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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
CALIPSO, INC.
---------------------------------------------
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
DELAWARE 88-0418749
- ------------------------------- -------------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
13525 MIDLAND ROAD, SUITE I, POWAY, CA 92064
- ---------------------------------------- ---------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 692-2518 (619) 486-0679
- --------------------------- ---------------------------
(ISSUER'S TELEPHONE NUMBER) (ISSUER'S FACSIMILE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
-------------------------------- --------------------------------
-------------------------------- --------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
GENERAL
Calipso, Inc. is filing this Form 10-SB on a voluntary basis in order to make
Calipso's financial information equally available to any interested parties or
investors and meet certain listing requirements for publicly traded securities
on the National Association of Securities Dealers' (NASD), Over the Counter
Electronic Bulletin Board. The Company anticipates filing an information
statement with a sponsoring NASD Broker-Dealer for listing of its securities on
the OTC Electronic Bulletin Board upon completion of the Company's comment
period for this Form 10-SB filing.
BUSINESS DEVELOPMENT
Form And Year Of Organization
Calipso, Inc. was incorporated in Delaware on May 31, 1994 for the purpose of
developing an Internet nature and biological information web site that would
provide research text to educators. During 1996, the Company received its
initial funding through the sale of common stock to investors. From inception
until July 1999, the Company had no material operating activities. Management
delayed implementation of the Company's business plan in order to complete
contractual obligations for another business which Management controlled and
owned. In July 1999, Management decided to expand its original Internet site
concept to include currently available enhanced Internet features designed for a
broader user base and seek necessary capital in order that they could begin
developing the Company's Internet site business.
Any Bankruptcy, Receivership, Or Similar Proceeding
There have been no bankruptcy, receivership or similar proceedings.
Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE COMPANY
Principal Products Or Services And Their Markets
The Company intends to offer extensive educational nature and biological
information on its interactive Internet Web site. This site will provide
in-depth facts, scientific studies, and educational
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treatises about natural phenomena and biological life forms. Information on the
Company's web site will feature easy to use an interface and links, full motion
color videos, and sound in order to enhance the user's enjoyment of the Web
site. Interactive features will allow users to participate in polls and chat
rooms, and allow them to download text, video and graphics. The underlying
strategy of this site will be to layer multiple pages of progressively more
detailed information that will enable users to travel through and experience
everything from a video presentation concerning a particular life form, to
increasingly deeper levels of relevant scientific facts, studies, and current
research. This will combine the entertaining presentation features of nature and
biological information typically found on television documentaries such as those
presented by the Discovery Channel, with the educational information found in
research papers and textbooks. Each level of the web site will have interactive
features and horizontally integrated pages and links to provide quicker search
access and retain the user's attention with features such as videos and
educational games at the entry or top levels and more detailed pictorial
presentations and in-depth scientific information in the deeper levels.
Vertically integrated pages and links will allow the user to bypass general
knowledge features and move quickly to the individual's desired level of detail
and scientific study. Throughout the Company's web site, interactive features
will be utilized wherever feasible in order to enhance the user's visual
experience and retain the user's attention.
The Company will design and maintain its web site in a magazine format around
its niche presentation method of combining varied levels of nature and
biological information with interactive features to maintain the user's
attention. This format is designed to allow the Internet user to find nature
information from world wide sources at one web site that ranges from casual
introductory facts to in-depth data. As this is not currently available on the
Internet at any one site, Internet users seeking this information must spend
more time in multiple web site searches with no assurance that they will find
what they are looking for, and when they do find web sites, no assurance that
they will find the depth or breadth of nature and biological information they
seek. In addition to the Company's own web site, the Company's staff will
continuously search world-wide for Internet sites that fit its format in order
to provide links that will reduce the user's search time and keep the user based
at the Company's site. The Company's web site will provide features such as:
Top quality videos, artwork, and text that is visually exciting and
appealing
Allow easy navigation from general interest information to in-depth
scientific data
Inclusion of interactive elements such as polls, chat rooms,
downloadable graphics
Current news pages updated on a daily basis
Regular updates for other pages on an as needed basis
In-depth research materials to include a full animal encyclopedia
Proprietary software programs for incorporating other web site
information directly into the Company's "host" site
Based upon Management's experience in the delivery of educational nature and
biological information via electronic means, the size of the market is
relatively small, but growing. It is composed of general consumers and
educational institutions. Factors driving the growth in this
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market include increasing penetration of personal computers in homes, expanding
distribution channels for educational based information such as documentaries,
televised nature studies, and Internet information based sites, and increased
awareness of the potential of multimedia presentations as effective educational
tools. Management has witnessed and participated in the market migration from
educational software product sales to Internet web site visits and information
download delivery methods. School use of the Internet for research is being
driven by growth in the penetration of computers into schools, upgrades of the
existing base of computers to new multimedia computers, increases in the number
of teachers trained to incorporate technology- based tools into their curriculum
and increased government funding encouraging the use of computers and the
Internet in instructional settings. Educational institutions are increasingly
requiring students to use the Internet as part of their coursework research.
The Company has a two year business plan which proposes to utilize its founders'
backgrounds to develop its web site from its current preliminary status into a
mature site providing unique nature and biological life forms news and reference
sources. The business plan requires the Company during months one through six to
file a Form 10-SB registration statement with the SEC, secure a listing on the
NASD's Over the Counter Electronic Bulletin Board, and raise capital of
$2,000,000 through the sale of common stock in a private placement. During
months seven through twelve of the business plan budget $511,000 for development
of its web site to include $100,000 for content materials and licenses, $30,000
for one Webmaster programmer, $40,000 for two programmers, $17,000 for one
scientific text writer, $12,000 for one artist, $25,000 for one marketing
manager to handle advertising and sponsor revenues, $12,000 for one office staff
assistant, $25,000 for purchase of computers and fixed assets, $200,000 for
advertising, and $50,000 for rent and other operating expenses.
Distribution Methods Of Products Or Services
The Company plans to offer access to its home page and selected deeper level
pages to its educational nature and biological information web site free of
charge to Internet users. The Company's web site will provide daily updated
nature and biological news along with pictures at its entry level pages. The use
of updated news and numerous color photographs will be designed to capture the
attention of Internet users interested in subjects such as nature, pets, and
environmental concerns. The deeper levels of information will be designed for
educators, students, researchers, and any other users interested in science
based studies of nature and biological information. The Company intends to
generate minor fees from individuals and educational institutions for allowing
utilization of the web site's most intensive research and scientific pages. The
Company intends to generate most of its revenues by charging fees to companies
that place advertisements within its web site pages and charging commissions for
sales of nature related products provided by other Internet businesses through
its web site. The advertising and nature related products will be targeted to
the web site's key categories of users:
students - books, videos, music
pet lovers - full range of pet care and nutrition related products
naturalists - world-wide extreme travel expeditions to jungles, rain
forests
vacationers - tours, cruises, and lodging at nature related locations
such as wildlife preserves, national parks, and zoos.
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As an example of the planned depth of the Company's web site, a student might
desire as much available information as possible about an endangered animal in
South American. The Company's web site will temporarily load in pages from the
"The World Conservation Monitoring Center" site and any new or existing sites
listing more information about that endangered animal. The Company's site will
provide in-depth information about the animal's habits, habitat, history,
anatomy, wider eco-system relationship, research studies, and any available
articles about causal factors of the threatened status and current proposed
solutions. In addition, the student could view recommended travel,
accommodations, and indigenous research contacts if the student planned to
conduct on-location studies or research.
Status Of Any Publicly Announced New Product Or Service
The Company has no new product or service planned or announced to the public.
Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition
The size and financial strength of the Company's primary competitors,
nationalgeographic.com, animal.discovery.com and natureco.com are substantially
greater than those of the Company. In examining major competitors' web sites
Management has concluded nationalgeographic.com is the most interactive and
broad based of the three, but lacks in-depth information, animal.discovery.com
is a part of the larger Discovery Channel web site which focuses primarily on
its weekly television schedule without providing in-depth information on its
site, natureco.com is basically an online store for the pet products sold
through their retail stores. The information these sites offer is of a cursory
nature with mostly pictures and a minor amount of text, lacks biological or
technical data, and has no advanced in-depth articles or research material.
However, the Company's competitors have longer operating histories, larger
customer bases, and greater brand recognition than the Company. Management is
not aware of any significant barriers to the Company's entry into the
educational nature and biological information market, however, the Company at
this time has no market share of this market.
Sources And Availability Of Raw Materials And The Names Of Principal Suppliers
Management will create the core information content used at the Company's web
site. Management will rely on their experience and knowledge in creating
educational nature and biological CD-ROMS for sale to computer manufacturers and
educational institutions, and in creating and managing a web site, remedia.com,
that is focused on their CD-ROM library. The Company will follow its business
plan by hiring new employees to internally create and expand the content of its
new web site, utilize linking software to incorporate other web sites' free
information directly into the Company's "host" site, and contract for licensed
content from other web sites whenever needed. The Company's business plan
includes a budget of $100,000 per year for licensing fees, which Management
believes is adequate for its needs. While the Company has no current licensing
contracts with Internet content providers, Management is familiar with these
Internet content providers such as the San Diego Zoo and photographic agencies
such as Earthviews. The Company will enter into licensing agreements with
Internet content providers per
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its business plan after raising capital during the first six months of its plan.
Dependence On One Or A Few Major Customers
The Company intends to offer access to its web site home page and selected other
deeper content level pages free of charge to Internet users. In the Company's
business plan, in-depth information contained in deeper page levels of the site
will be designed to be fee-based with minor fees charged to interested
individuals and educational institutions. The Company intends to generate most
of its revenues by charging fees to companies that place advertisements within
its web site pages and charging commissions for sales of nature related products
provided by other Internet businesses through its web site. These advertisers
and sponsors will be broad based and the Company will not depend on any one or a
few major customers.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration
The Company owns its Internet domain name, has applied for U.S. trademark
protection, and has setup a preliminary web site - universeofnature.com. The
Company will license web site content information as needed per its business
plan, but has no current licensing arrangements and has not commenced licensing
negotiations with any entity. The Company has no current plans for any
additional registrations such as patents, other trademarks, copyrights,
franchises, concessions, royalty agreements or labor contracts. The Company will
assess the need for any additional copyright, trademark or patent applications
on an ongoing basis as new intellectual property is created for our website.
Need For Government Approval Of Principal Products Or Services
The Company is not required to apply for or have any government approval for its
products or services.
Effect Of Existing Or Probable Governmental Regulations On The Business
The Company is not currently subject to direct federal, state or local
regulation in the United States other than regulations applicable to businesses
generally or directly applicable to electronic commerce. However, because the
Internet is becoming increasingly popular, it is possible that a number of laws
and regulations may be adopted in the United States with respect to the
Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights and information security. Furthermore,
the growth of electronic commerce may prompt calls for more stringent consumer
protection laws. Several states have proposed legislation to limit the use of
personal user information gathered online or require online services to
establish privacy policies. The Federal Trade Commission has indicated that it
may propose legislation on this issue to Congress in the near future and has
initiated action against at least one online service regarding the manner in
which personal information was collected from users and provided to third
parties. The adoption
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of such consumer protection laws could create uncertainty in Internet usage and
reduce the demand for all products and services. The Company does not provide
customer information to third parties and, therefore, does not anticipate any
current or proposed legislation relating to online privacy to directly affect
its activities to a material extent.
The Company is not certain how its business may be affected by the application
of existing laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel, obscenity
and export or import matters. The vast majority of those laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws
intended to address such issues could create uncertainty in the Internet
marketplace. That uncertainty could reduce demand for the Company's products or
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.
Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers
The Company has not expended funds for research and development costs since
inception.
Costs And Effects Of Compliance With Environmental Laws
The Company has not expended any funds for compliance with environmental laws
and does not anticipate its business plan will encompass any such compliance
requirements.
Number Of Total Employees And Number of Full Time Employees
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring seven new employees during the next twelve months.
Reports To Security Holders
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders and the Company has no present plans to provide an annual
report to its shareholders. As stated at the beginning of this filing on page 2,
the Company is voluntarily filing this Form 10-SB in order to make its financial
information equally available to any interested parties or investors. The
Company will be subject to the disclosure rules of Regulation S-B for a small
business issuer under the Securities Act of 1933 and the Securities Exchange Act
of 1934. The Company anticipates it will become subject to disclosure filing
requirements effective sixty days after the date the Securities and Exchange
Commission accepts its original Form 10-SB filing, and, after that date, will be
required to file Form 10-KSB annually and Form 10-QSB quarterly. In addition,
the Company will be required to file Form 8 and other proxy and information
statements from time to time as required.
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The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.
Risks
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
Despite Management's belief that the Company can effectively compete because of
its emphasis on its Internet niche presentation method of combining varied
levels of nature and biological information with interactive features to
maintain the user's attention, the Company's ability to succeed will depend upon
a number of factors, including its ability to secure funding through a private
placement, assemble a large amount of text and visual data needed for resource
viewing and research, enhance its web site quickly enough to encourage users to
increase time spent at the site, and convince advertisers to sponsor and
maintain ongoing funding of the site.
The Company's long-term viability is substantially dependent upon the widespread
acceptance and use of the Internet as a medium of learning and education. The
use of the Internet for in-depth research and educational purposes is in a
development stage, and there can be no assurance that a sufficiently large
number of users will begin to use the Internet as a medium of learning and
education. Demand and market acceptance for the Company's proposed in-depth
educational nature and biological information over the Internet are subject to a
high level of uncertainty and there exists few proven electronic similar
business models. The Internet has experienced, and is expected to continue to
experience, significant growth in the number of users and amount of traffic.
There can be no assurance that the Internet infrastructure will continue to be
able to support the demands placed on it by this continued growth. In addition,
delays in the development or adoption of new standards and protocols to handle
increased levels of Internet activity or increased governmental regulation could
slow or stop the growth of the Internet as a viable medium for learning and
education. Moreover, critical issues concerning the commercial use of the
Internet (including security, reliability, accessibility and quality of service)
remain unresolved and may adversely affect the growth of Internet use or the
attractiveness of subscribing to online educational content. The failure to
resolve critical issues concerning the educational use of the Internet, the
failure of the necessary infrastructure to develop in a timely manner, or the
failure of the Internet to continue to develop rapidly as a viable medium of
learning and education would have a material adverse effect on the Company's
business, financial condition, operating results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of additional technical
and marketing personnel in the next year. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to retain
its essential employees or that it will be able to attract or retain
highly-qualified technical and managerial personnel in the future. The loss of
the services of any of the Company's
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current Management or other key employees or the inability to attract and retain
the necessary technical, and marketing personnel could have a material adverse
effect upon the Company's business, financial condition, operating results and
cash flows.
The current officers, Mr. Ransom and Mrs. Ransom, are the sole officers and
directors of the company and have control in directing the activities of the
company. They are involved in other business activities and may, in the future,
become involved in additional business opportunities. If a specific business
opportunity becomes available, the officers and directors of the company may
face a conflict of interest. The Company has not formulated a plan to resolve
any conflicts that may arise. While the Company and its sole officers and
directors have not formally adopted a plan to resolve any potential or actual
conflicts of interest that exist or that may arise, they have verbally agreed to
limit their roles in all other business activities to roles of passive investors
and devote full time services to the Company after the Company raises capital of
$2,000,000 through the sale of securities through a private placement and is
able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned Internet business. These risks include a lack of a proven market for the
Company's web site, lack of equity funding, and the size of the Company compared
to the size of its competitors. Although Management intends to implement its
business plan through the foreseeable future and will do its best to mitigate
the risks associated with its business plan, there can be no assurance that such
efforts will be successful. Management has no liquidation plans should the
Company be unable to receive funding. Should the Company be unable to implement
its business plan, Management would investigate all options available to retain
value for the shareholders. Among the options that would be considered are:
acquisition of another product or technology, or a merger or acquisition of
another business entity that has revenue and/or long-term growth potential.
However, there are no pending arrangements, understandings or agreements with
outside parties for acquisitions, mergers or any other material transactions.
Year 2000 Disclosure
Computer programs that have time-sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in a system
failure or miscalculations causing disruption of normal business activities.
The Company's Management has hands-on familiarity with all of the software that
will be utilized in its business plan and has confirmation from third party
suppliers that its proposed software is certified Year 2000 compatible for all
of its computing requirements. In addition, proposed suppliers of office
equipment for the Company's business plan have confirmed that embedded
technology systems such as micro processors in telephone systems and other
non-computer devices that have been or will be purchased per the Company's
business plan are already Year 2000 compatible. While the Company has made what
it believes to be adequate inquiries of its software suppliers as to Year 2000
compliance, there can be no guarantee that the software suppliers will be
adequately prepared for every possible contingent Year 2000 software problem,
which could have minor or material adverse effects on the Company's results of
operations. In a most likely worst case scenario of moderate software problems,
the Company may experience minor adverse cash flow effects based upon a moderate
length of time needed to correct software
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problems. Due to Management's knowledge and experience with software, the
Company's contingency plan in a most likely worst case scenario would be to
modify and correct its own software and rely upon other software suppliers such
as Microsoft to provide software corrections via Internet and telephone support
systems.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $8,080. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through March 2000, however, in order to advance the Company's business plan the
Company must raise capital through the sale of equity securities. To date, the
Company has sold $8,600 in equity securities and used approximately $401 for
licenses and fees, and $119 for office supplies and postage. Sales of the
Company's equity securities have allowed the Company to maintain a positive cash
flow balance.
The Company's two year business plan encompasses the following steps to
implement its Internet service business plan: raise capital of $2,000,000
through the sale of equity securities via a private placement during months one
through six, during months seven through twelve budget $511,000 for development
of its web site to include $100,000 for content materials and licenses, $30,000
for one Webmaster programmer, $40,000 for two programmers, $17,000 for one
scientific text writer, $12,000 for one artist, $25,000 for one marketing
manager to handle advertising and sponsor revenues, $12,000 for one office staff
assistant, $25,000 for purchase of computers and fixed assets, $200,000 for
advertising, and $50,000 for rent and other operating expenses.
Management has made initial progress in implementing its business plan by
registering its Internet domain name on the Internet, applying for U.S.
trademark protection, and setting up a preliminary web site -
universeofnature.com. The Company will only be able to continue to advance its
business plan after it receives capital funding through the sale of equity
securities. After raising capital, Management intends to hire employees, rent
commercial space in San Diego, purchase furniture and equipment, and begin
development of its web site operations. The Company intends to use its equity
capital to fund the Company's business plan during the next twelve months as
cash flow from sales is not estimated to begin until year two of its business
plan. The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated web site programming, and a shortfall of funding due to
the Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to the Company. In such a restricted cash
flow scenario, the Company would be unable to complete its business plan steps,
and would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.
There are no current plans for additional product research and development. The
Company plans to purchase approximately $125,000 in furniture, computers,
software, Internet content materials and related licenses during the next twelve
months from proceeds of its equity security sales. The Company's business plan
provides for an increase of seven employees during the next twelve months.
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ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 13525 Midland Road, Suite I,
Poway, CA 92064. The principal executive office and telephone number are
provided by an officer of the corporation. The costs associated with the use of
the telephone and mailing address were deemed by management to be immaterial as
the telephone and mailing address were almost exclusively used by the officer
for other business purposes. Management considers the Company's current
principal office space arrangement adequate until such time as the Company
achieves its business plan goal of raising capital of $2,000,000 and then begins
hiring new employees per its business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - July 31, 1999:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- ------- ------- --------------- -------
<S> <C> <C> <C>
Common Robert Ransom 1,800,000(a) 9%
13525 Midland Road, Suite H
Poway, CA 92064
Common Anne Ransom 1,800,000(b) 9%
13525 Midland Road, Suite H
Poway, CA 92064
Total Shares Owned by Officers & Directors
As a Group 3,600,000 18%
</TABLE>
(a) Mr. Ransom received for administrative services 25,000 shares of the
Company's common stock on July 14, 1994, an additional 25,000 shares
were issued to him for services related to the Company's business plan
and web site set up on July 6, 1998. 1,750,000 shares of the Company's
common stock were issued to him per a 36:1 stock split on June 8, 1999.
(b) Ms. Ransom received for administrative services 25,000 shares of the
Company's common stock on July 14, 1994, an additional 25,000 shares
were issued to her for services related to the Company's business plan
on July 6, 1998. 1,750,000 shares of the Company's common stock were
issued to her per a 36:1 stock split on June 8, 1999.
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ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 6/30/00, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
Robert Ransom 50 President, 7/14/94 6/30/00
13525 Midland Road Secretary,
Suite I Director
Poway, CA 92064
Anne Ransom 48 Treasurer, 7/14/94 6/30/00
13525 Midland Road Director
Suite I
Poway, CA 92064
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Robert Ransom, PhD., President Secretary & Director
1994 - Current President and one half owner of REMedia, Inc. Publisher of
fifteen interactive nature and biological CD-ROM titles sold to
computer manufacturers, grade schools, and high schools
throughout the United States. Titles include Butterflies of the
World, Whales and Dolphins, The
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Rainforest, Animals In Danger, Soundscapes, etc. Responsible for
product development, software development, marketing, and
content review.
1974 Doctorate in computer applications of biology, University of
Edinburgh, Scotland
1970 BSc in biology, University of Aston, England
Anne Ransom, Treasurer & Director
1994 - Current Secretary, Treasurer, and one half owner of REMedia, Inc.
Responsible for photography and video content, text writing,
research, office management, personnel management of programmers
and other staff - one to four employees, and accounting duties.
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other
Name & annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation($) awards($) SARs ($) sation($)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R Ransom 1996 -0- -0- -0- -0- -0- -0- -0-
President 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- 2,500 -0- -0- -0-
A Ransom 1996 -0- -0- -0- -0- -0- -0 -0-
Director 1997 -0- -0- -0- -0- -0- -0- -0-
1998 -0- -0- -0- 2,500 -0- -0- -0-
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Ransom for administrative services 25,000 shares of
the Company's common stock on July 14, 1994, and pay an additional 25,000 shares
to him for services related to the Company's business plan and web site set up
on July 6, 1998. The stock was valued at the price unaffiliated investors paid
for stock sold by the Company, $.10 per share. On June 8, 1999, 1,750,000 shares
of the Company's common stock were issued to him per a 36:1 stock split.
The Board agreed to pay Ms. Ransom for administrative services 25,000 shares of
the Company's common stock on July 14, 1994, and pay an additional 25,000 shares
to her for services related
13
<PAGE> 14
to the Company's business plan on July 6, 1998. The stock was valued at the
price unaffiliated investors paid for stock sold by the Company, $.10 per share.
On June 8, 1999, 1,750,000 shares of the Company's common stock were issued to
her per a 36:1 stock split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $15,000 at each month end. When
positive cash flow reaches $15,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will that benefits the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Ransom,
an officer of the corporation. The costs associated with the use of the
telephone and mailing address were deemed by management to be immaterial as the
telephone and mailing address were almost exclusively used by the officer for
other business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 20,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding
14
<PAGE> 15
Common Stock is, and the shares offered by the Company pursuant to this offering
will be, when issued and delivered, fully paid and non-assessable.
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(I) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (I) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (I) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of July 31, 1999, the Company had 78 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options. The
Company has no plans to register any of its securities under the Securities Act
for sale by security holders. There is no public offering of equity and there is
no proposed public offering of equity.
15
<PAGE> 16
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On July 14, 1994, the shareholders authorized the issuance of 25,000 shares of
common stock for services to each of the officers and directors of the Company
for a total of 50,000 Rule 144 shares. The Company relied upon Section 4(2) of
Securities Act of 1993, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
From the period of approximately March 1, 1996 until March 31, 1996, the Company
offered and sold 86,000 shares at $0.10 per share to non-affiliated private
investors. The Company relied upon Section 4(2) of the Securities Act of 1993,
as amended (the "Act"). Each prospective investor was given a private placement
memorandum designed to disclose all material aspects of an investment in the
Company, including the business, management, offering details, risk factors and
financial statements. Each investor also completed a subscription confirmation
letter and private placement subscription agreement whereby the investors
certified that they were purchasing the shares for their own accounts, with
investment intent and that each investor was either "accredited", or were
"sophisticated" purchasers, having prior investment experience or education, and
having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed investment decision. This offering was
not accompanied by general advertisement or general solicitation and the shares
were issued with a Rule 144 restrictive legend.
On July 6, 1998, the shareholders authorized the issuance of 25,000 shares of
common stock for services to each of the officers and directors of the Company
for a total of 50,000 Rule 144 shares. The Company relied upon Section 4(2) of
Securities Act of 1993, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
Under the Securities Act of 1933 , all sales of an issuers's securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
16
<PAGE> 17
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resales of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; (c) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
On June 8, 1999, the Board of Directors authorized a forward stock split of 36:1
resulting in a total of 6,696,000 shares of common stock issued and outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company for the years ended March 31,
1998 and 1999, and the period ended July 31, 1999 and related notes which are
included in this offering have been examined by Barry L. Friedman, PC, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
17
<PAGE> 18
CALIPSO, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
JULY 31, 1999
MARCH 31, 1999
MARCH 31, 1998
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7 to F-12
</TABLE>
<PAGE> 20
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors August 23, 1999
Calipso, Inc.
San Diego, California
I have audited the accompanying Balance Sheets of Calipso, Inc. (A
Development Stage Company), as of July 31, 1999, March 31, 1999, and March 31,
1998, and the related statements of operations, stockholders' equity and cash
flows for the period April 1, 1999, to July 31, 1999, and the two years ended
March 31, 1999, and March 31, 1998 and the period May 31, 1994 (inception), to
July 31, 1999. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Calipso, Inc. (A
Development Stage Company), as of July 31, 1999, March 31, 1999, and March 31,
1998, and the results of its operations and cash flows for the period April 1,
1999, to July 31, 1999, and the two years ended March 31, 1999, and March 31,
1998 and the period May 31, 1994 (inception), to July 31, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- -------------------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE> 21
CALIPSO, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
JULY 31, MARCH 31, MARCH 31,
1999 1999 1998
-------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
CASH $8,080 $8,574 $8,600
------ ------ ------
TOTAL CURRENT ASSETS $8,080 $8,574 $8,600
------ ------ ------
OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
------ ------ ------
TOTAL ASSETS $8,080 $8,574 $8,600
------ ------ ------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 22
CALIPSO, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
JULY 31, MARCH 31, MARCH 31,
1999 1999 1998
-------- --------- ---------
<S> <C> <C> <C>
CURRENT LIABILITIES: $ 0 $ 0 $ 0
------- ------- -------
TOTAL CURRENT LIABILITIES: $ 0 $ 0 $ 0
------- ------- -------
STOCKHOLDERS' EQUITY: (Note #4)
Common stock
Par value $0.00001
Authorized 20,000,000 shares
Issued and outstanding at
March 31, 1998 -
186,000 shares: $ 2
March 31, 1999 -
186,000 shares:
$ 186
Common stock
Par value $0.001
Authorized 20,000,000 shares
Issued and outstanding at
July 31, 1999 -
6,696,000 shares: $ 6,696
Additional Paid-In Capital +11,904 +18,416 +13,598
Deficit accumulated during
Development stage: -10,520 -10,026 -5,000
TOTAL STOCKHOLDERS' EQUITY: $ 8,080 $ 8,574 $ 8,600
------- ------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 8,080 $ 8,574 $ 8,600
------- ------- -------
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE> 23
CALIPSO, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
April 1, Year Year May 31,1994
1999 to Ended Ended (Inception)
July 31, Mar. 31, Mar. 31, to July 31,
1999 1999 1998 1999
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
---------- ---------- ---------- ----------
EXPENSES:
General, Selling and
Administrative: $ 494 $ 5,026 $ 0 $ 10,520
---------- ---------- ---------- ----------
TOTAL EXPENSES: $ 494 $ 5,026 $ 0 $ 10,520
---------- ---------- ---------- ----------
NET PROFIT/LOSS (-): $ -494 $ -5,026 $ 0 $ -10,520
---------- ---------- ---------- ----------
Net Profit/Loss(-)
per weighted share
(Note 1): $ -.0001 $ -.027 $ NIL $ -.0001
---------- ---------- ---------- ----------
Weighted average
Number of common
shares outstanding: 6,696,000 186,000 136,000 6,696,000
---------- ---------- ---------- ----------
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 24
CALIPSO, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- --------- ---------- --------
<S> <C> <C> <C> <C>
Balance,
March 31, 1997 136,000 $ 2 $ 13,598 $-5,000
Net loss year ended
March 31, 1998 0
--------- --------- --------- --------
Balance,
March 31, 1998 136,000 $ 2 $ 13,598 $-5,000
July 6, 1998
Issued for services 50,000 1 4,999
December 9, 1998
Changed par value
From $.00001 to
$.001 +183 -183
Net loss year ended
March 31, 1999 -5,026
--------- --------- --------- --------
Balance,
March 31, 1999 186,000 $ 186 $ 18,414 $-10,026
June 8, 1999
Forward stock split
36:1 6,510,000 +6,510 -6,510
Net Loss April 1,
1999, to
July 31, 1999 -494
--------- --------- --------- --------
Balance,
July 31, 1999 6,696,000 $ 6,696 $+11,904 $-10,520
--------- --------- --------- --------
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE> 25
CALIPSO, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
April 1, Year Year May 31,1994
1999, to Ended Ended (Inception)
July 31, Mar. 31, Mar. 31, to July 31,
1999 1999 1998 1999
-------- -------- -------- ------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Loss $-494 $-5,026 $ 0 $-10,520
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities:
Issue Common Stock
For Services 0 +5,000 0 +10,000
Changes in assets and
Liabilities: 0 0 0 0
------ ------ ------ -------
NET CASH USED IN
OPERATING ACTIVITIES: $ -494 $ -26 $ 0 $ -520
CASH FLOWS FROM
INVESTING ACTIVITIES: 0 0 0 0
CASH FLOWS FROM
FINANCING ACTIVITIES:
Issuance of Common
Stock for Cash 0 0 0 +8,600
------ ------ ------ -------
Net Increase (decrease) $ -494 $ -26 $ 0 $ 8,080
Cash, Beginning of period: 8,574 8,600 8,600 0
------ ------ ------ -------
Cash, End of Period: $8,080 $8,574 $8,600 $ 8,080
------ ------ ------ -------
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE> 26
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized MAY 31, 1994, under the laws of the State of
Delaware as CALIPSO, INC. The Company currently has no operations and in
accordance with SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing
bank that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with the maturity of three months or less are
considered to be cash equivalents. There are no cash equivalents
as of July 31, 1999.
F-7
<PAGE> 27
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax
expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted loss per
share reflects per share amounts that would have resulted if
dilative common stock equivalents had been converted to common
stock. As of July 31, 1999, the Company had no dilative common
stock equivalents such as stock options.
Year End
The Company has selected March 31st as its fiscal year-end.
Policy in Regards to Issuance of Common Stock in a Non-Cash Transaction
The company's accounting policy for issuing shares in a non-cash
transaction is to issue the equivalent amount of stock equal to
the fair market value of the assets or services received.
F-8
<PAGE> 28
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Comprehensive Income
In 1998, the Company adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130") "Reporting Comprehensive Income".
This statement establishes rules for the reporting of
comprehensive income and its components. The adoption of SFAS
130 had no impact on the Company's equity section of the
statement of financial position as the Company had no items of
other comprehensive income in any period presented and
anticipates no other comprehensive income in the foreseeable
future.
Accounting for Derivative Instruments and Hedging Activities
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133")
"Accounting for Derivative Instruments and Hedging Activities"
which establishes accounting and reporting standards for
derivative instruments and for hedging activities. SFAS 133 is
effective for all fiscal quarters of fiscal years beginning
after June 13, 2001. The Company does not anticipate that the
adoption of the statement will have any significant impact on
its financial statements as it has no current or planned
derivative instruments or hedging activities.
Reporting on Costs of Start-Up Activities
In April 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-5 ("SOP 98-5")
"Reporting on the Costs of Start-Up Activities" which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and
organization costs to be expenses as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998
with initial adoption reported as
F-9
<PAGE> 29
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
the cumulative effect of a change in accounting principle. The
Company does not anticipate that the adoption of this statement
will have a material effect on its financial statements.
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
The company's potential software suppliers have verified that
they will provide only certified "Year 2000" compatible software
for all of the company's computing requirements. Because the
company's products and services are sold to the general public
with no major customers, the company believes that the "Year
2000" issue will not pose significant operational problems and
will not materially affect future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended July 31,
1999, due to the net loss and no state income tax in Delaware, the state
of the Company's domicile and operations. The Company's total deferred
tax asset as of March 31, 1999 is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $28
Valuation allowance $28
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire in various
amounts from 2014 to 2019.
F-10
<PAGE> 30
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 20,000,000
shares with a par value $.001 per share.
Preferred Stock
Calipso, Inc. has no preferred stock.
On June 14, 1994, the Company issued 50,000 shares of its $0.00001 par
value common stock for services of $5,000 to its two directors, 25,000
shares each.
On March 31, 1996, the Company issued 86,000 shares of its $0.00001 par
value common stock for cash of $8,600.
On July 6, 1998, the Company issued 50,000 shares of its $0.00001 par
value common stock for services of $5,000 to its two directors, 25,000
shares to each.
On December 9, 1998, the State of Delaware approved the Company's
restated Articles of Incorporation, which changed the par value from
$0.00001 to $0.001.
On June 8, 1999, the Company approved a forward stock split on the basis
of 36:1, thus increasing the common stock from 186,000 shares to
6,696,000 shares.
F-11
<PAGE> 31
CALIPSO, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
JULY 31, 1999, MARCH 31, 1999, and MARCH 31, 1998
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates
the realization of assets and liquidation of liabilities in the normal
course of business. However, the Company does not have significant cash
or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. The stockholders/officers and or directors
have committed to advancing the operating costs of the Company interest
free.
NOTE 6 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides the use of telephone, facsimile, and
mailing address without charge. Such costs are immaterial to the
financial statements as the office facilities are used by the officer
for other business purposes and accordingly, have not been reflected
therein. The officers and directors of the Company are involved in other
business activities and may in the future, become involved in additional
business opportunities. If a specific business opportunity becomes
available, such persons may face a conflict in selecting between the
Company and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 7 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
share of common stock.
F-12
<PAGE> 32
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 10 Trademark Application Included
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Calipso, Inc.
Date 11/23/99 By /s/ ROBERT RANSOM
------------------------ --------------------------------------
Robert Ransom, President, Sec. &
Director
Date 11/23/99 By /s/ ANNE RANSOM
------------------------ --------------------------------------
Anne Ransom, Treasurer & Director
<PAGE> 1
PAGE 1 EXHIBIT 3(i)
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "CALIPSO, INC.", FILED IN THIS OFFICE ON THE THIRTY-FIRST DAY
OF MAY, A.D. 1994, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY
RECORDER OF DEEDS FOR RECORDING.
[SEAL]
[SEAL] /s/ William T. Quillen
----------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: 7135133
2406805 8100
DATE: 05-31-94
944096921
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
CALIPSO, INC.
The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:
FIRST: The name of the corporation (hereinafter called the "corporation")
is called Calipso, Inc.
SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 32 Loockerman
Square, Suite L-100, City of Dover, County of Kent; and the name of the
registered agent of the corporation in the State of Delaware at such address is
The Prentice-Hall Corporation System, Inc.
THIRD: The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is Twenty Million (20,000,000), all of which are of a
par value of $.00001 dollars each. All such shares are of one class and are
shares of Common stock.
FIFTH: The name and the mailing address of the incorporator are as
follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
J. Klein 18200 Von Karman
Suite 100C
Irvine, California 92715
</TABLE>
SIXTH: The corporation is to have perpetual existence.
<PAGE> 3
SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of
this corporation, as the case may be, agree to any compromise or arrangement
and to any reorganization of this corporation as consequence of such compromise
or arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.
EIGHTH: For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
fixed by, or in the manner provided in, the Bylaws. The phrase "whole
Board" and the phrase "total number of directors" shall be deemed to have
the same meaning, to wit, the total number of directors which the
corporation would have if there were no vacancies. No election of directors
need be by written ballot.
2. After the original or other Bylaws of the corporation have been
adopted, amended, or repealed, as the case may be, in accordance with the
provisions of Section 109 of the General Corporation Law of the State of
Delaware, and, after the corporation has received any payment for any of
its stock, the power to adopt, amend, or repeal
<PAGE> 4
the Bylaws of the corporation may be exercised by the Board of Directors
of the corporation; provided, however, that any provision for the
classification of directors of the corporation for staggered terms
pursuant to the provisions of subsection (d) of Section 141 of the General
Corporation Law of the State of Delaware shall be set forth in an initial
Bylaw or in a Bylaw adopted by the stockholders entitled to vote of the
corporation unless provisions for such classification shall be set forth
in this certificate of incorporation.
3. Whenever the corporation shall be authorized to issue only one class
of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever
the corporation shall be authorized to issue more than one class of stock,
no outstanding share of any class of stock which is denied voting power
under the provisions of the certificate of incorporation shall entitle the
holder thereof to the right to vote at any meeting of stockholders except
as the provisions of paragraph (2) of subsection (b) of Section 242 of the
General Corporation Law of the State of Delaware shall otherwise require;
provided, that no share of any such class which is otherwise denied voting
power shall entitle the holder thereof to vote upon the increase or
decrease in the number of authorized shares of said class.
NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section 102 of the General Corporation Law
of the State of Delaware, as the same may be amended and supplemented.
TENTH: The corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities, or other matters referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders, or
disinterested directors or
<PAGE> 5
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent and shall inure to
the benefit of the heirs, executors, and administrators of such a person.
ELEVENTH: From time to time any of the provisions of this
certificate of incorporation may be amended, altered, or repealed, and other
provisions authorized by the laws of the State of Delaware at the time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the corporation
by this certificate of incorporation are granted subject to the provisions of
this Article ELEVENTH.
DATED: May 27, 1994
/s/ J. KLEIN
-------------------------------
J. Klein, Incorporator
<PAGE> 6
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
PAGE 1
-------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "CALIPSO, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF DECEMBER, A.D.
1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
/s/ EDWARD J. FREEL
[SEAL] -----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 9451425
2406805 8100 DATE: 12-10-98
981473341
<PAGE> 7
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 12/09/1998
981473341 - 2406805
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CALIPSO, INC.
-----------------------------
CALIPSO, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation at a meeting duly
convened and held, adopted the following resolution:
RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
Twenty Million (20,000,000) shares with a par value of One mil ($.001)
each, amounting to Twenty Thousand Dollars ($20,000.00).
SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of
the General Corporation Law of the State of Delaware.
THIRD: That the aforesaid amendment was duly adopted to accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Craig Shaber, this 8th day of December A.D. 1998.
/s/ CRAIG SHABER
-----------------------------
Authorized Officer
<PAGE> 1
EXHIBIT 3(ii)
BYLAWS
OF
CALIPSO, INC.
(a Delaware corporation)
------------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock
in the corporation shall be signed by, or in the name of, the corporation by
the Chairperson or Vice-Chairperson of the Board of Directors, if any, or by
the President or a Vice-President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or
all the signatures on any such certificate may be a facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if such person were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or such owner's
legal representative, to give the corporation a bond sufficient to indemnify
the corporation against any claim that may be made against it on account of
the alleged loss, theft, or destruction of any such certificate or the issuance
of any such new certificate or uncertified shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series
of the stock of the corporation shall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any
<PAGE> 2
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not
be required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or warrants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof,
or by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitle to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
<PAGE> 3
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date
<PAGE> 4
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. A special meeting shall be held on
the date and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual
meeting shall state that the meeting is called for the election of directors
and for the transaction of other business which may properly come before the
meeting, and shall (if any other action which could be taken at a special
meeting is to be taken at such annual meeting) state the purpose or purposes.
The notice of a special meeting shall in all instances state the purpose or
purposes for which the meeting is called. The notice of any meeting shall also
include, or be accompanied by, any additional statements, information, or
documents prescribed by the General Corporation Law. Except as otherwise
provided by the General Corporation Law, a copy of the notice of any meeting
shall be given, personally or by mail, not less than ten days nor more than
sixty days before the date of the meeting, unless the lapse of the prescribed
period of time shall have been waived, and directed to each stockholder at such
stockholder's record address or at such other address which such stockholder
may have furnished by request in writing to the Secretary of the corporation.
Notice by mail shall be deemed to be given when deposited, with postage thereon
prepaid, in the United States Mail. If a meeting is adjourned to another time,
not more than thirty days hence, and/or to another place, and if an
announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by such stockholder before or after the time stated therein.
Attendance of a stockholder at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends the
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not lawfully called
or convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the stockholders need be specified in any written
waiver of notice.
- STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall
<PAGE> 5
be open to the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days
prior to the meeting, either at a place within the city or other municipality
or community where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list
required by this section or the books of the corporation, or to vote at any
meeting of stockholders.
- CONDUCT OF MEETING. Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, the President, a Vice-President, or, if none of the foregoing is
in office and present and acting, by a chairperson to be chosen by the
stockholders. The Secretary of the corporation, or in such Secretary's absence,
an Assistant Secretary, shall act as secretary of every meeting, but if neither
the Secretary nor an Assistant Secretary is present the chairperson of the
meeting shall appoint a secretary of the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder's attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A
duly executed proxy shall be irrevocable if it states that it is irrevocable
and, if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors
in advance of the meeting or at the meeting by the person presiding thereat.
Each inspector, if any, before entering upon the discharge of duties of
inspector, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
such inspector's ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots, or consents, hear and determine
all challenges and questions arising in connection with the right to vote,
count and tabulate all votes, ballots, or consents, determine the result, and
do such acts as are proper to conduct the election or vote with fairness to all
stockholders. On request of the
<PAGE> 6
person presiding at the meeting, the inspector or inspectors, if any, shall make
a report in writing of any challenge, question, or matter determined by such
inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.
- QUORUM. The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of 1 persons. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of
<PAGE> 7
Directors, such number may be fixed from time to time by action of the
stockholders or of the directors, or, if the number is not fixed, the number
shall be 1. The number of directors may be increased or decreased by action of
the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an annual meeting of stockholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal. Except as the General Corporation Law may otherwise
require, in the interim between annual meetings of stockholders or of special
meetings of stockholders called for the election of directors and/or for the
removal of one or more directors and for the filling of any vacancy in that
connection, newly created directorships and any vacancies in the Board of
Directors, including unfilled vacancies resulting from the removal of directors
for cause or without cause, may be filled by the vote of a majority of the
remaining directors then in office, although less than a quorum, or by the sole
remaining director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the
direction of the Chairperson of the Board, if any, the Vice-Chairperson of the
Board, if any, of the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
<PAGE> 8
be transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and
if present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the
General Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors.
6. COMMITTEES. The Board of Directors - may designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of any member of
any such committee or committees, the member or members thereof present at any
meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
<PAGE> 9
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a
Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by
the Board of Directors, a Chairperson of the Board, a Vice-Chairperson of the
Board, an Executive Vice-President, one or more other Vice-Presidents, one or
more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors choosing
them shall designate. Except as may otherwise be provided in the resolution of
the Board of Directors choosing such officer, no officer other than the
Chairperson or Vice-Chairperson of the Board, if any, need to be a director.
Any number of offices may be held by the same person, as the directors may
determine.
Unless otherwise provided in the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of
the Board of Directors following the next annual meeting of stockholders and
until such officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform
such duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and shall
have such additional authority and duties as are incident to their office
except to the extent that such resolutions may be inconsistent therewith. The
Secretary or an Assistant Secretary of the corporation shall record all of the
proceedings of all meetings and actions in writing of stockholders, directors,
and committees of directors, and shall exercise such additional authority and
perform such additional duties as the Board shall assign to such Secretary or
Assistant Secretary. Any officer may be removed, with or without cause, by the
Board of Directors. Any vacancy in any office may be filled by the Board of
Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
<PAGE> 10
The fiscal year of the corporation shall be fixed, and shall be subject
to change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of Calipso, Inc., a Delaware corporation, as in effect on the
date hereof.
Dated 6/15/94
/s/ J. KLEIN
----------------------------------------
J. Klein, Secretary of Calipso, Inc.
(SEAL)
<PAGE> 1
EXHIBIT 10
PTO Form 1478 (Rev 9/98)
OMB N. 0651-0009 (Exp. 08/31/01)
* Trademark/Service Mark Application *
* To the Assistant Commissioner for Trademarks *
[DOCUMENT INFORMATION]
[TRADEMARK/SERVICEMARK APPLICATION]
[VERSION 1.2]
[APPLICANT INFORMATION]
[NAME] Calipso, Inc.
[STREET] 13525 Midland Road, Suite H
[CITY] Poway
[STATE] CA
[COUNTRY] USA
[ZIP/POSTAL CODE] 92064
[TELEPHONE NUMBER] 619-692-2518
[FAX NUMBER] 619-291-9829
[APPLICANT ENTITY INFORMATION]
[CORPORATION: STATE/COUNTRY OF INCORPORATION] Delaware
[TRADEMARK/SERVICEMARK INFORMATION]
[MARK] Universe of Nature
[TYPED FORM] Yes
~ Applicant requests registration of the above-identified trademark/service
mark in the United States Patent and Trademark Office on the Principal Register
established by the Act of July 5, 1946 (15 U.S.C. Section 1051 et seq., as
amended). ~
[BASIS FOR FILING AND GOODS/SERVICES INFORMATION]
[INTENT TO USE: SECTION 1(b)] Yes
~ Applicant has a bona fide intention to use the mark in commerce on or in
connection with the below-identified goods/services. (15 U.S.C. Section 1051(b),
as amended.) ~
[LISTING OF GOODS AND/OR SERVICES] Internet website providing educational
materials
[FEE INFORMATION]
[TOTAL FEES PAID] 245
[NUMBER OF CLASSES] 1
[SIGNATURE AND OTHER INFORMATION]
~ PTO*APPLICATION DECLARATION: The undersigned, being hereby warned that
willful false statements and the like so made are punishable by fine or
imprisonment, or both, under 18 U.S.C. Section 1001, and that such willful
false statements may jeopardize the validity of the application or any
resulting registration, declares that he/she is properly authorized to execute
this application on behalf of the applicant; he/she believes the applicant to
be the owner of the trademark/service mark sought to be registered, or, if the
application is being filed under 15 U.S.C. Section 1051(b), he/she believes
applicant to be entitled to use such mark in
<PAGE> 2
commerce; to the best of his/her knowledge and belief no other person, firm,
corporation, or association has the right to use the mark in commerce, either
in the identical form thereof or in such near resemblance thereto as to
be likely, when used on or in connection with the goods/services of such other
person, to cause confusion, or to cause mistake, or to deceive; and that all
statements made of his/her own knowledge are true; and that all statements made
on information and belief are believed to be true.-
[SIGNATURE] /s/ ROBERT RANSOM *please sign here*
-----------------
[DATE] 11/16/99
[NAME] Robert Ransom
[TITLE] President
<PAGE> 3
DRAWING PAGE
DATE/TIME STAMP: Monday, 11-15-1999 15:00:04 EST
APPLICANT:
Calipso, Inc.
13525 Midland Road, Suite H
Poway, CA 92064
USA
DATE OF FIRST USE ANYWHERE: INTENT-TO-USE (SECTION 1(b))
DATE OF FIRST USE IN COMMERCE: INTENT-TO-USE (SECTION 1(b))
GOODS AND SERVICES:
Internet website providing educational materials
MARK:
UNIVERSE OF NATURE
<PAGE> 1
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
EXHIBIT 23
To Whom It May Concern: August 23, 1999
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of August 23, 1999, on the Financial
Statements of CALIPSO, INC., as of July 31, 1999, in any filings that are
necessary now or in the near future with the U.S. Securities and Exchange
Commission.
Very truly yours,
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR THE PERIOD ENDING JULY 31, 1999, AND THE YEARS ENDING
MARCH 31, 1999 AND MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH CALIPSO, INC. FINANCIAL STATEMENTS.
<S> <C> <C> <C>
<PERIOD-TYPE> OTHER YEAR YEAR
<FISCAL-YEAR-END> MAR-31-2000 MAR-31-1999 MAR-31-1998
<PERIOD-START> APR-01-1999 APR-01-1998 APR-01-1997
<PERIOD-END> JUL-31-1999 MAR-31-1999 MAR-31-1998
<CASH> 8,080 8,574 8,600
<SECURITIES> 0 0 0
<RECEIVABLES> 0 0 0
<ALLOWANCES> 0 0 0
<INVENTORY> 0 0 0
<CURRENT-ASSETS> 8,080 8,574 8,600
<PP&E> 0 0 0
<DEPRECIATION> 0 0 0
<TOTAL-ASSETS> 8,080 8,574 8,600
<CURRENT-LIABILITIES> 0 0 0
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 6,696 186 2
<OTHER-SE> 11,904 18,414 13,598
<TOTAL-LIABILITY-AND-EQUITY> 8,080 8,574 8,600
<SALES> 0 0 0
<TOTAL-REVENUES> 0 0 0
<CGS> 0 0 0
<TOTAL-COSTS> 0 5,026 0
<OTHER-EXPENSES> 494 5,026 0
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 0 0 0
<INCOME-PRETAX> (494) (5,026) 0
<INCOME-TAX> 0 0 0
<INCOME-CONTINUING> (494) (5,026) 0
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (494) (5,026) 0
<EPS-BASIC> .00 (.03) .00
<EPS-DILUTED> .00 (.03) .00
</TABLE>
