--------------------------------------------------------------------------------
Jill Clark
PRESIDENT
Hometeach.com, Inc.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
(949) 248-9561
fax (949) 248-1688
--------------------------------------------------------------------------------
FORM 10-K-SB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 31, 1999 to June 30, 2000
Commission File Number: 0-30470
HOMETEACH.COM, INC.
formerly, BBB-HUNTOR ASSOCIATES, INC.
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 registered pursuant to Section 12(b) of the Act:
None
The following Securities are registered pursuant to Section 12(g) of the Act:
13,547,750
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.)
[] (Indicate by check mark whether if disclosure of delinquent filers (
229.405) is not and will not to the best of Registrant's knowledge be contained
herein, in definitive proxy or information statements incorporated herein by
reference or any amendment hereto.)
As of 06/30/00
the aggregate number of shares held by non-affiliates was approximately
5,947,750 shares.
the number of shares outstanding of the Registrant's Common Stock was
13,547,750
Exhibit Index is found on page 10
1
<PAGE>
PART I 3
Item 1. Description of Business 3
Item 2. Description of Property 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
Item 5. Market for Common Equity and Stockholder Matters 5
Item 6. Management's Discussion and Analysis or Plan of Operation 5
(a) Plan of Operation for the next twelve months 5
(b) Discussion and Analysis of Financial Condition and Results of
Operations 6
Item 7. Financial Statements 7
Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 7
Item 9. Directors and Executive Officers, Promoters and Control Persons 8
Item 10. Executive Compensation 8
Item 11. Security Ownership of Certain Beneficial Owners and Management 8
Item 12. Certain Relationships and Related Transactions 9
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 10
(a) Financial Statements 10
(b) Form 8-K Reports 10
(c) Exhibits 10
2
<PAGE>
INTRODUCTION
This Corporation has advanced its fiscal year-end from December 31, 2000 to
June 30, 2000. To prevent a lapse in our reporting, we filed a transitional
10-QSB, as a Quarterly Report and as an Interim Transitional Report. We now file
our Transitional Annual Report on Form 10-K-SB.
PART I
--------------------------------------------------------------------------------
ITEM 1. DESCRIPTION OF BUSINESS.
--------------------------------------------------------------------------------
(A) HISTORICAL INFORMATION. This Corporation ("the Registrant" and "we, us and
our") 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. We have one class of common stock and
no other class or classes of equity or debt securities. In 1990, we made our
original issuance of 10,000,000 founders shares of common stock for organization
services, at par value, to eleven founders.
(B) THE REORGANIZATION. By that certain Plan of Reorganization and Acquisition
dated June 1, 2000, this corporation, BBB-Huntor Associates, Inc. ("BBB")
acquired HomeTeach.com, Inc. ("HTC") together with all it assets, businesses and
capital stock, as a wholly-owned subsidiary of BBB, for stock. Immediately
before the acquisition, the Capital of BBB consisted of 100,000,000 shares of
common voting stock of $.001 par value authorized, of which 10,000,000 shares
were issued and outstanding; and the Capital of HTC consisted of 100,000,000
shares of common voting stock of $.001 par value authorized, of which 3,547,750
shares were issued and outstanding. We issued 3,547,750 shares, share for share,
in exchange for the existing shares of HTC; such that, immediately following the
acquisition, HTC was owned 100% by BBB, and BBB had 13,547,750 shares issued and
outstanding. BBB then changed its name to HomeTeach.com, Inc., and the acquired
subsidiary was renamed HomeTeach Corporation. Kirt W. James, previously sole
director, was joined on our board of directors by Jill P. Clark, formerly sole
director of HTC. On or about August 5, 2000, Mr. James retired from the Board of
Directors, leaving Ms. Clark as our Sole remaining Officer/Director.
(C) SUMMARY OF SIGNIFICANT EVENTS FOLLOWING REORGANIZATIONS. None.
(D) THE BUSINESS OF REGISTRANT AND ITS SUBSIDIARIES. HomeTeach.com, Inc.
("HTC")(now renamed HomeTeach Corporation) was incorporated in the state of
Nevada on February 23, 2000. It operates an authorized, interactive Internet
access for parents and care-givers who are home-schooling children from
kindergarten through high school. We are prepared to support home-schooling in
all of the recognized styles including, but not limited to: Charlotte Mason,
Un-schooling, Christian-based, Waldorf, Montessori, Unit Studies, Frugal
Home-schooling, and Home-schooling children with special needs.
Through our web site (www.bizland.hometeach.com)(site in development),
home-schoolers will be able to receive advice, purchase supplies, receive state
supplied materials and curriculum and chat with other home-schoolers.
Subscribers will be able to go online to: order supplies from the leading art,
science, book and software companies with whom HomeTeach.com, Inc. has
established distributorship agreements to supply home-schoolers with the best
available educational materials; order supplies which are provided at no charge
by school districts, educational material manufacturers and publishers and the
Federal Government; consult with the experts. Home-schooling s most respected
proponents are available to advise and inspire the home-school teacher. These
experts have home-schooled their children (many have home-schooled their
grandchildren) and have also provided the home-schooling community with
invaluable information and guidance.
3
<PAGE>
(E) FINANCING PLANS. For more information, please see Item 6 of Part II,
Management's Discussion and Analysis.
(F) GOVERNMENT REGULATION. Our web site is authorized by the states of
California and Texas for course assignments progress testing and grade
advancement. We anticipate becoming accredited in all 50 states within 12
months.
(G) COMPETITION. With the growth of the internet, the field of hometeaching is
becoming competitive and such competition may be expected to intensify over
time.
(H) PLANNED ACQUISITIONS. There are no planned acquisitions.
(I) EMPLOYEES. We have one officer and no other employees at this time.
ITEM 2. DESCRIPTION OF PROPERTY.
The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings pending against the Company, as of the
preparation of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
The Remainder of this Page is Intentionally left Blank
4
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.
(A) MARKET INFORMATION. The Company, has one class of securities, Common Voting
Equity Shares ( Common Stock ). The Company's Securities are not quoted in the
over-the-counter market, or otherwise, and our securities have never traded in
brokerage transactions
(B) HOLDERS. Management calculates that the approximate number of holders of
the Company's Common Stock, as of June 30, 2000, was 25.
(C) DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not anticipate paying cash dividends on its Common Stock in the next year. We
anticipate that any income generated in the foreseeable future will be retained
for the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, debt service, capital
requirements, business conditions, the financial condition of the Company and
other factors that the Board of Directors may deem relevant.
(D) SALES OF UNREGISTERED COMMON STOCK TWELVE MONTHS. During the twelve months
preceding this Transitional Annual report, no shares of unrestricted securities
were sold except as follows:
By that certain Plan of Reorganization and Acquisition dated June 1, 2000,
this corporation, BBB-Huntor Associates, Inc. ("BBB") acquired HomeTeach.com,
Inc. ("HTC") together with all its assets, businesses and capital stock, as a
wholly-owned subsidiary of BBB, for stock. Immediately before the acquisition,
the Capital of BBB consisted of 100,000,000 shares of common voting stock of
$.001 par value authorized, of which 10,000,000 shares were issued and
outstanding; and the Capital of HTC consisted of 100,000,000 shares of common
voting stock of $.001 par value authorized, of which 3,547,750 shares were
issued and outstanding. We issued 3,547,750 shares, share for share, in exchange
for the existing shares of HTC; such that, immediately following the
acquisition, HTC was owned 100% by BBB, and BBB had 13,547,750 shares issued and
outstanding. BBB then changed its name to HomeTeach.com, Inc., and the acquired
subsidiary was renamed HomeTeach Corporation. Kirt W. James, previously sole
director, was joined on our board of directors by Jill P. Clark, formerly sole
director of HTC.
There are no options, warrants, or instruments convertible to common stock.
No commissions or underwriting was involved in our acquisition.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS.
Our business is not a cash intensive venture. We have minimally sufficient cash
and liquid assets to deal with our present development stage, consisting of
completing this 1934 Act Registration and seeking quotation on the NQB Pink
Sheets or the OTCBB. We do not have enough funding to see us through twelve
months of operation, unless revenues climb rapidly after our launch of
operations. There is no guaranty that revenues will rise to meet expenses during
the first twelve months of operation. While it is true that our expenses are not
excessive, launching any business must provide for numerous unforeseen
contingencies. Initially, our Sole Officer/Director will service clients
5
<PAGE>
herself. There is a limit to the number of clients that any one person can
service. Success therefore brings added risk. At some point we will need to
expand the number of our employees. At the point of such success as may justify
expansion, increased investment and expenses may rise faster than revenues, such
that our successful expansion may involve interim losses, even after we might
have achieved profitability at our former level of operations.
While it is difficult to foresee accurately the amount of funding that may
be required after the next twelve months, we do not anticipate any further
capital formation before July 1, 2001. We may resort to conventional loan
financing should any short-fall occur. We do not expect our officers or
shareholders to contribute further or make loans to us in the next twelve
months. Any debt we may be advised or required to incur will require commercial
lending at arms length.
It is clear that the risk of business failure attends the start-up of any
business. Even though we are not a cash intensive venture, anticipating modest
operational expenses, we have no assurance that clients will enroll, or that
revenues will rise to meet even modest expenses, or that unforeseen but
forseeable short-term needs might not be met. We may seek debt financing and
fail to secure it. We are not in a position to conduct further offerings of
equity at this time. Should any of these or other unforeseen contingencies
arise, we may fail to launch full-scale operations, and even after launch, we
may not be able to continue as a going concern.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. We will
have to acquire some computer equipment of our own, in the near future. These
requirements should not exceed $10,000.
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. We have no
expectation for any change in the number of employees, in the next twelve
months.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(A) We first summarize our balance sheet as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Balance Sheet June 30. 2000 1999
--------------------------------------
Cash (1) . . . . . . . $62,750 $ 0
Prepaid Expenses (2). 18,996 0
Total Assets . . . . . 81,746 0
Total Liabilities. . . 0 0
======================================
</TABLE>
(1) We have recorded no revenues to date. Our cash results from
investment capital.
(2) Our prepaid expenses consist of advance retainers for legal and
professional services.
(B) We next summarize or Operations as follows:
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative
From Inception
Years Ended July 2, 1990
2000 1999
--------------------------------------------------------------------
Revenues . . . . . . . . 0 0 0
--------------------------------------------------------------------
Expenses General . . . . 14,148 0 14,148
--------------------------------------------------------------------
Amortization . . . . . . 0 0 10,000
--------------------------------------------------------------------
Net (Loss) . . . . . . . (14,148) 0 (24,148)
--------------------------------------------------------------------
Net (Loss) per share . . (0.001) 0 (0.002)
--------------------------------------------------------------------
Average Shares Weighted. 10,591,292 10,000,000 10,029,565
--------------------------------------------------------------------
</TABLE>
Since inception, July 2, 1999, we have incurred legal and professional
expenses of $14,148 (in 2000), and amortized organizational expenses of $10,000
in prior years.
ITEM 7. FINANCIAL STATEMENTS.
Please see the Exhibit Index found on page 10 of this Report. The financial
statements listed therein, attached hereto and filed herewith are incorporated
herein by this reference as though fully set forth herein.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
The Remainder of this Page is Intentionally left Blank
7
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Jill P. Clark, our Sole Officer/Director, has been the president of our
acquired subsidiary since its inception. She is a native of Southern California.
She attended Steven's College in Columbia, Missouri, where she received her
Bachelor of Business Administration. She also attended the University of
California at Irvine where she earned a degree in Education and a California
Teaching Certificate with honors. In 1984, Ms. Clark earned her Series 7
Securities License and from 1984 to 1988, served as a financial planner for
Titan Capital Corporation. From 1989 to 1998, she served as an elementary school
teacher for Capistrano Unified School District and the Saddleback Unified School
District, both in Orange County, California. Since 1998 she has been involved
full-time as a homeschooler for her seven year old son.
ITEM 10. EXECUTIVE COMPENSATION.
No plan of executive compensation has been adopted or is under
consideration at this time. Our Sole Officer/Director has been issued 2,500
shares.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(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 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 Registrant has only one class of stock; namely
Common Stock.
(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Registrant's knowledge
and belief the following disclosure presents the total beneficial security
ownership of all Directors and Nominees, naming them, and by all Officers and
Directors as a group, without naming them, of Registrant, known to or
discoverable by Registrant. 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.
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner. Share %
Ownership
-----------------------------------------------------------
Jill P. Clark Sole Officer/Director . 2,500,000 18.45
25231 Sea Vista Drive
Dana Point CA 92629
-----------------------------------------------------------
Officers and Directors as a Group. . . 2,500,000 18.45
-----------------------------------------------------------
HJS Financial Services, Inc. (1) . . . 5,100,000 37.64
PMB 318
24843 Del Prado
Dana Point, CA 92629
-----------------------------------------------------------
Total Shares Issued and Outstanding. . 13,547,750 100.00
-----------------------------------------------------------
</TABLE>
8
<PAGE>
(1) Mr. Kirt W. James is President of HJS Financial Services, Inc. and is its
100% owner. Accordingly, the actual shares owned by HJS is shown as attributed
to Mr. James. Mr. James and HJS have identified themselves as promoters of this
Issuer before acquisition of its current business. Accordingly these 5,100,000
shares are not deemed entitled to resale in reliance on Rule 144. These
5,100,000 shares may not be resold in brokerage transactions without
registration or an exemption available at the time of any proposed sale. This
restriction applies to transferees of these 5,100,000 shares.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS. Please see Exhibit Index following.
(B) FORM 8-K REPORTS. None.
(C) EXHIBITS. Please see Exhibit Index following.
The Remainder of this Page is Intentionally left Blank
9
<PAGE>
EXHIBIT INDEX
FINANCIAL STATEMENTS AND DOCUMENTS
FURNISHED AS A PART OF THIS REGISTRATION STATEMENT
Each Exhibit is filed under an Exhibit Cover-page, and indexed by the
Exhibit Number, Description, and sequential page number of this Report.
Exhibit Page
# Table Category / Description of Exhibit Number
--------------------------------------------------------------------------------
[2] PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
--------------------------------------------------------------------------------
2.1 Plan of Reorganization and Acquisition 13
--------------------------------------------------------------------------------
[3] ARTICLES OF INCORPORATION AND BY-LAWS
--------------------------------------------------------------------------------
3.1 Articles of Incorporation: Nevada re-Incorporation. 18
3.2 Articles of Incorporation: Nevada Incorporation. 21
3.2 By-Laws 26
3.4 Articles of Incorporation: Subsidiary 36
3.5 Name Change: Parent 39
3.6 Name Change: Subsidiary 41
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS
F-1 Audited Financial Statements for the years ended June 30, 1999 and 1998 43
--------------------------------------------------------------------------------
10
<PAGE>
SIGNATURES
HOMETEACH.COM, INC.
formerly, BBB-HUNTOR ASSOCIATES, INC.
Dated: September 27, 2000
by
/s/Jill P. Clark
Jill P. Clark
sole officer/director
11
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 2.1
PLAN OF REORGANIZATION AND ACQUISITION
--------------------------------------------------------------------------------
12
<PAGE>
PLAN OF REORGANIZATION AND ACQUISITION
BY WHICH
BBB-HUNTOR ASSOCIATES, INC.
(A NEVADA CORPORATION)
SHALL ACQUIRE
HOMETEACH.COM, INC.
(A NEVADA CORPORATION)
THIS PLAN OF REORGANIZATION AND ACQUISITION is made and dated this day of
June 1, 2000 by and between the above referenced corporations, and shall become
effective on the Effective Date as defined herein.
I. THE INTERESTED PARTIES
A. THE PARTIES TO THIS PLAN
1. BBB-HUNTOR ASSOCIATES, INC. ( BBB ), PMB 318, 24843 Del Prado Dana
Point, CA 92629.
2. HOMETEACH.COM, INC. ( HTC ), 25611 Quail Run, Suite 35, Dana Point CA
92629.
II. RECITALS
A. THE CAPITAL OF THE PARTIES:
1. THE CAPITAL OF BBB consists of 100,000,000 shares of common voting
stock of $.001 par value authorized, of which 10,000,000 shares are issued and
outstanding.
2. THE CAPITAL OF HTC consists of 100,000,000 shares of common voting
stock of $.001 par value authorized, of which 3,547,750 shares are issued and
outstanding.
B. THE BACKGROUND FOR THE ACQUISITION: BBB desires to acquire HTC and the
shareholders of HTC wish to be acquired by BBB.
C. THE BOARDS OF DIRECTORS of both Corporations respectively have
determined that it is advisable and in the best interests of each of them and
both of them to proceed with the acquisition by the Nevada Corporation, in
accordance with IRS 368 (B) and (C).
D. THE SHAREHOLDERS OF BBB, having approved the acquisition, this
agreement was approved and adopted by the Board of Directors of BBB in a manner
consistent with the laws of its Jurisdiction its constituent documents.
E. THE SHAREHOLDERS OF HTC, having approved the acquisition, this
agreement was approved and adopted by the Board of Directors of HTC in a manner
consistent with the laws of its Jurisdiction its constituent documents.
13
<PAGE>
III. PLAN OF ACQUISITION
A. REORGANIZATION AND ACQUISITION: BBB-Huntor Associates, Inc. and
HomeTeach.com, Inc. are hereby reorganized, such that BBB shall acquire HTC,
together with all it assets, businesses and capital stock, and HTC shall become
a wholly-owned subsidiary of BBB.
B. EFFECTIVE DATE: This Plan of Reorganization and Acquisition shall
become effective immediately upon approval and adoption by the parties hereto,
in the manner provided by the law of the places of incorporation and constituent
corporate documents, and the time of such effectiveness shall be called the
effective date hereof.
C. SURVIVING CORPORATION: The both corporations shall survive the
Reorganization herein contemplated and shall continue to be governed by the laws
of its respective State of Incorporation.
Rights of Dissenting Shareholders: BBB-Huntor Associates, Inc. is the
entity responsible for the rights of dissenting shareholders.
a. Service of Process: BBB-Huntor Associates, Inc. may be served with
process in Nevada in any proceeding for the enforcement of the rights of a
dissenting shareholder, if any, pursuant to any extent required by the laws
thereof. The President of corporation hereby irrevocably appoints the Secretary
of State of Nevada as agent to accept service of process for the Nevada
corporation with respect to any such proceeding to the extent required by the
laws thereof.
b. Agent for Mailing Process: corporation hereby further complies with
the laws of Delaware by designating a person to whom process served upon the
Secretary of that State may be forwarded and mailed: William Stocker, Special
Counsel, 34700 Pacific Coast Highway, Suite 303, Capistrano Beach CA 92624.
D. SURVIVING ARTICLES OF INCORPORATION: the Articles of Incorporation of
each Corporation shall remain in full force and effect, unchanged.
E. SURVIVING BY-LAWS: the By-Laws of each Corporation shall remain in full
force and effect, unchanged.
F. CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
hereof, BBB-Huntor Associates, Inc. shall issue 3,547,750. new investment shares
of its common stock to or for the shareholders of HomeTeach.com, Inc.; and each
and every share of HTC shall be converted into one share of BBB.
14
<PAGE>
G. CHANGE OF CORPORATE NAMES: Forthwith upon the effective date hereof,
BBB-Huntor Associates, Inc. shall change its name to HomeTeach.com, Inc.; and
the former HomeTeach.com, Inc. shall change its name to HomeTeach Corporation.
H. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and to do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.
I. GENERAL MUTUAL REPRESENTATIONS AND WARRANTIES. The purpose and general
import of the Mutual Representations and Warranties, are that each party has
made appropriate full disclosure to the others, that no material information has
been withheld, and that the information exchanged is accurate, true and correct.
1. ORGANIZATION AND QUALIFICATION. Each Corporation warrants and
represents that it is duly organized and in good standing, and is duly qualified
to conduct any business it may be conducting, as required by law or local
ordinance.
2. CORPORATE AUTHORITY. Each Corporation warrants and represents that it
has Corporate Authority, under the laws of its jurisdiction and its constituent
documents, to do each and every element of performance to which it has agreed,
and which is reasonably necessary, appropriate and lawful, to carry out this
Agreement in good faith.
3. OWNERSHIP OF ASSETS AND PROPERTY. Each Corporation warrants and
represents that it is has lawful title and ownership of its property as reported
to the other, and as disclosed in its financial statements.
4. ABSENCE OF CERTAIN CHANGES OR EVENTS. Each Corporation warrants and
represents that there are no material changes of circumstances or events which
have not been fully disclosed to the other party, and which, if different than
previously disclosed in writing, have been disclosed in writing as currently as
is reasonably practicable.
5. ABSENCE OF UNDISCLOSED LIABILITIES. Each Corporation warrants and
represents specifically that it has, and has no reason to anticipate having, any
material liabilities which have not been disclosed to the other, in the
financial statements or otherwise in writing.
15
<PAGE>
6. LEGAL PROCEEDINGS. Each Corporation warrants and represents that there
are no legal proceedings, administrative or regulatory proceeding, pending or
suspected, which have not been fully disclosed in writing to the other.
7. NO BREACH OF OTHER AGREEMENTS. Each Corporation warrants and represents
that this Agreement, and the faithful performance of this agreement, will not
cause any breach of any other existing agreement, or any covenant, consent
decree, or undertaking by either, not disclosed to the other.
8. CAPITAL STOCK. Each Company warrants and represents that the issued and
outstanding shares and all shares capital stock of such corporation, is as
detailed herein, that all such shares are in fact issued and outstanding, duly
and validly issued, were issued as and are fully paid and non-assessable shares,
and that, other than as represented in writing, there are no other securities,
options, warrants or rights outstanding, to acquire further shares of such
Corporation.
9. BROKERS' OR FINDER'S FEES. Each Corporation warrants and represents
that is aware of no claims for brokers' fees, or finders' fees, or other
commissions or fees, by any person not disclosed to the other, which would
become, if valid, an obligation of either company.
J. MISCELLANEOUS PROVISIONS
1. Except as required by law, no party shall provide any information concerning
the Subject Property or any aspect of the transactions contemplated by this
Agreement to anyone other than their respective officers, employees and
representatives without the prior written consent of the other parties hereto.
The aforesaid obligations shall terminate on the earlier to occur of (a) the
Closing, or (b) the date by which any party is required under its articles or
by-laws or as required by law, to provide specific disclosure of such
transactions to its shareholders, governmental agencies or other third parties.
In the event that the transaction does not close, each party will return all
confidential information furnished in confidence to the other.
2. This Agreement may be executed simultaneously in two or more counterpart
originals. The parties can and may rely upon facsimile signatures as binding
under this Agreement, however, the parties agree to forward original signatures
to the other parties as soon as practicable after the facsimile signatures have
been delivered.
3. The Parties to this agreement have no wish to engage in costly or lengthy
litigation with each other. Accordingly, any and all disputes which the parties
cannot resolve by agreement or mediation, shall be submitted to binding
arbitration under the rules and auspices of the American Arbitration
Association. As a further incentive to avoid disputes, each party shall bear its
own costs, with respect thereto, and with respect to any proceedings in any
16
<PAGE>
court brought to enforce or overturn any arbitration award. This provision is
expressly intended to discourage litigation and to encourage orderly, timely and
economical resolution of any disputes which may occur.
4. If any provision of this Letter Agreement or the application thereof to any
person or situation shall be held invalid or unenforceable, the remainder of the
Agreement and the application of such provision to other persons or situations
shall not be effected thereby but shall continue valid and enforceable to the
fullest extent permitted by law.
5. No waiver by any party of any occurrence or provision hereof shall be
deemed a waiver of any other occurrence or provision.
6. The parties acknowledge that both they and their counsel have been provided
ample opportunity to review and revise this agreement and that the normal rule
of construction shall not be applied to cause the resolution of any ambiguities
against any party presumptively. The Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.
THIS PLAN OF REORGANIZATION AND MERGER is executed on behalf of each
Company by its duly authorized representatives, and attested to, pursuant to the
laws of its respective place of incorporation and in accordance with its
constituent documents.
BBB-HUNTOR ASSOCIATES, INC. HOMETEACH.COM, INC.
(A NEVADA CORPORATION) (A NEVADA CORPORATION)
by by
/s/Kirt W. James /s/Jill P. Clark
Kirt W. James Jill P. Clark
President President
/s/Kirt W. James /s/Jill P. Clark
Kirt W. James Jill P. Clark
Secretary Secretary
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EXHIBIT 3.1
ARTICLES OF INCORPORATION: NEVADA RE-INCORPORATION
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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.
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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
William Stocker
attorney at law
Incorporator
20
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EXHIBIT 3.2
ARTICLES OF AMENDMENT: NEVADA INCORPORATION
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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
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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 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
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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:
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
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<PAGE>
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, 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
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/Loree A Ratto
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/Sandra Webb
Date Sandra Webb, Sales/Service Advisor
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EXHIBIT 3.3
BY-LAWS
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26
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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
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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.
(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.
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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 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
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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.
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.
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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.
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.
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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.
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.
32
<PAGE>
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, 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.
33
<PAGE>
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.
34
<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
William Stocker
Secretary
35
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 3.4
ARTICLES OF INCORPORATION: SUBSIDIARY
--------------------------------------------------------------------------------
36
<PAGE>
ARTICLES OF INCORPORATION
OF
HOMETEACH.COM
ARTICLE I. The name of the Corporation is HOMETEACH.COM.
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. The Incorporator shall act as Sole
Initial Director.
ARTICLE VII. 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.
ARTICLE VIII. 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.
37
<PAGE>
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,
March 1, 2000
/s/William Stocker
William Stocker
attorney at law
Incorporator
38
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 3.5
NAME CHANGE: PARENT
--------------------------------------------------------------------------------
39
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
OF
BBB-HUNTOR ASSOCIATES, INC.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
WE THE UNDERSIGNED, Officers of BBB-HUNTOR ASSOCIATES, INC., ( the Corporation )
hereby certify:
1. This Corporation was originally incorporated as BBB-Huntor
Associates, Inc., in the State of Nevada, on July 2, 1990. The Corporation was
re-incorporated in Nevada without change of management or equity on September
28, 1999 to re-activate it after a period of dormancy.
2. The Board of Directors of the Corporation at a meeting of duly convened
and held on May 22, 2000 adopted a resolution to amend the Articles of
Incorporation as Originally filed and/or amended.
The former Article read:
ARTICLE ONE. The name of the corporation is BBB-Huntor Associates, Inc.
Article One is superseded and replaced as follows:
ARTICLE ONE. The name of the corporation is HomeTeach.com, Inc.
The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 10,000,000 of which 5,100,000,
voted in favor; and the foregoing changes and amendment have been consented to
and approved by a majority vote of the stockholders holding at least a majority
of each class of stock outstanding and entitled to vote thereon.
/s/Kirt W. James /s/Kirt W.James
Kirt W. James Kirt W. James
president secretary
40
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT 3.6
NAME CHANGE: SUBSIDIARY
--------------------------------------------------------------------------------
41
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
OF
HOMETEACH.COM, INC.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
WE THE UNDERSIGNED, Officers of HOMETEACH.COM, INC., ( the Corporation ) hereby
certify:
1. This Corporation was originally incorporated as HomeTeach.com, Inc.,
in the State of Nevada, on March 2, 2000.
2. The Board of Directors of the Corporation at a meeting of duly convened
and held on May 22, 2000 adopted a resolution to amend the Articles of
Incorporation as Originally filed and/or amended.
The former Article read:
ARTICLE ONE. The name of the corporation is HomeTeach.com, Inc.
Article One is superseded and replaced as follows:
ARTICLE ONE. The name of the corporation is HomeTeach Corporation.
The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 3,457,750 of which 2,500,000,
voted in favor; and the foregoing changes and amendment have been consented to
and approved by a majority vote of the stockholders holding at least a majority
of each class of stock outstanding and entitled to vote thereon.
/s/Jill P. Clark /s/Jill P. Clark
Jill P. Clark Jill P. Clark
president secretary
42
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT F-1
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 2000 AND 1999
--------------------------------------------------------------------------------
43
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Consolidated Financial Statements
June 30, 2000 and 1999
44
<PAGE>
CONTENTS
Independent Auditors' Report 46
Consolidated Balance Sheet 47
Consolidated Statements of Operations 48
Consolidated Statements of Stockholders' Equity 49
Consolidated Statements of Cash Flows 50
Notes to the Consolidated Financial Statements 51
45
<PAGE>
Independent Auditors' Report
To the Board of Directors
and Stockholders of
HomeTeach.com, Inc.
We have audited the accompanying consolidated balance sheets of HomeTeach.com,
Inc. (a development stage company) as of June 30, 2000 and 1999 and the related
statements of operations, stockholders' equity and cash flows for the years then
ended and from inception on July 2, 1990 through June 30, 2000. 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 consolidated financial statements referred to above present
fairly, in all material respects, the financial position of HomeTeach.com, Inc.
as of June 30, 2000 and 1999 and the results of its operations and cash flows
for the years then ended and from inception on July 2, 1990 through June 30,
2000 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 little operating capital, no revenues 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/ Chisholm & Associates
Chisholm & Associates
Salt Lake City, Utah
August 30, 2000
46
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Consolidated Balance Sheets
June 30,
2000 1999
--------------------------------------------------------------------------------
ASSETS
Current Assets
Cash . . . . . . . . . . . . . . . . . . . . . $ 62,750 $ 0
Prepaid Expenses . . . . . . . . . . . . . . . . . 18,996 0
--------------------------------------------------------------------------------
Total Current Assets . . . . . . . . . . . . . . . 81,746 0
--------------------------------------------------------------------------------
Total Assets . . . . . . . . . . . . . . . . $ 81,746 $ 0
================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
Total Liabilities . . . . . . . . . . . . . . $ 0 $ 0
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock, par value $.001;
100,000,000 shares authorized,
13,547,750, and 10,000,000 shares issued
and outstanding, respectively . . . . . . . . . . . 13,548 10,000
Additional Paid-In Capital . . . . . . . . . . . . 92,346 0
Deficit Accumulated During the Development Stage . (24,148) (10,000)
--------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . 81,746 0
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity . . $ 81,746 $ 0
================================================================================
The accompanying notes are an integral part of these financial statements.
47
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Consolidated Statements of Operations
Cumulative
For the Years Ended Total
June 30, Since
2000 1999 Inception
--------------------------------------------------------------------------------
Revenue . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0
--------------------------------------------------------------------------------
Expenses
General & Administrative . . . . . . . . . 14,148 0 14,148
Amortization . . . . . . . . . . . . . . . . . . . 0 0 10,000
--------------------------------------------------------------------------------
Total Expenses . . . . . . . . . . . . . . . .. 14,148 0 24,148
--------------------------------------------------------------------------------
Net income (loss) . . . . . . . . . . . . $ (14,148) $ 0 (24,148)
================================================================================
Net income (loss) per share . . . . . . $ (.001) $ 0 $ (.002)
================================================================================
Weighted average
Outstanding shares . . . . . . . . . . 10,591,292 10,000,000 10,029,565
================================================================================
The accompanying notes are an integral part of these financial statements.
48
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Deficit
Accumulated
Additional
During the
Common Stock Paid-In Development
Shares Amount Capital Stage
--------------------------------------------------------------------------------
Issuance of common shares for
organizational costs . . . . . 10,000,000 $ 10,000 $ 0 $ 0
Net Loss for the year
ended June 30, 1991 . . . . . . . . . . 0 0 0 (997)
--------------------------------------------------------------------------------
Balance June 30, 1991 . . . 10,000,000 10,000 0 (997)
Net loss for the years ended June 30,1992
Through June 30, 1999 . . . . . 0 0 0 (9,003)
--------------------------------------------------------------------------------
Balance June 30, 1999 . . . . . 10,000,000 10,000 0 (10,000)
Shares issued in acquisition
at $.027 per share . . . . . . . 3,547,750 3,548 92,346 0
Net loss for the year
ended June 30, 2000 . . . . . . . . . . 0 0 0 (14,148)
--------------------------------------------------------------------------------
Balance June 30, 2000 . . . 13,547,750 $ 13,548 $ 92,346 $(24,148)
================================================================================
The accompanying notes are an integral part of these financial statements.
49
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
From
Inception
on July 2,
For the Year Ended 1990 to
June 30, June 30,
2000 1999 2000
--------------------------------------------------------------------------------
Cash Flows From Operating Activities:
Net Loss . . . . . . . . . . . . . . $ (14,148) $ 0 $ (24,148)
Adjustment to reconcile net loss to
net cash used by operations:
Amortization . . . . . . . . . . . . . . . . 0 0 10,000
Increase/decrease in assets
and liabilities . . . . . . . . . . . . . . . 0 0 0
Prepaid expenses . . . . . . . . . . . (10,000) 0 (10,000)
Accounts payable . . . . . . . . . . . 14,148 0 14,148
--------------------------------------------------------------------------------
Net Cash Flows Used in
Operating Activities . . . . . . . . . . (10,000) 0 (10,000)
--------------------------------------------------------------------------------
Cash Flows Used For Investing Activities
Cash acquired in acquisition . . . . 72,750 0 72,750
--------------------------------------------------------------------------------
Net Cash Flows Provided by
Investing Activities . . . . . . . . . . . . 72,750 0 72,750
--------------------------------------------------------------------------------
Cash Flows From Financing Activities . . . . . . 0 0 0
Increase (Decrease) in Cash . . . . . . . . 62,750 0 62,750
Cash-Beginning of Period . . . . . . . . . . . . 0 0 0
--------------------------------------------------------------------------------
Cash-End of Period . . . . . . . . . $ 62,750 $ 0 $ 62,750
================================================================================
Supplemental Cash Flow Information:
Cash Paid for:
Interest $ 0 $ 0 $ 0
Taxes $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
Non-Cash Financing Activities
During the year ended June 30, 1991 the Company issued 10,000,000 shares of
common stock in exchange for organizational costs valued at $10,000.
On June 1, 2000 the Company exchanged 3,547,750 shares of its common stock
for all of the outstanding shares of HomeTeach Corp. (formerly HomeTeach.Com,
Inc.) valued at $95,894.
50
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
a. Organization
HomeTeach.com, Inc. ("the Company"), formerly BBB-Huntor Associates,
Inc., was incorporated in the State of Nevada on July 2, 1990. On June 1, 2000
the Company exchanged 3,547,750 shares of its common stock for all of the
outstanding shares of HomeTeach Corporation (HTC), formerly HomeTeach.com, Inc.
After the acquisition, HTC became a wholly owned subsidiary and the Company
changed its name to HomeTeach.com, Inc. The Company intends to operate and
authorize interactive Internet access for parents and caregivers who are
homeschooling children from kindergarten through high school.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting.
c. Fiscal Year
The Company has a fiscal year end at June 30 for financial reporting.
d. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
Income (loss) Shares Per-Share
(Numerator) (Denominator) Amount
--------------------------------------------------------------------------------
For the year ended June 30, 2000:
Income (loss) from operations $ (14,148)
Basic EPS
Income (loss) to common
stockholders $ (14,148) 10,591,292 $ (.001)
For the year ended June 30, 1999:
Income (loss) from operations $ 0
Basic EPS
Income (loss) to common
stockholders $ 0 10,000,000 $ (.000)
From inception on July 2, 1990
to June 30, 2000:
Income (loss) from operations $(24,148)
Basic EPS
Income (loss) to common
stockholders $(24,148) 10,029,565 $ (.002)
51
<PAGE>
HOMETEACH.COM, INC.
(A Development Stage Company)
Notes to Consolidated Financial Statements
June 30, 2000 and 1999
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued)
e. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
f. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling $24,148 at June 30, 2000. Net operating loss
carryforwards begin to expire in 2011. No tax benefit has been reported in the
financial statements because the management believes there is a 50% or greater
change the carryforward will expire unused.
Deferred tax asset and the valuation account is as follows at June 30, 2000
and 1999:
Deferred tax asset: 2000 1999
------------- ----------------
NOL carrryforward $ 3,622 $ 1,500
Valuation allowance (3,622) (1,500)
---------------------------------------------------------------------------
Total $ 0 $ 0
===========================================================================
g. Consolidation
The Company's financial statements include the books of HomeTeach
Corporation, a wholly owned subsidiary. All intercompany transactions have been
eliminated. The Company uses the purchase method of accounting.
NOTE 2 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to raise capital in order to define their business operations,
thus creating necessary operating revenue.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and developing its business operations.
52
<PAGE>
