SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(g) of the Securities Exchange Act of 1934
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BBB-Huntor Associates, Inc.
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Nevada 91-2006973
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
PMB 318, 24843 Del Prado Dana Point, CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
10,000,000
December 22, 1999
The EXHIBIT INDEX is located at page 26 of this Registration Statement
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called "OTCBB". This Registrant's
common stock is not presently quoted on the OTCBB or elsewhere and had never
traded in brokerage transaction. The requirements of the OTCBB are that the
financial statements and information about the Registrant be reported
periodically to the Commission and be and become information that the public can
access easily. This Registrant wishes to report and provide disclosure
voluntarily, and will file periodic reports in the event that its obligation to
file such reports is suspended under the Exchange Act. If and when this 1934 Act
Registration is effective and clear of comments by the staff, this Registrant
will be eligible for consideration for the OTCBB upon submission of one or more
NASD members for permission to publish quotes for the purchase and sale of the
shares of the common stock of the Registrant.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
company, by which the private company's shareholders acquire control of the
public company. While no negotiations are in progress, and no potential targets
have been identified, the business plan of this Registrant is to find such a
target or targets, and attempt to acquire them for stock. While no such
arrangements or plans have been adopted or are presently under consideration, it
would be expected that a reverse acquisition of a target company or business
would be associated with some private placements and/or limited offerings of
common stock of this Registrant for cash. Such placements, or offerings, if and
when made or extended, would be made with disclosure and reliance on the
businesses and assets to be acquired, and not upon the present condition of this
Registrant.
This Registrant was not a "Blank Check Company", commonly called a "Blind
Pool", as referred to in either Rule 419 or Rule 504, or Regulation A, at any
time its founders or others were offered, purchased or acquired the outstanding
securities of this Registrant.
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Item 1. Description of Business.
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(a) Business Development.
(1) Form and Year of Organization. This Corporation ("the Registrant") was
duly incorporated in Nevada on or about July 2, 1990 for the purpose of engaging
in any lawful business activity. The Registrant was re-incorporated in Nevada
without change of management or equity on September 28, 1999, to re-activate it
after a period of dormancy. The Registrant has never had any operations and is
currently seeking a profitable business combinations. Registrant has no Internet
address.
The Registrant has 10,000,000 shares of common stock issued and
outstanding, and no other class or classes of equity or debt securities. All of
these shares of common stock were issued in 1990, for organization services, at
par value, to eleven organizers and in connection with the organization of the
Registrant. Substantially all of its 4,900,000 non-affiliate owned shares have
become free of restriction in conformity with Rule 144. There are no lock-up or
shareholder pooling agreements between or among shareholders of this Registrant.
All shares are owned and controlled independently by the persons to whom they
are issued. As a practical matter, the Registrant is required to register its
common stock pursuant to ss.12(g) of the 1934 Act, and to pursue acceptance for
quotation on the
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OTCBB if it is to have any chance to compete in with other Registrants or
registrants, for business combinations by reverse acquisition.
The remaining 5,100,000 shares of the Registrant's common stock is held by
its single principal shareholder and remain subject to certain restrictions
under the affiliate provisions of Rule 144.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Registrant. This Company has no current business. Its
business plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders. It has no day to day
operations at the present time. Its officers and directors devote only
insubstantial time and attention to the affairs of this Registrant at the
present time, for the reason that only such attention is presently required.
Management has adopted a conservative and patient policy of seeking
opportunities of exceptional quality, in management's view, and to accept that
it may have to wait longer, as a result, before consummating any transactions to
create profitability for its shareholder. Management recognizes that the higher
the standards it imposes upon itself, the greater may be it competitive
disadvantages with other more attractive acquiring interests or entities.
Limited Scope and Number of Possible Acquisitions: The Company does not
intend to restrict its consideration to any particular business or industry
segment, and the Company may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Company's limited resources, the scope and number of suitable candidate business
ventures available will be limited accordingly, and most likely the Company will
not be able to participate in more than a single business venture. Accordingly,
it is anticipated that the Company will not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This lack of
diversification will not permit the Company to offset potential losses from one
business opportunity against profits from another. To a large extent, a decision
to participate in a specific business opportunity may be made upon management's
analysis of the quality of the other firm's management and personnel, the
anticipated acceptability of new products or marketing concepts, the merit of
technological changes and numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective criteria. In
many instances, it is anticipated that the historical operations of a specific
firm may not necessarily be indicative of the potential for the future because
of the necessity to substantially shift a marketing approach, expand operations,
change product emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the management of a business
opportunity to identify such problems and to implement, or be primarily
responsible for the implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or with a firm
which is entering a new phase of growth, it should be emphasized that the
Company may incur further risk due to the failure of the target's management to
have proven its abilities or effectiveness, or the failure to establish a market
for the target's products or services, or the failure to prove or predict
profitability.
Probable Industry Segments for Acquisition. While the Company does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high- technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
Reporting under the 1934 Act. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and
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foremost, a 1934 Registrant is required to file an Annual Report on Form 10-K or
10-KSB, 90 days following the end of its fiscal year. The key element of such
annual filing is Audited Financial Statement prepared in accordance with
standards established by the Commission. A 1934 Act Registrant also reports on
the share ownership of affiliates and 5% owners, initially, currently and
annually. In addition to the annual reporting, a Registrant is required to file
quarterly reports on Form 10-Q or 10-QSB, containing audited or un-audited
financial statements, and reporting other material events. Some events are
deemed material enough to require the filing of a Current Report on Form 8- K.
Any events may be reported currently, but some events, like changes or
disagreements with auditors, resignation of directors, major acquisitions and
other changes require aggressive current reporting. All reports are filed and
become public information. The practical effects of the foregoing requirements
on the criteria for selection of a target company are two-fold: first, the
target must have audited or auditable financial statements, and the target must
complete an audit for filing promptly upon the consummation of any acquisition;
and, second, that the target management must be ready, willing and able to carry
forth those reporting requirements or face de-listing from the OTCBB, if listed,
and delinquency and possible liability for failure to report.
Transactions with Management. There is no present or foreseeable potential
that this Registrant will acquire a target business or company in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transaction do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public Registrants amenable to reverse
merger transactions.
Finders fees for Management. No finders fees, commissions or other bonuses
to either Management, Principal Shareholder, or affiliates, for securing or in
connection with any acquisition. will be paid or payable, as a matter of both
current economic conditions and corporate policy. Management has determined that
in its view of the current market for such transactions, such fees or bonuses
are not justifiable. Management is identified with the principal shareholder.
The Principal Shareholder might be expected to sell all or part of its
controlling interest for consideration from the acquiring shareholders of the
acquisition target. Depending on the quality of the target company, the
principal shareholder may sell all, some or none of the control block, as
matters for arm's length deal- making, when it comes to that stage.
Additionally, the Principal Shareholder is the Principal Consultant and
provides, has provided and may provide corporate services to the Registrant.
Other than possible reimbursements for expenses advanced, the principal
shareholder has no consulting agreement with the Registrant for other
compensation, and expects to receive none. Management is beneficially interested
in the share ownership of the principal shareholder and expects to profit
thereby, and only thereby, upon effecting a profitable acquisition for the
benefit of all shareholders.
Loan Financing not anticipated. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage. It is likely that the Principal shareholder may make certain
advances on behalf of the Registrant to maintain its corporate franchise and to
insure compliance with its filing requirements as they may occur.
Dependence on Management. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, MANAGEMENTS DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION, and also Item 7 of this Part, CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.
(1) Principal Products or Services and their Markets. None.
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(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
(4) Competitive business conditions and the small business Registrant's
competitive position in the industry. Other better capitalized firms are engaged
in the search for acquisitions or business combinations which firms may be able
to offer more and may be more attractive to acquisition candidates. This
Registrant became a candidate for reverse acquisition transactions only this
past October. Management, in evaluating market conditions and unsolicited
proposals, has formed the estimate that the selection of a business combination
is probable within the next twelve months. There is no compelling reason why
this Registrant should be preferred over other reverse-acquisition public
corporation candidates. It has no significant pool of cash it can offer and no
capital formation incentive for its selection. It has a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" this Registrant is
unimpressive, in the judgement of management, and totally lacking in unique
features which would make it more attractive or competitive that other "public
shell companies". While management believes that the competition of other
"public shell companies" is intense and growing, it has no basis on which to
quantify its impression. This Registrant is not desperate or overly eager to
find a business partner, and its management has resolved to allow such time as
may be required to find an opportunity of superior value and potential.
Notwithstanding the confidence of management in its knowledge, skill and that of
its consultants and principal shareholder, there can be no assurance that this
Registrant will prove competitively attractive to the kinds of transactions it
seeks. Please See the Item 2 of this part, MANAGEMENT DISCUSSION AND ANALYSIS,
for more information and disclosure.
(5) Sources of and availability of raw Materials and the names of principal
suppliers. Not Applicable
(6) Dependence on one or a few major customers. Not Applicable
(7) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(8) Need for any government approval of principal products or services and
status. Not Applicable
(9) Effect of existing or probable governmental regulations on the
business. Not Applicable. However, this Registrant would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This Registrant
wishes to report and provide disclosure voluntarily, and will file periodic
reports in the event that its obligation to file such reports is suspended under
the Exchange Act. If and when this 1934 Act Registration is effective and clear
of comments by the staff, this Registrant will be eligible for consideration for
the OTCBB upon submission of one or more NASD members for permission to publish
quotes for the purchase and sale of the shares of the common stock of the
Registrant. In connection with such submission and any continuation on the
OTCBB, this Registrant would expect to comply with NASD regulations, to the
extent that any such regulations are applicable to the conduct of the
Registrant's affairs.
(10) Estimate of amount spent on research and development in each of last
two years. None.
(11) Costs and effects of compliance with environmental laws. Not
Applicable
(12) Number of total employees and full-time employees. None.
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(13) Year 2000 Compliance, effect on customers and suppliers. None. The
Registrant has no computers or digital equipment of its own, no suppliers or
customers. Accordingly, the Registrant has determined that it is faced with no
year 2000 compliance issues other than those shared by the public in general.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. This Registrant has recently revived following a period
of dormancy for the past seven years and has no current business. Its business
plan is to seek one or more profitable business combinations or acquisitions to
secure profitability for shareholders.
(1) Plan of Operation for the next twelve months. This Registrant's Plan of
Operation for the next twelve months is two-fold: first, to qualify its common
stock for quotation on the OTC Bulletin Board; and second, to search for and
secure a profitable business combination. The first is to be accomplished by (a)
the effectiveness of this 1934 Act Registration of its common shares, clear of
comments by the SEC Staff, and (b) the submission by one or more market-maker
broker/dealers of these common shares for permission to publish quotations on
the OTCBB. The National Association of Securities Dealers (NASD) reviews such
submissions, comments and when comments have cleared, allows broker/dealers to
publish such quotes.
The second, the search for an acquisition target, will not commence until
and unless this Registrant can complete the first, achieving quotation on the
OTCBB. The Registrant would estimate that first phase might be completed within
about the next four months, and that a target might be identified and acquired
within the next twelve months.
Mr. James, the President of this Registrant, and of this Registrant's
Principal shareholder HJS Financial Services, Inc., will be responsible for
seeking and evaluating potential targets for acquisition, when and if this
Registrant begins its search and evaluation. Please refer to Item 7 of this
Part, DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS for more
information concerning Mr. James experience in evaluating businesses for
acquisition and for other purposes.
The Registrant does believe it to be necessary for this Registrant to
advertise, or for management to travel in search of candidates. It is likely
that management might travel in connection with a candidate it intends to select
and with which it intends to enter into a committed relationship, to conduct due
diligence before finalizing and acquisition on behalf of shareholders.
(i) Cash Requirements and of Need for additional funds, twelve months. This
Company has no immediate or forseeable need for additional funding, from
sources outside of its principal shareholder, the next twelve months. The
expenses of its audit, legal and professional requirements, including
expenses in connection with this 1934 Act Registration of its common stock,
have been and continue to be advanced by its management and principal
shareholder. No significant cash or funds are required for its Management
to evaluate possible transactions. The Registrant enjoys the non-exclusive
use of office, telecommunication and incidental supplies of stationary,
provided by its Officers and Attorneys. These Officers, Directors, and
Attorneys of these Registrant are substantially the same as those of its
principal shareholder, such that its maintenance expenses are minimal and
manageable during this period and for the foreseeable future.
The following language is found in the notes of the independent auditor,
Note 2, Going Concern: "The Company has no assets and has had substantial
operating losses for the past several years and is dependant upon outside
financing to start operations. Management plans to find an operating company to
merge with, thus creating the necessary revenue."
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As previously state, this Registrant does not foresee the need for funding
during the next twelve months from sources outside of its principal shareholder.
The following language is found in the notes of the independent auditor,
Note 3, Development Stage Company: "The Company is a development stage company
defined in Financial Standards Board Statement No. 7. It is concentrating
substantially all of its efforts in raising capital and developing its
business."
This standard definition of a "Development Stage Company" should not be
misread to indicate that the Registrant is engaged or will engage in any capital
formation or fund raising activities before an acquisition target is identified
and confirmed. It is unlikely that this company could attract capital before it
identified an acquisition target. It is likely that this company can attract
capital when it has done so, based upon the attractiveness of businesses and
assets to be acquired.
In the event, contrary to the expectation of management, that no
combination is made within the next twelve months, this Registrant may be forced
to effect some additional advances from its Principal Shareholder, for costs
involved in maintenance of corporate franchise and filing reports as may be
required, when and if this 1934 Act registration is effective. Should this
become necessary, the maximum amount of such advances is estimated not to exceed
$20,000.00. No agreement by the Principal shareholder to make such advances is
in place, and no guarantee can presently be given that additional funds, if
needed, will be available. It is by far more likely that advances will take the
form of providing services on a deferred compensation basis. Should further
auditing be required, such services by the Independent Auditor may not be the
subject of deferred compensation.
As reflected in the Financial Statements of this Registrant, provided with
this Registration Statement, it has not been necessary for the any shareholder
to advance operational funds to this Registrant, from inception through the nine
months ended September 30, 1999. In as much as this period was a period of
substantial dormancy, it may not be reflective of the next twelve months. While
Management presently serves without compensation, certain expenses of audit,
filing fees, copying and printing, and certain legal and professional expenses
are currently being incurred. There being no cash in the Registrant, these
expenses are being discharged by advances from the principal shareholder.
This Registrant does not anticipate any contingency upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, as the case may be, generally to
provide accessible public information to interested parties, and also
specifically to maintain its qualification for the OTCBB, if and when the
Registrant's intended application for submission might be effective, following
the current 1934 Registration.
(ii) Summary of Product Research and Development. None.
(iii) Expected purchase or sale of plant and significant equipment. None.
(iv) Expected significant change in the number of employees. None.
(b) Discussion and Analysis of Financial Condition and Results of Operations.
The following discusses this small business Registrant's financial condition,
and results of operation for each of the past two fiscal years, with emphasis on
the future prospects.
(i) Operations and Results for the past two fiscal years. None. This
Company has been dormant and inactive for the past two years without any
operation or activity. It has incurred only nominal accrued expenses,
without revenues to date.
(ii) Future Prospects. The Company is unable to predict definitively when
it may participate in a business opportunity. The reason for this
uncertainty arises from its limited resources, and
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competitive disadvantages with respect to other public or semi-public
Registrants. Notwithstanding the foregoing cautionary statements, assuming
the continuation of current conditions, this Registrant would expect to
proceed to select a business combination within no sooner than six months
and complete an acquisition within he next twelve months. It cannot attract
a partner before it can effect quotation of its common stock on the OTCBB.
The Registrant has predicted that it will participate in a business
opportunity within the next twelve months, not withstanding its limited
resources, and competitive disadvantages with respect to other public or
semi-public Registrants. Such a forward looking statement must be recognized as
such. Unexpected events, changes in market conditions, loss of experienced
management personnel, and the like, certainly require that management's
expectations be evaluated in the light of the basis for such forward looking
statements. There are no guaranties of success at any stage.
(c) Reverse Acquisition Candidate. The Registrant is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of the Registrant at such time. This
would likely take the form of a reverse acquisition. That means that this
Registrant would likely acquire businesses and assets for stock in an amount
that would effectively transfer control of this Registrant to the acquisition
target company or ownership group. It is called a reverse-acquisition because it
would be an acquisition by this Registrant in form, but would be an acquisition
of this Registrant in substance. Capital formation issues for the future of this
Registrant would arise only when targeted business or assets have been
identified. Until such time, this Registrant has no basis upon which to propose
any substantial infusion of capital from sources outside of its circle of
affiliates.
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target company. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target company or business would be associated with
some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure of and reliance on the businesses and
assets to be acquired, and not upon the present or future condition of this
Registrant as without revenues or assets.
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Item 3. Description of Property.
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The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys.
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Item 4. Security Ownership of Certain Beneficial Owners and Management.
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(a) Security Ownership of Certain Beneficial Owners. To the best of Registrant's
knowledge and belief the following disclosure presents the total security
ownership of management, affiliates and all persons, entities and groups, known
to or discoverable by Registrant, to be the beneficial owner or owners of more
than five percent of any voting class of Registrant's stock. More than one
person, entity or group could be beneficially interested in the same securities,
so that the total of all percentages may accordingly exceed one hundred percent
of some or any classes. Please refer to explanatory notes if any, for
clarification or additional information.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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<TABLE>
<CAPTION>
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Name and Address of Beneficial Owner Share Share
Ownership % Attribution %
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<S> <C> <C> <C> <C> <C>
Kirt W. James (1) 0 0.00 5,100,000 51.00
PMB 318
24843 Del Prado
Dana Point, CA 92629 President/Director
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William Stocker (1) 0 0.00 5,100,000 51.00
Attorney at Law
34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, Secretary/Director
======================================================================================================================
Officers and Directors as a Group 0 0.00 5,100,000 51.00
======================================================================================================================
HJS Financial Services, Inc. 5,100,000 51.00 5,100,000 51.00
PMB 318
24843 Del Prado
Dana Point, CA 92629
======================================================================================================================
Total Shares Issued and Outstanding (2) 10,000,000 100.00 10,000,000 100.00
======================================================================================================================
</TABLE>
(1) Mr. James and Mr. Stocker are President and Secretary of HJS Financial
Services, Inc. Mr. James is its 100% owner. In addition to displaying the actual
shares of each, individual, the share ownership of HJS is shown as attributed to
each. Mr. Stocker is General Counsel of HJS and Special Securities counsel to
this Registrant.
(2) The remaining 4,900,000 shares are owned by ten non-affiliate shareholders,
each owning 4,900 shares, or 4.90% each.
(b) Changes in Control. There are no arrangements known to Registrant, including
any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control of the Registrant. The Registrant
is searching for a profitable business opportunity. The Registrant is searching
for a profitable business opportunity. The acquisition of such an opportunity
could and likely would result in some change in control of the Registrant at
such time. This would likely take the form of a reverse acquisition. That means
that this Registrant would likely acquire businesses and assets for stock in an
amount that would effectively transfer control of this Registrant to the
acquisition target company or ownership group. It is called a
reverse-acquisition because it would be an acquisition by this Registrant in
form, but would be an acquisition of this Registrant in substance.
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
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The following persons are the Directors of Registrant, having taken office
from the inception of the Registrant, to serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined and is not likely to take place before a targeted acquisition or
combination is determined.
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Item 6. Executive Compensation.
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There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized at any time before an
acquisition is effected. Present management is not expected to be the subject of
such compensation then. Such future plan of compensation as may be adopted after
acquisition would be expected to encompass new management and not present
management. Present management has indicated previously that it will not be
compensated by any finders fees or other indirect compensation for its services
as management on behalf of shareholders. Management is beneficially interested
in the share ownership of the principal shareholder and expects to profit
thereby, and only thereby, upon effecting a profitable acquisition for the
benefit of all shareholders.
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Item 7. Certain Relationships and Related Transactions.
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(a) Mr. James and Mr. Stocker are President and Secretary of HJS Financial
Services, Inc. Mr. James is its 100% owner. In addition to displaying the actual
shares of each, individual, the share ownership of HJS is shown as attributed to
each. Mr. Stocker is General Counsel of HJS and Special Securities counsel to
this Registrant. Other than possible reimbursements for expenses advanced, the
principal shareholder has no consulting agreement with the Registrant for other
compensation.
(b) The remaining 4,900,000 shares are owned by ten non-affiliate
shareholders, each owning 4,900 shares, or 4.90% each. Each of the non-affiliate
shareholders have pre-existing relationships with the Registrant and may have
conducted business with management from time to time, in connection with other
matters. There are no material relationships between or among the Registrant and
its shareholders other than those disclosed in this Item. There are no
agreements or arrangements between or among the Registrant and its shareholders
for any person or entity, other than the named shareholder, to own, vote,
control or dispose of such shareholder's shares of common stock.
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Item 8. Description of Securities.
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The Registrant's Capital Authorized and Issued. The Registrant is authorized to
issue 100,000,000 shares of a single class of common voting equity stock, of par
value $0.001, of which 10,000,000 shares are issued and outstanding.
Common Stock. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining,
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after creditors, and holders of any class of stock having liquidation rights
senior to holders of shares of Common Stock, have been paid in full.
Secondary Trading rafters to the marketability to resell the securities of this
Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to ss.3 of the Securities Act of 1933. Securities which have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the restrictions of Rule 144 are (a) a basic one year
holding period from purchase; and (b) a limitation of the amount any shareholder
may sell during the second year, as to non-affiliates of the Registrant;
however, as to shares owned by affiliates of the Registrant, the second-year
limitation of amounts attaches and continues indefinitely, at least until such
person has ceased to be an affiliate for 90 days or more. The limitation of
amounts is generally 1% of the total issued and outstanding in any 90 day
period.
Unrestricted Shares of Common Stock. 10,000,000 shares are issued and
outstanding. 5,100,000 shares are held by affiliates of the Registrant. These
affiliate shares were issued more than two years ago, pursuant to ss.4(2) of the
1933 Act. Rule 144 would permit affiliate sales in limited amounts, commonly
called "dribbling". 4,900,000 shares were issued pursuant to ss.4(2) of the
Securities Act of 1933 more than two years ago, and held continuously by are
owned by non- affiliates of the Registrant, and these shares are believed to be
unrestricted securities which could be sold in brokerage transaction in
compliance with Rule 144. The common stock of this Registrant has never traded
in brokerage transactions and is not expected to be so tradable until this
Registrant shall have successfully registered its common stock, as a class of
securities, pursuant to the Securities Exchange Act of 1934.
Options and Derivative Securities. There are no outstanding options, warrants or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
Risks of "Penny Stock." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stock share stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
Registrants with net tangible assets less than $2,000,000 (if the Registrant has
been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that
11
<PAGE>
transactions in penny stocks are suitable for the investor and that the investor
has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker--dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
12
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on Registrant's Common Equity
and Shareholder Matters Equity and Shareholder Matters.
- --------------------------------------------------------------------------------
(a) Market Information. The Common Stock of this Registrant has never traded in
brokerage transaction or been qualified to do so. Accordingly no trading history
exists or market-based value can be assigned to the shares of this Registrant's
common stock. This Registrant has no substantial assets or businesses, and
accordingly no other basis exists for attributing a present value to the shares
of its common stock.
(b) Holders. There are presently 66 shareholders of the common stock of this
Registrant. This small number of shareholders would be expected to be augmented
when and if the acquisition of a target business is effected. Until and unless a
target is identified, it is not possible to anticipate how such an acquisition
might affect the total number of shareholders resulting from such transactions.
(c) Dividends. No cash dividends have been paid by the Company on its Common
Stock or otherwise and no such payment is anticipated in the foreseeable future.
(d) Reverse Acquisitions. A reverse acquisition of a target business or company
would be expected to involve a change of control of the Registrant, and the
designation of new management. The financial statements of this Registrant would
become largely unreflective of the true condition of the Registrant after such
an acquisition. Shareholder approval would be solicited, pursuant to the laws of
the State of Nevada, to approve the acquisition, change of control, and any
material corporate changes incidental to the reorganization of this Registrant.
In connection with the solicitation of shareholder approval, whether or not
proxies are solicited, the Registrant would provide shareholders with the
fullest possible disclosure of all information material to shareholder
consideration, and such disclosure would include audited financial statements of
the target entity, if available. If shareholder approval is sought in advance of
audited financial statements of an acquisition target, the authority of
management to consummate any transaction would be contingent on a proper audit
of the target meeting the criteria of any un-audited information relied upon by
shareholders.
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings.
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants.
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
13
<PAGE>
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- --------------------------------------------------------------------------------
There have been no recent sales of unregistered securities of this
Registrant, or any such sales or placements, for more than the three most recent
fiscal or calendar years.
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors.
- --------------------------------------------------------------------------------
There are no provisions in the Articles of Incorporation, By-Laws, Minutes
or Resolution of this Registrant for indemnification of anyone for any reason.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
14
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
Audited Financial Statements: for the nine months ended September 30, 1999,
and for the years ended December 31, 1998 and 1997, are provided as FINANCIAL
STATEMENT: ATTACHMENT F-1, in the body of this filing.
Selected Financial Information
================================================================================
9/30/99 12/31/98 12/31/97
================================================================================
$ $ $
Total Assets 0 0 0
- --------------------------------------------------------------------------------
Revenues 0 0 0
- --------------------------------------------------------------------------------
Operating Expenses 0 0 0
- --------------------------------------------------------------------------------
Net Earnings or (Loss) (0) (0) (0)
- --------------------------------------------------------------------------------
Per Share Earnings
or (Loss) (.000) (.000) (.000)
- --------------------------------------------------------------------------------
Average Common
Shares Outstanding 10,000,000 10,000,000 10,000,000
================================================================================
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
- --------------------------------------------------------------------------------
F-1 AUDITED FINANCIAL STATEMENTS: years ended December 31, 1998, 16
1997; nine months ended September 30, 1999
================================================================================
15
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
years ended December 31, 1998, 1997;
nine months ended September 30, 1999
- --------------------------------------------------------------------------------
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Financial Statements
September 30, 1999, December 31, 1998 and 1997
<PAGE>
CONTENTS
Independent Auditor's Report...................................................3
Balance Sheets.................................................................4
Statements of Operations.......................................................5
Statements of Stockholders' Equity.............................................6
Statements of Cash Flows.......................................................7
Notes to the Financial Statements..............................................8
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
BBB-Huntor Associates, Inc.
We have audited the accompanying balance sheets of BBB-Huntor Associates, Inc.
(a Development Stage Company) as of September 30, 1999, December 31, 1998 and
1997 and the related statements of operations, stockholders' equity and cash
flows for the nine months ended September 30, 1999 and the years ended December
31, 1998 and 1997, and from inception on July 2, 1990 through September 30,
1999. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BBB-Huntor Associates, Inc. (a
Development Stage Company) as of September 30, 1999, December 31, 1998 and 1997,
and the results of its operations and cash flows for the nine months ended
September 30, 1999 and the years ended December 31, 1998 and 1997, and from
inception July 2, 1990 through September 30, 1999, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has no assets, has had continual operating
losses and is dependent on financing to continue operations. These factors raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in the Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ CROUCH BIERWOLF & CHISHOLM
Salt Lake City, Utah
October 19, 1999
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
December 31,
September 30, --------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
Current assets
Cash $ -- $ -- $ --
-------- -------- --------
Total Current Assets -- -- --
-------- -------- --------
Total Assets $ -- $ -- $ --
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Liabilities $ -- $ -- $ --
-------- -------- --------
Stockholders' Equity
Common Stock $.001 par value;
100,000,000 shares authorized;
10,000,000 shares issued and
outstanding 10,000 10,000 10,000
-------- -------- --------
Additional Paid in Capital -- -- --
-------- -------- --------
Retained earnings (10,000) (10,000) (10,000)
-------- -------- --------
Total Stockholders' Equity -- -- --
-------- -------- --------
Total Liabilities and Stockholders' Equity $ -- $ -- $ --
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
For the Nine Cumulative
Month Ended For the years Total
September 30, ended December 31, Since
1999 1998 1997 Inception
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
REVENUES: $ -- $ -- $ -- $ --
--------------- --------------- --------------- ---------------
EXPENSES:
Amortization -- -- -- 10,000
--------------- --------------- --------------- ---------------
TOTAL EXPENSES -- -- -- 10,000
--------------- --------------- --------------- ---------------
NET (LOSS) $ -- $ -- $ -- $ (10,000)
=============== =============== =============== ===============
NET LOSS PER SHARE $ (.000) $ (.000) $ (.000) $ (.001)
=============== =============== =============== ===============
WEIGHTED AVERAGE SHARES
OUTSTANDING 10,000,000 10,000,000 10,000,000 10,000,000
=============== =============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid In Development
Shares Amount Capital Stage
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Issuance of common shares for
organizational costs 10,000,000 $ 10,000 $ -- $ --
Net Loss for the year ended
December 31, 1990 -- -- -- (997)
----------- ----------- ----------- -----------
Balance December 31, 1990 10,000,000 10,000 -- (997)
Net Loss for the years ended
December 31, 1991 through
December 31, 1996 -- -- -- (9,003)
----------- ----------- ----------- -----------
Balance December 31, 1996 10,000,000 10,000 -- (10,000)
Net Loss for the year ended
December 31, 1997 -- -- -- --
----------- ----------- ----------- -----------
Balance December 31, 1997 10,000,000 10,000 -- (10,000)
Net Loss for the year ended
December 31, 1998 -- -- -- --
----------- ----------- ----------- -----------
Balance December 31, 1998 10,000,000 10,000 -- (10,000)
Net Loss for the nine months ended
September 30, 1999 -- -- -- --
----------- ----------- ----------- -----------
Balance September 30, 1999 10,000,000 $ 10,000 $ -- $ (10,000)
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
From
For the inception on
Nine months For the years July 2,
ended ended December 31, 1990 through
September 30, ------------------------- September 30,
1999 1998 1997 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash Flows from Operating
Activities
Net Loss $ -- $ -- $ -- $ (10,000)
Amortization -- -- -- 10,000
Increase/decrease in liabilities -- -- -- --
----------- ----------- ----------- -----------
Net cash flows provided by
(used in) operating activities -- -- -- --
----------- ----------- ----------- -----------
Net cash flows provided by
(used in) investing activities -- -- -- --
----------- ----------- ----------- -----------
Cash Flows from Financing
Activities:
Proceeds from issuance of
common stock for cash -- -- -- --
----------- ----------- ----------- -----------
Net cash flows provided by
(used in) financing activities -- -- -- --
----------- ----------- ----------- -----------
Net increase (decrease) in cash -- -- -- --
----------- ----------- ----------- -----------
Cash and Cash Equivalents at
Beginning of period -- -- -- --
----------- ----------- ----------- -----------
Cash and Cash Equivalents at
End of period $ -- $ -- $ -- $ --
=========== =========== =========== ===========
Supplemental Cash Flow Information
Cash paid for:
Interest $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Taxes $ -- $ -- $ -- $ --
----------- ----------- ----------- -----------
Non Cash Financing Activities:
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Notes to the Financial Statements
September 30, 1999, December 31, 1998 and 1997
NOTE 1 - SUMMARY OF ACCOUNTING POLICIES
a. Organization
BBB-Huntor Associates, Inc. (the Company) was incorporated in the
state of Nevada on July 2, 1990. The Company was organized for the
purpose of engaging in any lawful business activity. The Company
currently has no operations and is searching for a merger candidate or
business opportunity in which to generate necessary revenues.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
c. Fiscal Year
The Company has a calendar year end for financial reporting.
d. Earnings (Loss) Per Share
The computations of earnings (loss) per share of common stock are
based on the weighted average number of share outstanding at the date
of the financial statements.
e. Provision for Taxes
No provision for income taxes has been made due to net operating loss
carryforwards totaling $10,000 at September 30, 1999. Net operating
loss carryforwards begin expiring in 2005. No tax benefit has been
reported in the financial statements because the management believes
there is a 50% or greater chance the carryforward will expire unused.
f. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less when purchased to be cash equivalents.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has no
assets and has had substantial operating losses for the past several
years and is dependant upon outside financing to start operations.
Management plans to find an operating company to merge with, thus
creating necessary operating revenue.
8
<PAGE>
BBB-Huntor Associates, Inc.
(a Development Stage Company)
Notes to the Financial Statements
September 30, 1999, December 31, 1998 and 1997
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Standards Board Statement No. 7. It is concentrating substantially all
of its efforts in raising capital and developing its business
operations.
NOTE 4 - Stockholders' Equity
During the year ended December 31, 1990 the Company issued 10,000,000
shares of common stock in exchange for organizational costs valued at
$10,000.
9
<PAGE>
- --------------------------------------------------------------------------------
PART III
- --------------------------------------------------------------------------------
Item 1. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
================================================================================
Exhibit Table Category / Description of Exhibit Page
Table Number
#
- --------------------------------------------------------------------------------
[2] Articles/Certificates of Incorporation, and By-Laws
- --------------------------------------------------------------------------------
2.1 ARTICLES OF INCORPORATION: Nevada re-Incorporation. 28
- --------------------------------------------------------------------------------
2.2 ARTICLES OF INCORPORATION: Nevada Incorporation. 31
- --------------------------------------------------------------------------------
2.3 BY-LAWS 36
================================================================================
26
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
authorized.
BBB-Huntor Associates, Inc.
by
/s/ /s/
- ----------------------- -----------------------
Kirt W. James William Stocker
PRESIDENT/DIRECTOR SECRETARY/DIRECTOR
27
- --------------------------------------------------------------------------------
Exhibit 2.1
Articles of Incorporation: Nevada re-Incorporation.
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF INCORPORATION
OF
BBB-Huntor Associates, Inc.
Article I. The name of the Corporation is BBB-Huntor Associates, Inc.
Article II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc..
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
100,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$100,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than (7) persons.
Article VII. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than seven (7) persons. The Initial Director of the
corporation, whose name and address is KIRT W. JAMES, 34700 Pacific Coast
Highway, Suite #303, Capistrano Beach CA 92624, to serve until the next regular
meeting of shareholders or until their successors are elected.
Article VIII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
29
<PAGE>
Article IX. The initial By-laws of the corporation shall be adopted by its
Board of Directors. The power to alter, amend or repeal the By-laws, or adopt
new By-laws, shall be vested in the Board of Directors, except as otherwise may
be specifically provided in the By-laws.
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
September 22, 1999.
/s/
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
30
- --------------------------------------------------------------------------------
Exhibit 2.2
Articles of Amendment: Nevada Incorporation.
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF INCORPORATION
OF
BBB-HUNTOR ASSOCIATES, INC.
First: The name of the corporation is: BBB-Huntor Associates, Inc.
Second: Its principal place in the State of Nevada is located at 1000 East
William Street, Suite 100, Carson City, Nevada 89701, that this corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
Third: The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same by devise or bequest in the State of Nevada, or in any other state,
territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make by-laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transactions of its business, and the calling and holding of meetings
of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if its
desires, but such use or nonuse shall not in any way affect the legality of the
document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or
<PAGE>
times, or payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefor its capital, capital surplus, surplus, or other
property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.
Fourth: That the total number of voting common stock authorized that may be
issued by the Corporation is Two Million Five Hundred Thousand (2,500,000)
shares of stock with $.01 nominal or par value and no other class of stock shall
be authorized. Said shares with $.01 nominal or part value may be issued by the
corporation from time to time for such consideration as may be fixed from time
to time by the Board of Directors.
Fifth: The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced by less than one (1).
The name and post office address of the first Board of Directors shall be
one (1) number and listed as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Lewis E. Laughlin 1000 East William Street, Suite 100
Carson City, Nevada 89701
Sixth: The capital stock, after the amount of the subscription price or par
value, has been paid in, shall not be subject to assessment to pay the debts of
the incorporation.
Seventh: The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
<PAGE>
NAME POST OFFICE ADDRESS
---- -------------------
Lewis E. Laughlin 1000 East William Street, Suite 100
Carson City, Nevada 89701
Eighth: The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the principal or statutory address of this
corporation in the State of Nevada, shall be:
1000 East William Street, Suite 100
Carson City, Nevada 89701
Ninth: The corporation is to have perpetual existence.
Tenth: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By- Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid, in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its goodwill and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
1 Eleventh: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
Twelfth: No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director of officers (i) for acts or
omissions which involve intentional misconduct, fraud or knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only,
<PAGE>
and shall not adversely affect any limitation on the personal liability of a
director or officer of the Corporation for acts or omissions prior to such
repeal or modification.
Thirteenth: This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, accordingly here
hereunto set my hand this 7th day of June, 1990.
\s\
-----------------------
Lewis E. Laughlin
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 7th day of June, 1990, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Lewis E. Laughlin
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that he executed the same.
\s\
-----------------------
Notary Public
Lorree A. Ratto
Notary Public - Nevada
Carson City
My Appt. Expires Oct. 26, 1992
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named corporation.
6-7-90 /s/
- --------------------------------------------
Date Sandra Webb, Sales/Service Advisor
- --------------------------------------------------------------------------------
Exhibit 2.3
By-Laws
- --------------------------------------------------------------------------------
<PAGE>
By-Laws
OF BBB-Huntor Associates, Inc.
A NEVADA CORPORATION
Article I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
Article II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid. Closing of Transfer Books or Fixing Record Date.
<PAGE>
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the 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 twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
Section 5. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 6. Quorum.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding 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 originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 7. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
Section 8. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any
<PAGE>
stockholder, the vote for directors and upon any question before the meeting
shall be by ballot. All elections for directors shall be decided by plurality
vote; all other questions shall be decided by majority vote except as otherwise
provided by the Certificate of Incorporation or the laws of Nevada.
Section 9. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
Section 10. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
Section 11. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
Article III
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
<PAGE>
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the 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 directors may fix the place for holding any special meeting of
the directors called by them.
Section 5. Notice.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. 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.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number 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 directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
<PAGE>
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
Article IV
OFFICERS
Section 1. Number.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. 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. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the 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 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 stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws 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 directors from time to time.
<PAGE>
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors 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 chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and 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 directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The directors may authorize any officer 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 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,
<PAGE>
agent or agents of the corporation and in such manner as shall from time to time
be determined by resolution of the 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 directors may select.
Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in
each year, or on such other day as the Board of Directors shall fix.
Article VII
DIVIDENDS
The 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
conditions provided by law.
Article VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
Article IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, 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 X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
<PAGE>
CERTIFICATION
The Secretary of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
Executed, and Corporate Seal affixed, this day of September 28, 1999.
/s/
-----------------------
William Stocker
Secretary
