Management, Inc. currently has no operations and, in accordance
with SFAS #7, is considered a development stage company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Accounting Method.
Morgan Clark Management, Inc. records income and expenses on the
accrual method.
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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Organizational Costs.
Organizational costs are stated at cost and have been expensed as
incurred.
Income Taxes.
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109, (SFAS #109), "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share.
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128, (SFAS #128), "Earnings
Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of June 30, 2000, Morgan Clark Management, Inc. had no
dilative common stock equivalents such as stock options.
NOTE 3- INCOME TAXES.
There is no provision for income taxes for the period ended June
3, 1999 (inception) to June 30, 2000 due to the zero net income.
NOTE 4- SHAREHOLDERS' EQUITY.
Common Stock.
The authorized common stock of Morgan Clark Management, Inc.
consists of 100,000,000 shares with a par value of $0.001 per
share.
Preferred Stock.
The authorized Preferred Stock of Morgan Clark Management, Inc.
consists of 40,000,000 shares with a par value of $0.001 per
share.
NOTE 5 - RELATED PARTY TRANSACTIONS.
Morgan Clark Management, Inc. neither owns nor leases any real or
personal property. Office services are provided without charge by
the sole director of this company. Such costs are immaterial to
the financial statements and accordingly have not been reflected
therein. The sole director of Morgan Clark Management, Inc. is
involved in other business activities and may, in the future,
become involved in other business opportunities. If a specific
business opportunity becomes available, such person may face a
conflict in selecting between Morgan Clark Management, Inc. and
the other business interests. Morgan Clark Management, Inc. has
not formulated a policy for the resolution of such conflicts.
F-7
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY MORGAN CLARK OR
BY THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER
THAN THE SECURITIES OFFERED BY THIS PROSPECTUS, OR AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
IS NOT AUTHORIZED OR IS UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS
SHALL NOT, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE OF THIS PROSPECTUS.
TABLE OF CONTENTS
PAGE
----
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Morgan Clark is a development stage
company with no operating history............. 3
Terms of offering-no minimum contingency........ 4
Related party transactions and possible
conflicts of interest......................... 4
Dilution...................................... 4
Use of Proceeds................................. 5
Dividend Policy................................. 5
Price Range of Securities....................... 6
Capitalization.................................. 6
Dilution........................................ 6
Selected Financial Data......................... 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 8
Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16
MORGAN CLARK MANAGEMENT, INC.
50,000 SHARES OF COMMON STOCK
__________________________________
PROSPECTUS
___________________________________
September ____, 2000
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the provisions of the Utah Revised Business
Corporation Act (the "Utah Act"), the Company has the power to
indemnify an individual made a party to a proceeding because
they are or were a director, against liability incurred in the
proceeding, if such individual acted in good faith and in a
manner reasonably believed to be in, or not opposed to, the best
interest of the Company and, in a criminal proceeding, they had
no reasonable cause to believe their conduct was unlawful.
Indemnification under this provision is limited to reasonable
expenses incurred in connection with the proceeding. The
Company must indemnify a director or officer who is successful,
on the merits of otherwise, in the defense of any proceeding or
in defense of any claim, issue, or matter in the proceeding, to
which they are a party to because they are or were a director of
officer of the Company, against reasonable expenses incurred by
them in connection with the proceeding or claim with respect to
which they have been successful. Pursuant to the Utah Act, the
Company's Board of Directors may indemnify its officers,
directors, agents, or employees against any loss or damage
sustained when acting in good faith in the performance of their
corporate duties.
The Company may pay for or reimburse reasonable expenses
incurred by a director, officer employee, fiduciary or agent of
the Company who is a party to a proceeding in advance of final
disposition of the proceeding provided the individual furnishes
the Company with a written affirmation that their conduct was in
good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company, and undertake to
repay the advance if it is ultimately determined that they did
not meet such standard of conduct.
Also pursuant to the Utah Act, a corporation may set forth
in its articles of incorporation, by-laws or by resolution, a
provision eliminating or limiting in certain circumstances,
liability of a director to the corporation or its shareholders
for monetary damages for any action taken or any failure to take
action as a director. This provision does not eliminate or
limit the liability of a director (i) for the amount of a
financial benefit received by a director to which they are not
entitled; (ii) an intentional infliction of harm on the
corporation or its shareholders; (iii) for liability for a
violation of Section 16-10a-842 of the Utah Act (relating to the
distributions made in violation of the Utah Act); and (iv) an
intentional violation of criminal law. To date, the Company has
not adopted such a provision in its Articles of Incorporation,
By-Laws, or by resolution. A corporation may not eliminate or
limit the liability of a director for any act or omission
occurring prior to the date when such provision becomes
effective. The Utah Act also permits a corporation to purchase
and maintain liability insurance on behalf of its directors,
officers, employees, fiduciaries or agents.
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in
connection with the Offering described in this Registration
Statement (other than the underwriting discount and commissions
and reasonable expense allowance) will be as follows:
SEC registration fee............................ $
Printing and engraving expenses................. $ 500
Accounting fees and expenses.................... $ 1,000
Legal fees and expenses (other than Blue Sky)... $12,000
Blue sky fees and expenses
(including legal and filing fees).............. $ 1,000
Miscellaneous................................... $ 1,000
Total........................................... $15,500
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following securities were issued by Morgan Clark within the
past three years and were not registered under the Securities
Act: In connection with organizing Morgan Clark Management, Inc.,
on June 6, 2000, Vincent van den Brink was issued 1,000,000
shares of restricted common stock under a subscription agreement,
pursuant to Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior
access to all corporate and financial information. Under Rule
405 promulgated under the Securities Act of 1933, Mr. van den
Brink may be deemed to be a promoter of Morgan Clark. No other
persons are known to Management that would be deemed to be
promoters.
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this Registration
Statement:
EXHIBIT
NUMBER DESCRIPTION
------- -----------------------------------
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Form of Common Stock Certificate
5.1 Opinion of Counsel and Consent
10.1 Contract with Airway Business Credit
23.1 Consent of Independent Accountant
23.2 Consent of Counsel (filed as part of
Exhibit 5.1)
99 Subscription Agreement
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the small business issuer
pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the small
business issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection
with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned registrant hereby undertakes to:
(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and notwithstanding
the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on
the plan of distribution.
(2) For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the
offering.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and has authorized this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in
the City of Santa Ana, State of California, on September 28,
2000.
MORGAN CLARK MANAGEMENT, INC.
By: Vincent van den Brink
---------------------
VINCENT VAN DEN BRINK
Chairman of the Board and
President
In accordance with the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates stated.
SIGNATURE
Date: September 28, 2000
Vincent van den Brink
---------------------
Chairman of the Board and
VINCENT VAN DEN BRINK
President, Secretary, Treasurer
[CAPTION]
Exhibit 3(a)
ARTICLES OF INCORPORATION
OF MORGAN CLARK MANAGEMENT, INC.
The undersigned, a natural person at least eighteen years old,
does hereby act as incorporator in adopting the following
Articles of Incorporation for the purpose of organizing the
business corporation hereinafter named MORGAN CLARK MANAGEMENT,
INC., pursuant to the provisions of the Utah Revised Business
Corporation Act.
FIRST: The name of the corporation is MORGAN CLARK MANAGEMENT,
INC. (the "Corporation").
SECOND: The principal office of the Corporation in the State of
Utah is located at 935 E. 7220 South, Ste. D-103, Midvale, Utah
84047. The name and address of the registered agent of the
Corporation is Mr. James Barber, 935 E. 7220 South, Ste. D-103,
Midvale, Utah 84047. The registered office of the Corporation is
935 E. 7220 South, Ste. D-103, Midvale, Utah 84047. The name and
address of the first Director and Incorporator is Mr. James
Barber, 935 E. 7220 South, Ste. D-103, Midvale, Utah 84047. The
signature of the said registered agent is set forth in the last
Article of these Articles of Incorporation.
THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which a corporation may be organized under
the Utah Revised Business Corporation Act and the duration of
the Corporation shall be perpetual.
FOURTH: The following provisions are inserted for the management
of the business and the conduct of the affairs of the
Corporation, and for further definition, limitation and
regulation of the powers of the Corporation and of its directors
and stockholders:
A. The governing board of this Corporation shall be known as the
board of directors (the "Board of Directors" or the "Board") and
its members all be known as directors, and the number of
directors may from time to time be increased or decreased by
resolution of the Board of Directors, provided that the number
of directors shall not be reduced to less than one (1). The
Board of Directors shall be divided into three classes, as
nearly equal in number as possible, and the term of office for
each respective class of directors shall be so arranged that the
term of office of directors of one class shall expire at each
successive annual meeting of stockholders, and in all cases as
to each director until their successor shall be elected and
shall qualify, or until his earlier resignation, removal from
office, death or incapacity. At each annual meeting of
stockholders after the first annual meeting, the number of
directors equal to the number of directors of the class whose
term expires at the time of such meeting (or such greater or
lesser number as would be required by an increase or decrease in
the size of the Board of Directors) shall be elected to hold
office until the third succeeding annual meeting of stockholders
after their election. This Article FOURTH may not be amended or
repealed without the affirmative vote of at least sixty-six and
two-thirds percent (66-2/3%) of the voting power of the shares
entitled to vote thereon.
B. Special meetings of stockholders of the Corporation may be
called only by the Chairman of the Board or the President or by
the Board of Directors acting pursuant to a resolution adopted by
a majority of the Whole Board. For purposes of these Articles of
Corporation, the term "Whole Board" shall mean the total number
of authorized directors whether or not there exists any vacancies
in previously authorized directorships.
FIFTH: A. The total number of shares of all classes of stock
which the Corporation shall have authority to issue is One
Hundred Forty Million (140,000,000), consisting of One Hundred
million (100,000,000) shares of common stock, par value one-
tenth of one cent ($0.001) per share (the "Common Stock") and
Forty million (40,000,000) shares of preferred stock, par value
one-tenth of one cent ($0.001) per share (the "Preferred Stock").
B. COMMON STOCK. The shares of Common Stock shall have no pre-
emptive or preferential rights of subscription concerning further
issuance or authorization of any securities of the Corporation.
Each share of Common Stock shall entitle the holder thereof to
one vote, in person or by proxy. The holders of the Common Stock
shall be entitled to receive dividends if, as and when declared
by the Board of Directors.
The Common Stock may be issued from time to time in one or more
series and shall have such other relative, participant, optional
or special rights, qualifications, limitations or restrictions
thereof as shall be stated and expressed in the resolution or
resolutions providing for the issuance of such Common Stock from
time to time adopted by the Board of Directors pursuant to
authority so to adopt which is hereby vested in the Board of
Directors.
C. REFERRED STOCK. The Preferred Stock may be issued from time to
time in one or more series and (a) may have such voting powers,
full or limited, or may be without voting powers; (b) may be
subject to redemption at such time or times and at such prices;
(c) may be entitled to receive dividends (which may be cumulative
or non-cumulative) at such rate or rates, on such conditions, and
at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or series
of stock; (d) may have such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation; (e) may
be made convertible into, or exchangeable for, shares of any
other class or classes or of any other series of the same or any
other class or classes of stock of the Corporation, at such price
or prices or at such rates of exchange, and with such adjustments
and (f) shall have such other relative, participating, optional
or special rights, qualifications, limitations or restrictions
thereof as shall hereafter be stated and expressed in the
resolution or resolutions providing for the issuance of such
Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do which is hereby vested
in the Board of Directors.
At any time from time to time when authorized by resolution of
the Board of Directors and without any action by its
shareholders, the Corporation may issue or sell any shares of its
stock of any Class or series, whether out of the unissued shares
thereof authorized by these Articles of Incorporation, as
amended, or out of shares of its stock acquired by it after the
issue thereof, and whether or not the shares thereof so issued or
sold shall confer upon the holders thereof the right to exchange
or convert such shares for or into other shares of stock of the
Corporation of any class or classes or any series thereof. When
similarly authorized, but without any action by its shareholders,
the Corporation may issue or grant rights, warrants or options,
in bearer or registered or such other form as the Board of
Directors may determine, for the purchase of shares of the stock
of any class or series of the Corporation within such period of
time, or without limit as to time, of such aggregate number of
shares, and at such price per share, as the Board of Directors
may determine. Such rights, warrants or options may be issued or
granted separately or in connection with the issue of any bonds,
debentures, notes, obligations or other evidences of indebtedness
or shares of the stock of any class or series of the Corporation
and for such consideration and on such terms and conditions as
the Board of Directors, in its sole discretion, may determine. In
each case, the consideration to be received by the Corporation
for any such shares so issued or sold shall be such as shall be
fixed from time to time by the Board of Directors.
D. The capital stock, after the amount of the subscription price,
or par value, has been paid in, shall not be subject to
assessment.
E. No holder of shares of stock of the Corporation shall be
entitled as of right to purchase or subscribe for any part of any
unissued stock of this Corporation or of any new or additional
authorized stock of the Corporation of any class whatsoever, or
of any issue of securities of the Corporation convertible into
stock, whether such stock or securities be issued for money or
for a consideration other than money or by way of dividend, but
any such unissued stock or such new or additional authorized
stock or such securities convertible into stock may be issued and
disposed of to such persons, firms, corporations and
associations, and upon such terms as may be deemed advisable by
the Board of Directors without offering to stockholders of record
or any class of stockholders upon the same terms or upon any
terms.
SIXTH: A. Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified
circumstances, the number of directors shall be fixed from time
to time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the Whole Board. The first
Director shall be the undersigned incorporator.
B. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall, unless otherwise provided by law or by
resolution of the Board of Directors, be filled only by a
majority vote of the directors then in office, though less than a
quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term
of office of the class to which they have been chosen expires. No
decrease in the authorized number of directors shall shorten the
term of any incumbent director.
C. Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before
any meeting of the stockholders of the Corporation shall be given
in the manner provided in the by-laws of the Corporation.D.
Subject to the rights of the holders of any series of Preferred
Stock then outstanding, any directors, or the entire Board of
Directors, may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders at least
fifty percent (50%) of the voting power of all of the then-
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors, voting together
as a single class.
SEVENTH: The Board of Directors is expressly empowered to adopt,
amend or repeal by-laws of the Corporation. Any adoption,
amendment or repeal of the by-laws of the Corporation by the
Board of Directors shall require the approval of a majority of
the Whole Board. The stockholders shall also have power to adopt,
amend or repeal the by-laws of the Corporation; provided,
however, that, in addition to any vote of the holders of any
class or series of stock of the Corporation required by law or by
these Articles of Corporation, the affirmative vote of the
holders of at least fifty percent (50%) of the voting power of
all of the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required
to adopt, amend or repeal any provision of the by-laws of the
Corporation.
EIGHTH: The Corporation reserves the right to amend or repeal any
provision contained in these Articles of Incorporation in the
manner prescribed by the laws of the State of Utah and all rights
conferred upon stockholders are granted subject to this
reservation; provided, however, that, notwithstanding any other
provision of these Articles of Incorporation or any provision of
law that might otherwise permit a lesser vote or no vote, but in
addition to any vote of the holders of any class or series of the
stock of this Corporation required by law or by these Articles of
Incorporation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of
all the then-outstanding shares of the capital stock of the
Corporation entitled to vote generally in the election of
Directors, voting together as a single class, shall be required
to amend or repeal this Article EIGHTH, Article SIXTH, Article
SEVENTH, or Article NINTH.
NINTH: The Board of Directors of the Corporation, when evaluating
any offer of another party to (a) make a tender or exchange offer
for any equity security of the Corporation, (b) merge or
consolidate the Corporation with another corporation or (c)
purchase or otherwise acquire all or substantially all of the
properties and assets of the Corporation, may, in connection with
the exercise of its judgment in determining what is in the best
interests of the Corporation and its stockholders, give due
consideration to (i) all relevant factors, including without
limitation the social, legal, environmental and economic effects
on the employees, customers, suppliers and other affected
persons, firms and corporations, and on the communities and
geographical areas in which the Corporation and its subsidiaries
operate or are located and on any of the businesses and
properties of the Corporation or any of its subsidiaries, as well
as such other factors as the directors deem relevant, (ii) not
only the financial consideration being offered in relation to the
then current market price for the Corporation's outstanding
shares of capital stock, but also in relation to the then current
value of the Corporation in a freely negotiated transaction and
in relation to the Board of Directors' estimate of the future
value of the Corporation (including the unrealized value of its
properties and assets) as an independent going concern, and (iii)
the obligations of the Corporation, and any of its subsidiaries,
to provide stable, reliable services on a continuing or long term
basis.
TENTH: A director or officer of the Corporation shall have no
personal liability to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
except for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of the applicable statutes of
Utah. If the Utah Revised Business Corporation Act is amended
after approval by the stockholders of this Article TENTH to
authorize corporate action further eliminating or limiting the
personal liability of directors or officers, the liability of a
director or officer of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Utah General
Corporation Law, as so amended from time to time. No repeal or
modification of this Article TENTH by the stockholders shall
adversely affect any right or protection of a director or officer
of the Corporation existing by virtue of this Article TENTH at
the time of such repeal or modification.
ELEVENTH: A. The Corporation shall indemnify and hold harmless
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or she is or was or
has agreed to become a director or officer of the Corporation or
is serving at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise or by reason of
actions alleged to have been taken or omitted in such capacity or
in any other capacity while serving as a director or officer. The
indemnification of directors and officers by the Corporation
shall be to the fullest extent authorized or permitted by
applicable law, as such law exists or may hereafter be amended
(but only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than
permitted prior to the amendment). The indemnification of
directors and officers shall be against all loss, liability and
expense (including attorneys fees, costs, damages, judgments,
fines, amounts paid in settlement and ERISA excise taxes or
penalties) actually and reasonably incurred by or on behalf of a
director or officer in connection with such action, suit or
proceeding, including any appeal; provided, however, that with
respect to any action, suit or proceeding initiated by a director
or officer, the Corporation shall indemnify such director or
officer only if the action, suit or proceeding was authorized by
the Board of Directors of the Corporation, except with respect
to a suit for the enforcement of rights to indemnification or
advancement of expenses in accordance with Section C below.B.
The expenses of directors and officers incurred as a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative shall be
paid by the Corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding;
provided, however, that if applicable law so requires, the
advance payment of expenses shall be made only upon receipt by
the Corporation of an undertaking by or on behalf of the director
or officer to repay ail amounts so advanced in the event that it
is ultimately determined by a final decision, order or decree of
a court of competent jurisdiction that the director or officer is
not entitled to be indemnified for such expenses under this
Article ELEVENTH.
C. Any director or officer may enforce his or her rights to
indemnification or advance payments for expenses in a suit
brought against the Corporation if his or her request for
indemnification or advance payments for expenses is wholly or
partially refused by the Corporation or if there is no
determination with respect to such request within 60 days from
receipt by the Corporation of a written notice from the director
or officer for such a determination. If a director or officer is
successful in establishing in a suit his or her entitlement to
receive or recover an advancement of expenses or a right to
indemnification, in whole or in part, he or she shall also be
indemnified by the Corporation for costs and expenses incurred in
such suit. It shall be a defense to any such suit (other than a
suit brought to enforce a claim for the advancement of expenses
under Section B of this Article ELEVENTH where the required
undertaking, if any, has been received by the Corporation) that
the claimant has not met the standard of conduct set forth in the
Utah Revised Business Corporation Act. Neither the failure of the
Corporation to have made a determination prior to the
commencement of such suit that indemnification of the director or
officer is proper in the circumstances because the director or
officer has met the applicable standard of conduct nor a
determination by the Corporation that the director or officer has
not met such applicable standard of conduct shall be a defense to
the suit or create a presumption that the director or officer has
not met the applicable standard of conduct. In a suit brought by
a director or officer to enforce a right under this Section C or
by the Corporation to recover and advancement of expenses
pursuant to the terms of an undertaking, the burden of proving
that a director or officer is not entitled to be indemnified or
is not entitled to an advancement of expenses under this Section
C or otherwise, shall be on the Corporation.
D. The right to indemnification and to the payment of expenses as
they are incurred and in advance of the final disposition of the
action, suit or proceeding shall not be exclusive of any other
right to which a person may be entitled under these Articles of
Incorporation or any by-law, agreement, statute, vote of
stockholders or disinterested directors or otherwise. The right
to indemnification under Section A above shall continue for a
person who has ceased to be a director or officer and shall inure
to the benefit of his or her heirs, next of kin, executors,
administrators and legal representatives.
E. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any loss, liability or
expense, whether or not the Corporation would have the power to
indemnify such person against such loss, liability or expense
under the Utah General Corporation Law.
F. The Corporation shall not be obligated to reimburse the amount
of any settlement unless it has agreed to such settlement. If any
person shall unreasonably fail to enter into a settlement of any
action, suit or proceeding within the scope of Section A above,
offered or assented to by the opposing party or parties and which
is acceptable to the Corporation, then, notwithstanding any other
provision of this Article ELEVENTH, the indemnification
obligation of the Corporation in connection with such action,
suit or proceeding shall be limited to the total of the amount at
which settlement could have been made and the expenses incurred
by such person prior to the time the settlement could reasonably
have been effected.
G. The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification
and to the advancement of expenses to any employee or agent of
the Corporation or to any director, officer, employee or agent of
any of its subsidiaries to the fullest extent of the provisions
of this Article ELEVENTH subject to the imposition of any
conditions or limitations as the Board of Directors of the
Corporation may deem necessary or appropriate.
TWELFTH: In the event of a conflict between the terms of these
Articles of Incorporation and the By-Laws of the Corporation, the
terms and provisions of these Articles of Incorporation shall
govern.
THIRTEENTH: The signature of the aforesaid registered agent of
the corporation is as follows:
James Barber
-----------------------------
JAMES BARBER
935 E. 7220 South, Ste. D-103
Midvale, Utah 84047
THE UNDERSIGNED, being the incorporator of this Corporation, for
the purpose of adopting these Articles of Incorporation under
the laws of the State of Utah do make, file and record these
Articles of Incorporation, do certify that the facts herein
stated are true, and, accordingly, have hereto set my hand and
seal this 3rd day of June, 1999.
James Barger
------------------------------------
JAMES BARBER, Incorporator, Director
935 E. 7220 South, Ste. D-103,
Midvale, Utah 84047
[CAPTION]
EXHIBIT 3.2
BYLAWS OF
MORGAN CLARK MANAGEMENT, INC.
ARTICLE I: OFFICES
The principal office of the Corporation in the State of
Utah shall be located in Salt Lake City; the Corporation may
have such other offices, either within or without the State of
Utah, as the Board of Directors my designate or as the business
of the Corporation may require from time to time.
ARTICLE II: SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the 15th day in the month of
December in each year, beginning with the transaction of such
other business as my come before the meeting. If the day fixed
for the annual meeting shall be a legal holiday in the State of
Utah, such meeting shall be held on the next succeeding business
day. If the election of Directors shall be held on the day
designated herein for any annual meeting of the shareholders or
at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders
as soon thereafter as conveniently may be.
SECTION 2. Special Meetings. Special meeting of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by the
Board of Directors, and shall be called by the President at the
request of the holders of not less than ten percent (10%) of all
the outstanding shares of the Corporation entitled to vote at
the meeting.
SECTION 3. Place of Meeting. The Board of Directors my
designate any place, either within or without the State of Utah,
unless otherwise prescribed by statute, as the place of meeting
for any annual meeting or for any special meeting. A waiver of
notice signed by all shareholders entitled to vote at a meeting
may designate any place, either within our without the State of
Utah, unless otherwise prescribed by statute, as the place for
the holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the
Corporation.
SECTION 4. Notice of Meeting. Written notice stating the
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall unless otherwise prescribed by statute, be
delivered not less than ten (10) nor more than sixty (60) days
before the date of the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
Mail, addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage
thereon prepaid.
SECTION 5. Closing of Transfer Books or Fixing of Record.
For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders or any adjournment
thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be
closed for a stated period, but not to exceed in any case fifty
(50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed
for at least fifteen (15) days immediately preceding such
meeting. In lieu of closing the stock transfer books, the board
of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to
be not more than thirty (30) days and, in case of a meeting of
shareholders, not less than ten (10) days, prior to the date on
which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be
the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the corporation
shall make a complete list of shareholders entitled to vote at
each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, with the address of and the
number of shares held by each. Such lists shall be produced
and kept open at the time and place of the meeting and shall be
subject to the inspection of any shareholder during the whole
time of the meeting for the purposes thereof.
SECTION 7. Quorum. A majority of the outstanding shares
of the Corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At 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
noticed. The shareholders present at a duly organized meeting
may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.
SECTION 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or by proxy executed in writing
by the shareholder or by his or duly authorized attorney-in-
fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting. A meeting of
the Board of Directors may be had by means of telephone
conference or similar communications equipment by which all
persons participating in the meeting can hear each other, and
participation in a meeting under such circumstances shall
constitute presence at the meeting.
SECTION 10. Voting of Shares by Certain Holders. Shares
standing in the name of another corporation may be voted by such
officer, agent or proxy as the Bylaws of such corporation may
prescribe or, in the absence of such provision, as the Board of
Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or
conservator may be voted by him either in person or by proxy,
without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his
name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name, if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be
entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall
not be voted directly or indirectly, at any meeting, and shall
not be counted in determining the total number of outstanding
shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to
vote with respect to the subject matter thereof.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Tenure and Qualifications. The number
of directors of the Corporation shall be fixed by the Board of
Directors, but in no event shall be less than one ( 1 ). Each
Director shall hold office until the next annual meeting of
shareholder and until his successor shall have been elected and
qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than this
Bylaw immediately after, and at the same place as, the annual
meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional
regular meetings without notice other than such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix the place for holding any special meeting of the Board
of Directors called by them.
SECTION 5. Notice. Notice of any special meeting shall be
given at least one (1) day previous thereto by written notice
delivered personally or mailed to each director at his business
address, or by telegram. If mailed, such notice shall be deemed
to be delivered when deposited in the United Sates mail so
addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the
telegram is delivered to the telegraph company. Any directors
may waive notice of any meeting. The attendance of a director
at a meeting shall constitute a waiver of notice of such
meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of directors
fixed by Section 2 of the Article III shall constitute a quorum
for the transaction of business at any meeting of the Board of
Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of
the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 8. Action Without a Meeting. Any action that may
be taken by the Board of Directors at a meeting may be taken
without a meeting if a consent in writing, setting forth the
action so to be taken, shall be signed before such action by all
of the directors.
SECTION 9. Vacancies. Any vacancy occurring in the Board
of Directors may be filled by the affirmative vote of a majority
of the remaining directors though less than a quorum of the
Board of Directors, unless otherwise provided by law. A
director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship
to be filled by reason of an increase in the number of directors
may be filled by election by the Board of Directors for a term
of office continuing only until the next election of directors
by the shareholders.
SECTION 10. Compensation. By resolution of the Board of
Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be
paid a stated salary as a director or a fixed sum for attendance
at each meeting of the Board of Directors or both. No such
payment shall preclude any director from serving the Corporation
in any other capacity and receiving compensation thereof.
SECTION 11. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment
thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment
of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLES IV: OFFICERS
SECTION 1. Number. The officers of the corporation shall
be a President, one or more vice Presidents, a Secretary and a
Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be
deemed necessary may be elected or appointed by the Board of
Directors, including a Chairman of the Board. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person. Officers may be directors or shareholders of
the Corporation.
SECTION 2. Election and Term of Office. The officers of
the Corporation to be elected by the board of Directors shall be
elected annually by the board of Directors at the first meeting
of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified,
or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent may be removed
by the Board of Directors whenever, in its judgement, the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall not of itself create contract rights, and
such appointment shall be terminable at will.
SECTION 4. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, may
be filled by the Board of Directors for the unexpired portion of
the term.
SECTION 5. President. The president shall be the
principal executive officer of the Corporation and, subject to
the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless there is
a Chairman of the Board, in which case the Chairman shall
preside. He may sign, with the Secretary or any other proper
officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deed,
mortgages, bonds, contract, or other instruments which the Board
of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by there Bylaws to some
other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from
time to time.
SECTION 6. Vice President. In the absence of the
president or in the event of his death, inability or refusal to
act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time
may be assigned to him by the President or by the Board of
Directors, If there is more than one Vice President, each Vice
President shall succeed to the duties of the President in order
of rank as determined by the Board of Directors. If no such
rank has been determined, then each Vice President shall succeed
to the duties of the President in order of date of election, the
earliest date having the first rank.
SECTION 7. Secretary. The Secretary shall: (a) keep the
minutes of the Board of Directors in one or more minute books
provided for the purpose; (b) see that all notices are duly
given in accordance with the provisions of the Bylaws or as
required by law; (c) be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized;
(d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such
shareholder; (e) sign with the President certificates for share
of the Corporation, the issuance of which shall have been
authorized by resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the Corporation,
and (g) in general perform all duties incident to the office of
the Secretary and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
SECTION 8. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaw; and
(c) in general perform all of the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
If required by the Board of Directors, the Treasurer shall give
a bond for the faithful discharge of his duties in such sum and
with such sureties as the Board of Directors shall determine.
SECTION 9. Salaries. The salaries of the officers shall
be fixed from time to time by the Board of Directors, and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
ARTICLE V: INDEMNITY
The Corporation shall indemnify its directors, officers and
employees as follows:
(a) Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses and
liabilities, including counsel fees, reasonable incurred by or
imposed upon him in connection with any proceeding to which he
may become involved, by reason of his being or having been a
director, officer, employee or agent of the Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of the corporation, partnership,
joint venture, trust or enterprise, or any settlement thereof,
whether or not he is a director, officer, employee or agent at
the time such expenses are incurred, except in such cases
wherein the director, officer, or employee is adjudged guilty of
willful misfeasance or malfeasance in the performance of his
duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of
Directors approves such settlement and reimbursement as being
for the best interests of the Corporation.
(b) The Corporation shall provide to any person who is or was a
director, officer, employee, or agent of the Corporation or is
or was serving at the request of the Corporation as director,
officer, employee or agent of the corporation, partnership,
joint venture, trust or enterprise, the indemnity against
expenses of suit, litigation or other proceedings which is
specifically permissible under applicable law. The Board of
Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of the
Article V.
ARTICLE VI: CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
office or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to specific
instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation, shall be
signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of
the Corporation in such banks, trust companies or other
depositories as the Board of Directors may select.
ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing
shares of the Corporation shall be in such form as shall be
determined by the Board of Directors. Such certificates shall be
signed by the President and by the Secretary or by such other
officers authorized by law and by the Board of Directors so to
do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation.
All certificates surrendered to the Corporation for transfer
shall be cancelled and no new certificate shall be issued until
the former certificate for a like number of shares shall have
been surrendered and cancelled, expect that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefore upon such terms and indemnity to the Corporation as the
Board of Directors may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the
Corporation shall be made only on the stock transfer books of the
Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes, Provided, however, that upon
any action undertaken by the shareholder to elect S Corporation
status pursuant to Section 1362 of the Internal Revenue Code and
upon any shareholders agreement thereto restricting the transfer
of said shares so as to disqualify said S Corporation status,
said restriction on transfer shall be made a part of the Bylaws
so long as said agreements is in force and effect.
ARTICLE VIII: FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st
day of January and end on the 31st day of December of each year.
ARTICLE IX: DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and condition provided by law and its
Articles of Incorporation.
ARTICLE X: CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall
be circular in form and shall have inscribed thereon the name of
the Corporation and the state of incorporation and the words,
Corporate Seal.
ARTICLE XI: WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or director of the
Corporation under the provision of the Articles of Incorporation
or under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII: AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws
may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors. The above Bylaws are
certified to have been adopted by the Board of Directors of the
Corporation on the 6th day of June, 1999.
Vincent van den Brink, Secretary
[CAPTION]
Exhibit 4.1
SPECIMEN OF COMMON STOCK CERTIFICATE
INCORPORATED UNDER THE LAWS OF THE STATE OF UTAH
MORGAN CLARK MANAGEMENT, INC.
100,000,000 Common Shares, $0.001 Par Value
Cert. No. ________
Shares_____________
THIS CERTIFIES that ____________is the registered holder of
__________________ Shares of
MORGAN CLARK MANAGEMENT, INC.
transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this
Certificate properly endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers this
_____ day of ______, A.D. 2000.
[Corporate Seal Utah]
--------------------------------
Vincent van den Brink, Secretary
Vincent van den Brink, President
The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be sold or otherwise transferred unless a compliance with the
registration provisions of such Act has been made or unless
availability of an exemption from such registration provisions
has been established, or unless sold pursuant to Rule 144 under
the Securities Act of 1933.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
Atlas Stock Transfer Company
Salt Lake City, UT 84107
ASSIGNMENT
FOR VALUE RECEIVED,______________________________
hereby sell, assign and transfer unto
(Please print or type name, address and SS# or ID number of
Assignee)
____________________________________________________________
Shares
(Type Number of Shares)
of the capital stock represented by the within certificate, and
do hereby irrevocably constitute and appoint
______________________________________________________ Attorney
(Type Full Name)
to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.
Dated:
__________________________________________
Name:
__________________________________________
Name:
Notice: The signature to this assignment must correspond with the
name as written upon the face of this certificate in every
particular without alteration or enlargement or any whatever.
Notice: Signatures must be guaranteed by a registered brokerage
firm, a bank or a trust company.
[CAPTION]
EXHIBIT 5.1
OPINION OF COUNSEL AND CONSENT
September 28, 2000
Board of Directors
Morgan Clark Management, Inc.
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Re: Morgan Clark Management, Inc.
Gentlemen:
The undersigned is counsel for Morgan Clark Management, Inc. I
have been requested to render an opinion on the tradeability of
the 50,000 shares of Morgan Clark proposed to be sold pursuant
the Morgan Clark's Registration Statement on Form SB-2. In
rendering this opinion, I have reviewed Morgan Clark's
Registration on Form SB-2, Morgan Clark's Form 10SB, the Articles
of Incorporation and By-Laws and other corporate documents. All
representations made to me in Morgan Clark documents and by
company officers and directors are deemed to be accurate. It is
my opinion that the shares to be issued will be free trading
shares. It is further my opinion that:
1. Morgan Clark is a corporation duly organized, validly existing
and in good standing and is qualified to do business in each
jurisdiction in which such qualification is required.
2. That the shares of common stock to be issued by Morgan Clark
have been reserved and, when issued, will be duly and properly
approved by Morgan Clark's Board of Directors.
3. That the shares of stock, when and as issued, will be fully
paid and non-assessable, and will be a valid and binding
obligation of the corporation.
4. That the shares of common stock have not been but will be
registered under the Securities Act of 1933, as amended (the
"Act"), and will be registered by coordination with or exempt
from the securities laws of the
state jurisdictions in which they will be sold.
I hereby consent to the use of this opinion in Morgan Clark's
Registration Statement on Form SB-2. Please feel free to contact
the undersigned should you have any further questions regarding
this matter.
Very truly yours,
Sandra S. Sawyer
SANDRA S. SAWYER
Attorney at Law
[CAPTION]
EXHIBIT 10.1
AIRWAY BUSINESS CREDIT
[Letterhead]
FINANCIAL SOLUTIONS
FOR BUSINESS AND INDUSTRY
NON-EXCLUSIVE BROKER AGREEMENT
This Non-Exclusive Broker Agreement ("Agreement") is made and
entered into by and between Airway Business Credit ("Company"),
and Morgan Clark Management, Inc. ("Broker").
For good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Company and Broker hereby agree
as follows:
1. Definitions. For purposes of this Agreement, the term
"Referred Client" shall mean all clients who enter into a
Financing Agreement or equipment leasing agreement with Company
or Company's funding source who were initially identified,
solicited and referred to Company by Broker and were not
previously identified, contacted, or solicited by Company.
2. Engagement. Company hereby engages Broker as a non-exclusive
marketing representative of the Company. Broker shall identify,
solicit and recruit businesses to enter into Financing Agreements
with Company. Company shall provide Broker with materials
concerning Company and the factoring and asset based lending
services offered by Company for use by Broker in soliciting
prospective clients. Broker shall be solely responsible for
identifying and soliciting prospective clients. Company shall not
have any obligation to accept any prospective client referred by
Broker and may reject any prospective client for any or no
reason. Broker shall abide by and comply with all instructions,
rules and policies of company.
3. Relations between Broker and Company. The relation between
Broker and Company shall be that of an independent contractor.
Broker shall not be an employee of Company. Broker shall have no
authority to contract on behalf of or otherwise bind Company.
4. Broker's Compensation. Broker's compensation shall be
negotiated and agreed to in writing in the format set forth on
Exhibit A hereto, which is incorporated herein by reference.
5. Term of Agreement. Company or Broker may terminate this
Agreement at anytime, without notice and without cause. Upon
termination of this Agreement the parties shall be excused form
the duties and obligations set forth in Section 2 Engagement. All
other rights, duties, obligations, terms and conditions of this
Agreement shall remain in full force and effect.
6. Proprietary Information and Confidentiality. Broker
acknowledges that Company has developed and will develop client
lists, sales techniques, collateral and marketing materials, data
basis on potential clients, contact and referral persons, funding
sources, relationships and other information which are
proprietary to the Company (the "Proprietary Information"). The
Proprietary Information has been developed through years of
business and substantial cost and investment to Company. The
Proprietary Information is treated by Company as confidential,
would be valuable to competitors of Company and is not readily
available to competitors of Company from other sources. In the
performance of its duties and responsibilities, Broker will be
given access to the proprietary Information. Broker acknowledges
that the Proprietary Information was not available to Broker
prior to his or her engagement by Company.
Broker agrees not to disclose, use, or allow others to use any
Proprietary Information except in the performance of Broker's
duties and responsibilities as a representative of Company.
Broker shall take all necessary actions, included those directed
by Company, to insure that confidentiality of the Proprietary
Information. During the term of this Agreement and upon
termination hereof, Broker shall not disclose, use or allow
others to use any Proprietary Information.
7. Arbitration. In the event of any dispute between the parties
hereto concerning or relating to this Agreement, upon request of
Company, the parties agree to submit the dispute to binding
arbitration in Orange County, California, in accordance with
rules of the American Arbitration Association. The cost of such
arbitration shall be paid solely by the losing party. Judgment
upon the award entered by the arbitrator may be entered in any
court of appropriate jurisdiction. If Company requests
arbitration, no suit may be brought in any jurisdiction
concerning or relating to this Agreement except to enforce
arbitration decisions or to seek injunctive relief.
8. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
9. Severability of Invalid provisions. Any provisions of this
Agreement which is prohibited or unenforceable in any
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provision
hereof, and any such prohibition or unenforceablitiy in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
10. Integrated Agreement, Amendment. This Agreement constitutes
the entire agreement between Broker and Company concerning the
subject matter hereof. All prior and contemporaneous agreements
between Company and Broker, oral or written, concerning the
subject matter hereof are rescinded. This Agreement may not be
amended or altered except in writing signed by Broker and
Company.
Dated: 9-11-2000
"Company": Airway Business Credit
-------------------------
By: Anthony L. Anish
Managing Director
"Broker": Morgan Clark Management, Inc.
By: Vincent van den Brink
--------------------------------
Vincent van den Brink/ President
[CAPTION]
EXHIBIT A
AIRWAY BUSINESS CREDIT
NON-EXCLUSIVE BROKER'S COMPENSATION
Commission: Broker shall receive a commission as follows:
Gross Income of: $0---$5000 45%; $5001---$15000 50%; $15001--
$25000 60%; $25000+ 65% per 90 day period of all gross monthly
residual fees, commissions and origination fees and equipment
leasing commissions received by Company payable within five days
of receipt by Company.
Residual fees are payable on the (30th) day of each month for the
period ending on the last day of the prior month.
The compensation shall be payable so long as the Financing
Agreement with Referred Clients remains in effect and no event of
default for either agreement has occurred thereunder.
Company:
Anthony L. Anish
Airway Business Credit
Broker: Vincent van den Brink
----------------------------
Morgan Clark Management, Inc.
Broker Federal ID # 87-0633496
[CAPTION]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's
report dated August 28, 2000 and the related statements of
income, stockholder's equity, and cash flows for the years then
ended in the Registration Statement on Form SB-2, and any other
references to me in the Registration Statement.
KURT D. SALIGER, CPA
Kurt D. Saliger
Certified Public Accountant
Las Vegas, Nevada
September 28, 2000
[CAPTION]
EXHIBIT 99
SUBSCRIPTION AGREEMENT
MORGAN CLARK MANAGEMENT, INC.
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Gentlemen:
The undersigned has read and understands the matters set forth in
your prospectus dated October ____, 2000. The undersigned
represents as set forth below and subscribes to purchase
________Shares at $0.50 per Share, for $_______________, subject
to your acceptance of this subscription. There is no minimum
contingency and proceeds may be utilized at the issuer's
discretion. If any checks are delivered to any NASD member, the
member must promptly, by noon of the next business day, transmit
all checks received to the issuer or any person entitled thereto.
The undersigned, if an individual, is a resident of, or, if a
corporation, partnership or trust, has as its principal place of
business:
The State of New York_____
The State of Florida_____
The District of Columbia__________
Other State _____________
A State foreign to U.S.A._________________
Dated:
Signature(s):
If not an individual: Sign Below Individual(s):
_________________________________
Signature:
__________________________________
__________________________________
Name of Corporation, Trust,
Print or type name of Signer
or Partnership
__________________________________
P.O. Box or Street Address
___________________________________
__________________________________
State where incorporated,
City, State
organized, or domiciled
_______________________________________
SS#_______________________________
Print Signer's Capacity
__________________________________________
Tel:______________________________
City, State and Zip Code
Fax:____________________________________
Tax ID Number___________________________
Telefax ________________________________
Phone Numbers __________________________
