UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SEURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12 (b)
or (g) OF THE SECURITIES EXCHANGE ACT OF 1934
RENT USA, INC.
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(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 33-5695839
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR
ORGANIZATION) IDENTIFICATION NO.)
PO BOX 91, CHINO, CA 91710
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
(909) 590-2727
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(ISSUER'S TELEPHONE 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
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SECURITIES TO BE REGISTERED UNDER SECTION 12 (g) OF THE ACT:
Common Stock - .001 Par Value
Preferred Stock - -.001 Par Value
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(TITLE OF CLASS)
Common Stock, $.001 par value per share, 20,000,000 shares
authorized, 4,895,250 issued and outstanding as of November l, 1999.
Preferred Stock, $.001 par value per share, 5,000,000 shares
authorized, none outstanding as of November 1, 1999.
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FORWARD LOOKING STATEMENTS
Rent USA, Inc., a developmental stage company ("Rent USA, Inc.," or the
"Company") cautions readers that certain important factors may affect the
Company's actual results and could cause such results to differ materially from
any forward-looking statements that may be deemed to have been made in this
Form 10-SB or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plans," or "continue"
or the negative or other variations thereof or comparable terminology are
intended to identify forward-looking statements. Factors that may affect the
Company's results include, but are not limited to, the Company's limited
operating history, its ability to produce additional products and services, its
dependence on a limited number of customers and key personnel, its possible
need for additional financing, its dependence on certain industries, and
competition from its competitors. With respect to any forward-looking
statements contained herein, the Company believes that it is subject to a
number of risk factors, including: the Company's ability to implement its
product strategies to develop its business in emerging markets; competitive
actions; and, general economic and business conditions. Any forward-looking
statements in this report should be evaluated in light of these important risk
factors. The Company is also subject to other risks detailed herein or set
forth from time to time in the Company's filings with the Securities and
Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
TABLE OF CONTENTS
Part I 4
Item 1. Description of Business 4
Item 2. Management's Discussion and Analysis
or Plan of Operation 7
Item 3. Description of Property 11
Item 4. Security Ownership of Management and
Others and Certain Security Holders 12
Item 5. Directors, Executives, Officers and
Significant Employees 12
Item 6. Remuneration of Directors and
Executive Officers 14
Item 7. Interest of Management and Others in
Certain Transactions 14
Item 8. Legal Proceedings 14
Part II 14
Item 1. Market Price of and Dividends of the
Registrant's Common Equity and Other
Stockholder Matters 14
Item 2. Recent Sales of Unregistered Securities 15
Item 3. Description of Securities 15
Item 4. Indemnification of Directors and Officers 15
Part F/S 16
Item 1. Financial Statements 16
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure 16
Part III 16
Item 1. Index to Exhibits 16
Item 2. Description of Exhibits 16
Signatures 16
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Part I
Item 1. Description of Business
Rent USA, Inc., a developmental stage company, hereinafter referred to as "the
Company", is filing this Form 10-SB on a voluntary basis in order to make its
financial information equally available to any interested parties or investors.
The Company was originally organized under the laws of the State of Delaware in
1998, as RENT USA, INC, Delaware Company. On November 17, 1999 the Company
changed its situs to the State of Nevada and is now doing business as RENT USA,
INC., a Nevada Corporation.(See Part III, Articles of Incorporation and
Agreement and Plan of Merger, which is the document vehicle required by the
state of Nevada to change the company to Nevada).
Rent USA is in the business of acquiring and managing companies that rent
construction, forestry and multipurpose equipment to construction firms,
contractors, and other users of commercial machinery.
Over the last twenty years, construction and development in the United States
has continually increased. Due to this gradual increase of activity, demand for
rental construction equipment and machinery has been sustained at a relatively
high level. Large-scale corporations have moved to fulfill this demand;
however, the structures of these firms have prevented these corporations from
being responsive to the needs of their customers. The opportunity has surfaced
for Rent USA to increase its machinery & equipment available for rent to take
advantage of the advancing demand for rental equipment.
In December 1999 the Company purchased a number of assets from Pacific Standard
Financial Group, Inc. This purchase provided the Company with a Marketing
Agreement with Northland Supply Company which enables the Company to provide
Northland with rental equipment and supplies under the Disabled Veterans
Business Enterprise (DVBE) program. The ability to tap into the large contract
available under DVBE is a contributing factor to the potential success of the
Company. (See attached Marketing Agreement in Part
Current Service
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The Company provides service in four major categories:
1. Equipment Rentals - the principal service, consists of renting equipment to
small and large contractors, and construction companies.
2. Equipment Sales - a supplementary service, incorporating the sale of used
machinery to small and large contractors, and construction companies.
3. Re-Rentals - consists of rentals of equipment that Rent USA does not
currently have in its inventory. In order to fulfill these orders, Rent USA
must rent this equipment from another rental yard at a smaller 20% margin.
4. Trade Rentals - is the process in which Rent USA will rent its equipment to
other rental yards in order for them to fulfill their orders.
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By following management's acquisitions plan, the Company will position itself
as a premier provider in the above-mentioned service categories.
Industry Analysis
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The equipment rental market is growing at a rapid rate. The market for these
products amounted to $3 billion in 1996. This represents 20% growth over the
last five years.
According to the American Rental Association and "Rental Equipment Register", a
trade publication, the overall equipment rental market (the "Market") for the
construction industry exceeded $3.5 billion in 1997 and rose from that number
in 1998. The area of greatest growth in the equipment rental market is in the
area of rentals to entities in the process of fulfilling state and federal
contracts.
Currently, the market is shared by 7,000 equipment rental yards across the
United States, with United Rental Corporation positioned as the market leader.
Through acquisitions, United Rental has amassed over $1.7 billion in rental
revenues for fiscal 1998. United Rental began its acquisition strategies upon
its inception in 1997.
Customer Profile
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Rent USA's target market includes small and large contractors, and construction
companies. The most typical customers for Rent USA's product are individuals
or companies in the construction field, which currently use Rent USA's products
for small and large additions, renovations, and construction of homes,
buildings, and state and federally funded projects.
Competition
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Companies that compete in this market are Hertz Equipment Rental Corporation,
United Rentals, Coastline Equipment, NEF Rental, Prime Rental, Pro Equipment,
and Clairmont Equipment Rental. All companies mentioned have competitive
pricing strategies.
Key factors that have resulted in the present competitive position in this
industry are the increases of state and federal construction contracts and the
decreases of equipment owned by contractors and construction companies. It is
cheaper for these contractors and construction companies to rent the equipment
on an as-needed basis, while having another business responsible for the
transportation and maintenance of this equipment.
The major strengths of Rent USA's competitors are their full range of equipment
rental offerings. The major weaknesses of Rent USA's competitors is that most
have a bloated middle management that affects their ability to quickly adjust
to changing market conditions. Also, many of these companies lack personal
service, which leads to customer sentiment of being just another sale, rather
than a long term customer. For example, Hertz Equipment Rental Corporation will
only rent equipment if you have an established account. They will accept no
walk-up, cash sales.
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The major competitors' objectives and strategies are to acquire or merge with
more profitable companies in order to increase their efficiency and product
offering, thereby providing additional revenues and an increased customer base.
The most likely response by major competitors to trends affecting the rental
industry will be to merge and acquire companies that they see as a threat to
their customer base, revenues, and profitability.
Patents
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The Company does not hold trademarks, copyrights or patents.
Regulations
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The passing of the Disabled Veterans Business Enterprise (DVBE) program in
California and by Congress on a Federal level gives an entitlement to disabled
veterans on a par with minorities. The gives a certified Disabled Veterans
Business Enterprise the right to 3% of all expenditures for State of California
and Federal public works projects. The company has an agreement that allows it
to utilize this favorable regulation. Other than this law, no material
regulations govern this business enterprise beyond standard business practices
and licenses.
Employees
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The Company currently employs 22 full time employees with no organized labor
and/or union agreements. The heavy equipment rental industry has minimal
seasonal impact to the employees. The Company will maintain industry standard
health and other necessary benefits for its key employees which will be
expanded upon on further filings and when the Company has additional cash flow
necessary to offer these benefits.
The Company currently holds a 7 year term Employment Contract with the
President, CEO, Mr. Al Harvey dated July 27, 1998. The contract agrees upon the
duties and compensation between the two parties. (See attached Employment
Contract in Part III Item 1 in this registration).
Risk Factors
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The top business risks that Rent USA faces are the increased prices of
equipment for purchase, and increased transportation and maintenance costs of
equipment owned.
An additional economic risks affecting Rent USA would be a lag in the
construction industry, and a downturn in the economy thereby decreasing the
demand for Rent USA's equipment by small contractors because this market is
extremely vulnerable to reversionary economies.
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Item 2. Management's Discussion and Analysis or Plan of
Operation
Present Situation
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Company
The Company is in the business of acquiring and managing companies that sell
and rent construction, forestry and multi-purpose equipment to construction
firms, contractors, and other users of commercial machinery.
The Company benefits from an exclusive rental agreement with Northland Rental &
Supply, a California State certified Disabled Veteran Business Enterprise
(DVBE). Northland Rental & Supply enjoys the preferred status of a DVBE, which
are entitled by law, both California and Federal law, to 3% of all expenditures
for State of California and Federal public works projects.
To keep pace with the rapidly consolidating rental equipment industry, the
Company will follow An active program of mergers and acquisitions. The Company
has acquired the assets of Big Iron - a rapidly growing equipment rental firm
and California Equipment Sales, and seller of construction equipment located
in Redding, Ca. Additionally, several other rental operations have been
targeted for in-depth due diligence examinations to verify validity of
acquisition qualifications. The following is a list of locations targeted for
acquisition (exact companies can not be named publicly due to the intense
acquisition nature of the industry as well as signed Non-Disclosure Agreements
with the companies in these locations):
La Verne, CA
Bakersfield, CA
San Diego, CA
Tracy, CA
Additional facilities planned for acquisition:
Riverside, California
Approximately 28,620 square feet office and maintenance facility on a 3.8 acre
parcel of land.
Lease term: Estimated 3-5 years at $7,000 per month
Redding California
Approximately 15,000 square feet of office and warehouse on a five acres
parcel of land.
Lease term: Estimated 3-5 years at $7,000 per month
With an active and aggressive plan for acquisitions, the Company will have
sustained growth in this rapidly consolidating industry.
The management team boasts a considerable experience base in the market and is
specifically targeting companies for acquisition in regions with high projected
growth. Based on the projected building needs nationwide and available
contracts for companies with DVBE contacts, Rent USA will enjoy sustained
growth well into the next millennium.
Market Environment
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According to the "Rental Equipment Register", a leading trade publication, the
rental market has been expanding since the end of the recession in 1994. The
Company expects to take advantage of the recent availability of state and
federal public works contracts to build schools, industrial areas, and roads.
In addition, the recent surge in home prices has contributed to an increased
market for equipment rentals for both building additions to, maintaining, and
building homes and subdivisions by contractors.
Pricing and Profitability
Current prices are competitive and profits are increasing with each addition to
Rent USA's available rental equipment. The Company's prices vary according to
type of equipment needed and discounts are offered for extended rental periods.
Customers
Current customers are using the Company's product for building roads,
industrial projects, homes, buildings, and additions thereto. These customers,
who are usually the parties who enter into construction contracts which show
that they are contracting with the Company to meet their equipment needs, are
requesting that the Company provide additional equipment in order to meet their
increased needs to fulfill contracts.
Growth
At this time, Rent USA is quickly becoming a highly visible and regionally known
company for providing affordable and highly maintained equipment to renters in
the equipment rental industry. The Company is developing and marketing brand
awareness in the California and Nevada marketplace, becoming a leader in
equipment rental to contractors and construction companies. Through further
planned acquisitions sales are projected to exceed $9,500,000 in the year 2000.
Marketing Plan
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Responses from current users of rental equipment indicate that the Company's
products will enjoy an excellent reputation and the current management plans to
encourage this trend. Inquiries from prospective customers suggest that there
is considerable demand for the Company's services. Relationships with other
equipment renters and major construction companies substantiate the feeling
that Rent USA has a potential for considerable growth and accomplishment in the
company's industry and geographic area.
The Company's marketing strategy is to enhance, promote and support the fact
that its equipment is of the highest quality, while maintaining the highest
level of maintenance and reliability. Rent USA also stresses customer
satisfaction, and its management wishes to foster personal relationships with
its customers.
Sales Strategy
Because of the special market characteristics (increased demand for timely
completion of construction projects), the Company's sales strategy includes the
implementation of field representatives that target contractors who are
submitting bids on projects. Rent USA's strategic alliance with Northland
Rental & Supply, a Disabled Veterans Business Enterprise (DVBE) enables the
Company to participate in State of California and Federal DVBE mandated
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projects where companies who are not associated with a DVBE contractor may
participate only after a Disabled Veterans Business has been contracted with.
Three (3%) percent of all California State and Federal contracts must be, by
entitlement, offered to DVBE certified companies. Rent has an exclusive
contract with a DVBE certified company as discussed above, Northland Rental and
Supplies.
Advertising and Promotion
The Company's overall advertising and promotional objectives are to position
the firm as a leader in the equipment rental market.
The Company will develop an advertising campaign built around the message of
"we will be there when you need a job done right", beginning with a "who we
are" statement and supporting it with ads that reinforce this message.
Additionally, the Company will develop a consistent and ongoing program to
reach out to the market throughout the year, in order to capture greater market
share. Combined with standard advertising practices, the Company will gain
considerable recognition through direct mail and targeted marketing efforts
(such as phone solicitations, and Internet advertisements) to past and current
customers, and contractors submitting bids on projects.
Conclusion
The Company understands that proper initial and sustained customer service and
responsiveness will serve to further the Company's advances and growth in the
marketplace. Therefore it has made a commitment to excellence with regard to
its customers.
The Company will sustain growth and profitability by acquiring additional
established rental yards in strategic locations throughout California, Nevada
and other western states. Rent USA will also seek to build new rental yards
from ground up whenever it determines that a viable marketplace exists. In
order to maintain profitability, the Company will look to having equipment
yards geographically located to meet the needs of local small contractors,
while larger regional yards will be added to service the large contractor,
industrial, and government markets.
Business Risks
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Cost Structure
Although the Company's product will be well accepted by the market at current
price levels, there is no assurance that it will be able to continue
successfully marketing the increased inventories of its acquisitions. If the
market acceptance of the Company's products slows, margins and profitability
may suffer.
The Company had planned to add equipment to further increase rental capacity
over a period of time from cash flow. However, market opportunities for the
Company products have encouraged the acceleration of expansion and acquisition
plans. The Company believes the net proceeds from financing and cash flow from
operations will be sufficient to meet the expected growth in demand for its
equipment. There can be no assurance that sufficient capital will be raised or
that future rental sales will meet the Company's growth expectations.
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Competition
The Company competes with national companies, several of whom dominate the
market. Hertz Equipment Rental Corporation and United Rentals have greater
sales, and financial, production, distribution, and marketing resources than
Rent USA. Although management believes that most of the Company's market share
will come from DVBE marketing and smaller rental companies' customer bases,
there can be no assurance that competition in the future will not increase from
the national brands or from present or new regionally-based companies, many of
which, like Rent USA, have recently completed or are planning significant
expansions. Furthermore, if the market continues to grow, the major national
companies will likely devote greater resources to this segment.
Industry Growth
The demand for rental equipment has increased dramatically over the past three
years. Rent USA and other companies are increasing their capacity in order to
meet this growth. There can be no assurance, however, that the growth will
continue at the present rate, or at all, and the demand may not keep up with
increases in supply, in which case the Company may face heightened competition
and be unable to rent sufficient quantities of its equipment to maintain
projected revenues and profit margin.
Product Liability
The Company has liability insurance and will continue such coverage if
available at a reasonable cost. However, future increases in insurance premiums
could make it prohibitive to maintain adequate insurance coverage. A large
damage award against the Company, not adequately covered by insurance, would
adversely affect its financial position.
Environmental Risks
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Economic
The economic risks affecting the Company are a lag in the construction industry
and a downturn in the economy, thereby decreasing the demand for rental
equipment by small contractors because both markets are extremely vulnerable to
reversionary economies. The best strategy for the Company is to maintain prices
that are affordable, therefore increasing the potential for sales. A savings
strategy is to be implemented in order to meet loan payments during periods of
recession.
Weather
The Company has attempted to protect against catastrophic weather such as fire,
floods and/or earthquakes. Despite these precautions, a major natural disaster
could affect the Company's business by causing a reduction in the equipment
rented for building purposes. But, during a natural disaster, equipment may be
needed to clear debris, pump out water, etc. Additionally, once the natural
disaster is through, the Company's equipment will be in demand for clean up and
repair of damage caused by natural disasters.
Legal and Governmental
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Expansive rights were given to DVBE companies through California law in 1989
and Federal law in 1999. Although unlikely, it is proper to note that Federal
DVBE guidelines, which were signed into law in the Fourth Quarter of 1999,
and/or the State of California DVBE guidelines could conceivably be revised
downward at some future date. This might cause a loss of business that would
otherwise come to the Company through its exclusive agreement with Northland, a
DVBE certified company. This in turn might cause a loss of income and
viability in the marketplace. The Company will remain abreast of this
possibility and other legal issues facing the rental industry through following
research reported in the "Rental Equipment Register" (RER) and other industry
publications, and by retaining on-going legal and accountant counsel to address
legal and tax issues.
Item 3. Description of Property
The Company leases a 1,500 square foot office space in Chino, California. The
lease term has been extended to September 30, 2001 with a base rent of $725
increased by 3% starting October 1, 2000. CAM charge is $35.00 per month.
The Company also has a 2 acre equipment yard facility in
Corona, California.
The Company also has a small corporate office located at 3450 E. Russell Road,
Las Vegas, Nevada 89120.
Equipment Owned / Leased
MODEL MACHINE
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AMERICAN Comp-wheel
BEE GEE 18'
BOBCAT BREAKER
BOBCAT AUGER
CASE BUCKETS
CAT D-6H
CAT D-7G
CAT D-8N
CAT 988
CAT 824B
CAT 416H
DAEWOO G25S
DAEWOO G25S
FORD F350
Ford Water Truck
GREENLEY Drop Hammer
GREENLEY Binder
GREENLEY Puller
GROVE 66' Boom
HARBOR 4X8 TRAILOR
ISCCO 1700 Hammer
JOHN DEER Gator
JOHN DEER Gator
JOHN DEER Gator
KENWORTH 600
MARK 80' 80' Boom
MILLER Welder
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MQ 20 kw
MISC. Shop Tools
STORAGE UNIT 20'
TRAILER 8X20
WAKER Gen 5000 W
WAKER Gen 5000 W
WAKER Gen 3000 W
WAKER Jumping Jack
WAKER Plate
UPRIGHT 24' SCISSOR
Item 4. Security Ownership of Management and
Others and Certain Security Holders
To the best knowledge of the Company as of November 1, 1999, other than Pacific
Standard Financial Group, Inc., ("PSFG") which received 1,098,289 for select
assets purchased, there are no persons known by the Company to own beneficially
more than 5% of the Company's outstanding common stock. It is to the best
knowledge of the Company that the Stock received by PSFG was divided up between
those owners and not one person ones 5% of the stock transferred to that
company.
All Executive Officers and Directors as a Group:
AL HARVEY 1,500 (Less than 5%)
Item 5. Directors, Executives, Officers and Significant
Employees
The directors and officers of the Company are as follows:
Name Position
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Al Harvey President and CEO
Dan McCoy Vice President & CFO
Gary Hulbert Vice President & Regional Manager
Tom Kaplan Sales Manager
Rent USA's management team consists of a group experienced professionals.
Their backgrounds consist of more than 100 collective years of experience.
Rent USA's CEO and advisory staff has more than 100 collective years of
construction and rental experience. Rent USA's financial team has more than 25
collective years of finance and accounting experience.
Management Responsibilities
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Al Harvey, President and CEO
Mr. Harvey develops and maintains the company vision. Oversees all areas and
company departments. Approves all financial obligations. Seeks business
opportunities and strategic alliances with other organizations. Plans,
develops and establishes policies and objectives of business organization in
accordance with board directives and company charter. Directs and coordinates
financial programs to provide funding for new or continuing operations in order
to maximize return on investments and increase productivity.
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Goals include: To form Rent USA into one of the premier equipment rental
companies in the Unites States by maintaining quality of equipment, service and
reliability to facilitate increased revenues, profitability, and exposure.
Dan McCoy, Vice President and CFO
Works closely with CEO to develop revenue and profitability goals. Works with
investors and creditors to raise required capital to meet Companies funding
requirements. Works with CEO to target and review feasibility of potential
acquisitions. Overseas Company's overall accounting and tax liabilities.
Works with Sales Manager to establish optimal sales levels and pricing.
Gary Hulbert, Vice President and Regional Manager
Overseas the Southern California Divisions of the Company to ensure maximum
profitability and adherence to Board mandated policies and directives.
Tom Kaplan, Sales Manager
Manage the field sales representatives. Provides assistance to the Controller
and CEO to determine optimal sales and pricing levels.
Goals include: Develop and maintain an effective and efficient sales force and
sales presentation to optimize sales and profitability.
Management Team Backgrounds
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The strength of Rent USA's management team stems from combined expertise in
both management and technical areas. This has produced outstanding results over
the past years. In addition, the leadership and alignment characteristics of
Rent USA's management team have resulted in the establishment of broad and
flexible goals designed to meet the ever-changing demands of the quickly moving
marketplace requiring Rent USA's products. This is evident when the team
responds to situations requiring new and innovative capabilities.
Al Harvey, President & CEO
Mr. Harvey's professional experience includes virtually every aspect of the
equipment rental industry. He has been involved in the construction and rental
industry for over 30 years. Mr. Harvey has acquired specific knowledge of the
needs of construction contractors in order to develop an efficient and market
responsive rental organization. He has for ten years been actively involved in
the establishment of a recognized program for Disabled Veteran owned Business
Enterprises. Subsequently Al formed Rent USA and coordinated a joint venture
with Northland Rental & Supply, a DVBE business.
Daniel L. McCoy, Vice President & CFO
Mr. McCoy has extensive experience in the banking and finance area. Previous
position held include Vice President & Manager of International Banking for
Union Bank of California; Vice President & Manager of International Treasury
Services for Standard Chartered Bank of London; Vice President & Manager of
Cash Management Services First Interstate Bank Ltd. (wholesale banking
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subsidiary). More recently Mr. McCoy has served as VP & CFO of Environmental
Energy Systems Inc., an alternative fuel manufacturer and distributor.
Gary Hulbert, Vice President & Regional Manager
With more than 40 years heavy equipment sales and management experience, Mr.
Hulbert brings great depth to the Rent USA management team. This experience
includes the follow positions: General Manger Southland Equipment Sales,
General Manger Samsung Southern California Dealership, Operations Manger for
Western Equipment of Fontana California, Sales Manager for Empire Equipment in
San Diego, Area Sales Representative Shepard CAT dealership - Los Angeles Area.
Tom Kaplan, Sales Manger
Mr. Kaplan has been involved in the construction and heavy equipment industry
for more than 18 years. Among the former position he has held are: General
Manager of Orphan Equipment, Assistant Manger of Used Equipment for SMA
Equipment Company of Riverside California, Rental Manager for Southland
Equipment Services of Fontana California, Western Sales Manger for Interpipe,
Inc., Western Sales and Rental Manager for Scott Machinery, and General Manager
of Victor Valley Building Materials, Inc. of Victorville California.
Item 6. Remuneration of Directors and Executive Officers
Annual (a)Off Balance
Name: Comp. Sheet Sales
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Al Harvey, CEO $ 225,000
Dan McCoy, VP&CFO $ 150,000
Gary Hulbert, VP&RM $ 84,000 5%
Tom Kaplan, Sales Mgr. $ 84,000 5%
Open - Controller $ 42,000
(a) percent representative of off balance sheet sales handled personally by
officer.
Item 7. Interest of Management and Others in Certain
Transactions
No known conflicts of interest or self dealing are known at this time.
Item 8. Legal Proceedings
There is no litigation pending at this time.
Part II
Item 1. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters
Dividends have not been issued by the Company. The market value is to be
determined.
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Item 2. Recent Sales of Unregistered Securities
None.
Item 3. Description of Securities
The Company is authorized to issue 20,000,000 shares of Common Stock, par value
$0.001 per share and 5,000,000 shares of Preferred Stock, par value $0.001 per
share. The Company's presently 4,895,250 shares of Common Stock issued and
outstanding are held by approximately 30 of record.
Common Stock.
All shares of Common Stock have equal voting rights and, when validly issued
and outstanding, are entitled to one vote per share in all matters to be voted
upon by shareholders. The shares of Common Stock have no preemptive,
subscription, conversion or redemption rights and may be issued only as fully
paid and non-assessable shares. Cumulative voting in the election of directors
is not permitted, which means that the holders of a majority of the issued and
outstanding shares of Common Stock represented at any meeting at which a quorum
is present will be able to elect the entire Board of Directors if they so
choose and, in such event, the holders of the remaining shares of Common Stock
will not be able to elect any Directors. In the event of liquidation of the
Company, each shareholder is entitled to receive a proportionate share of the
Company's assets available for distribution to shareholders after the payment
of liabilities and after distribution in full of preferential amounts, if any.
All shares of the Company's Common Stock issued and outstanding are fully-paid
and non-assessable. Holders of the Common Stock are entitled to a pro-rata
share in dividends and distributions with respect to the Common Stock, as may
be declared by the Board of Directors out of funds legally available therefore.
Preferred Shares.
Shares of Preferred Stock may be issued from time to time in one or more Series
as may be determined by the Board of Directors. The voting powers and
preferences, the relative rights of each such Series and the qualifications,
limitations and restrictions thereof shall be established by the Board of
Directors, except that no holder of Preferred Stock shall have preemptive
rights.
Item 4. Indemnification of Directors and Officers
The Nevada Revised Statutes and the Company's Articles of Incorporation and
Bylaws authorize indemnification of a director, officer, employee or agent of
the Company against expenses incurred by him or her in connection with any
action, suit, or proceeding to which such person is named a party by reason of
having acted or served in such capacity, except for liabilities arising from
such person's own misconduct or negligence in performance of duty. In addition,
even a director, officer, employee or agent of the Company who was found liable
for misconduct or negligence in the performance of duty may obtain such
indemnification if, in view of all the circumstances in the case, a court of
competent jurisdiction determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
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Part F/S
Item 1. Financial Statements
The audited financial statements of the Company and related notes which are
included in this offering have been examined by James E. Slayton, CPA, and have
been so included in reliance upon the opinion of such accountants given upon
their authority as an expert in auditing and accounting.
The following documents are filed as part of this report:
a) Rent USA, Inc.
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
December 15, 1998
<PAGE>
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
BALANCE SHEET - ASSETS F-2
BALANCE SHEET - LIABILITIES AND SHAREHOLDER'S 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
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
INDEPENDENT AUDITORS' REPORT
Board of Directors December 15, 1999
Rent USA, Inc. (The Company)
Las Vegas, Nevada 89109
I have audited the Balance Sheet of Rent USA, Inc. (A Development Stage
Company), as of December 15, 1999, and the related Statements of Operations,
Stockholders' Equity and Cash Flows for the period November 17, 1999 (Date of
Inception) to December 15, 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 I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis evidence
supporting the amounts and disclosures in the financial statement presentation.
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 Rent USA, Inc., (A
Development Stage Company), as of December 15, 1999, and the results of its
operations and cash flows for the period November 17, 1999 (Date of Inception)
to December 15, 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 3 to the
financial statements, the Company has had limited operations and has not
established a long term source of revenue. The Company has had operating losses
in its previous operating periods. this raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID# 04-1-15582
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
December 15, 1999
ASSETS
ASSETS
<TABLE>
<S> <C>
CURRENT ASSETS
Cash 0.00
-------------
Total Current Assets 0.00
PROPERTY AND EQUIPMENT
Property and Equipment(net of depreciation 7,154,081.00
-------------
Total Property and Equipment 7,154,081.00
OTHER ASSETS
Organization Costs(net of amortization) 0.00
-------------
Total Other Assets 0.00
-------------
TOTAL ASSETS 7,154,081.00
-------------
-------------
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS AT
December 15, 1999
LIABILITIES & EQUITY
<TABLE>
<S> <C>
CURRENT LIABILITES
Accounts Payable 910.00
-------------
Total Current Liabilities 0.00
OTHER LIABILITIES
Noncurrent Liabilities 1,661,721.00
-------------
Total Other Liabilities 1,661,721.00
-------------
Total Liabilities 1,661,721.00
EQUITY
Common Stock, $0.001 par value, authorized 20,000,000
shares; issued and outstanding at 12/15/1999,
1,103,289 common shares 6,098.00
Additional Paid in Capital 5,490,347.00
Donated Capital 0.00
Retained Earnings (Deficit accumulated during development stage) (5,910.00)
-------------
Total Stockholders' Equity 5,490,535.00
-------------
TOTAL LIABILITIES & OWNER'S EQUITY $7,154,081.00
-------------
-------------
</TABLE>
See accompanying notes to financial statements
F-3
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR PERIOD
November 17, 1999 (Date of Inception) to December 15, 1999
<TABLE>
<S> <C>
REVENUE
Services 0.00
COSTS AND EXPENSES
Selling, General and Administrative (5,910.00)
-------------
Total Costs and Expenses 0.00
-------------
Net Ordinary Income or (Loss) 0.00
-------------
-------------
Weighted average number of common
shares outstanding 5,109,829
Net Loss Per Share 0.00
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR PERIOD
November 17, 1999 (Date of Inception) to December 15, 1999
<TABLE>
<CAPTION>
Deficit
accumulated
Common Additional during Total
Stock paid-in Donated development Stockholder's
Shares Amount capital Capital stage Equity
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
March 26, 1999 5,000,000 5,000.00 0.00 0.00 5,000.00
Issued for cash
December 10, 1999 1,098,289 1,098.29 5,490,346.71 5,491,445
Issued as part of
December 10, 1999
purchase agreement
Net loss (5,910.00) (5,910.00)
November 17, 1999
(inception) to
December 15, 1999
------------ ------------ ------------ ------------ ------------ ------------
Balances as at
December 15, 1999 1,098,289 $1,103.29 $5,490,346.71 $0.00 ($5,910.00)$5,490,535.00
------------ ------------ ------------ ------------ ------------ ------------
------------ ------------ ------------ ------------ ------------ ------------
</TABLE>
See accompanying notes to financial statements
F-5
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR PERIOD
November 17, 1999 (Date of Inception) to December 15, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) from operations ($5,910.00)
Adjustments to reconciled net income
to net cash provided
Depreciation Expense 0.00
Increase in accounts payable 910.00
Services rendered in exchange for stock 0.00
-------------
Net cash flow provided by operating activities (5,000.00)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of software 0.00
Purchase of domain name 0.00
Purchase of URL 0.00
-------------
Net cash used by investing activities 0.00
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of Capital Stock 5,000.00
Advances from parent company 0.00
-------------
Net cash provided by financing activities 5,000.00
Net increase (decrease) in cash 0.00
Balances as at end of period 0.00
</TABLE>
See accompanying notes to financial statements
F-6
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 27, 1998 (Date of Inception) under the laws
of the State of Delaware, as Rent USA, Inc. (The Company) has no operations and
in accordance with SFAS #7, the Company is considered a development state
company.
On March 26, 1999, the Company issued 5,000,000 shares of its $.001 par
value common stock for $5,000.00 in cash.
On or about November 17, 1999, the Company incorporated in Nevada Solely
for the purpose of moving the corporate domicile to Nevada.
On December 15, 1999, the Company purchased a number of assets and issued
1,098,289 shares of its $.001 par value common stock and assumed related
liabilities in the amount of $1,661,721.00.
The Company has 20,000,000 of $.001 par value common stock authorized and
5,000,000 of $.001 par value preferred stock authorized.
There have been no other issuances of equity of Common Stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. The cost of organization was expensed when incurred.
3. Basic earnings per share is computed using the weighted average number
of shares of common stock outstanding.
4. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
5. The cost of equipment is depreciated over the estimated useful life of
the equipment utilizing the straight line method of depreciation. The amount of
depreciation recorded during this period was $0.00.
F-7
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES - CONTINUED
6. The Company experienced losses since its inception (date of inception)
to December 15, 1999. The Company will review its need for a provision for
federal income tax after each operating quarter and each period for which a
statement of operations is issued. There has not been any deferred tax benefits
recorded as management has deemed it less than likely that the net operating
losses will be utilized.
7. The Company has adopted December 31 as its fiscal year end.
8. The Company records its inventory at cost.
9. The preparation of financial statements in conformity with generally
accepted accounting principles requires that management make estimates and
assumptions which affect the reported amounts of assets and liabilities as at
the date of the financial statements and revenues and expenses for the period
reported. Actual results may differ from these estimates.
10. The Company's Statement of Cash Flows is reported utilizing cash
(currency on hand and demand deposits) and cash equivalents (short-term, highly
liquid investments). The Company's Statement of Cash Flows is reported
utilizing the indirect method of reporting cash flows.
11. The Company's other assets which are identifiable intangible assets
are amortized on a straight line basis for a period of 60 months, the estimated
economic life of the licensing rights. The amount of amortization of intangible
assets recorded during this period was $106,606.00.
NOTES 3 GOING CONCERN
The Company's financial statements are prepared using the 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 has not generated significant
revenues from its planned principle operations. Without realization of
additional capital, it would be unlikely for the Company to continue as a going
concern.
F-8
<PAGE>
Rent USA, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
December 15, 1999
NOTE 4 - RELATED PARTY TRANSACTION
Office services are provided without charge by a director. Such costs are
immaterial to the financial statements 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 other 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 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 6 - YEAR 2000 ISSUE
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar problems
may arise in systems which use certain dates in 1999 to represent something
other than a date. the effects of the Year 2000 issue may be experienced before
on, or after January 1, 2000 and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant systems failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
NOTE 7 - LONG TERM COMMITMENTS
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements 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 other 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.
F-9
<PAGE>
James E. Slayton, CPA
3867 WEST MARKET STREET
SUITE 208
AKRON, OHIO 44333
To Whom It May Concern: December 15, 1999
The firm of James E. Slayton, Certified Public Accountant consents to the
inclusion of my report of December 15, 1999, on the Financial Statements of
Rent USA, Inc. from the inception date of November 17, 1999 through December
15, 1999, in any filings that are necessary now or in the near future to be
filed with the U. S. Securities and Exchange Commission.
Professionally,
/s/ James E. Slayton
- -------------------------
James E. Slayton, CPA
Ohio License ID # 04-1-15582
Item 2. Changes in and Disagreements With Accountants
on Accounting and Financial Disclosure
None.
Part III
Item 1. Index to Exhibits
Exhibit
Number Title
- -------- ------
3.1 Nevada Article of Incorporation
3.2 Nevada By Laws
10.1 Employment Contract between Rent USA, Inc. and Mr. Al
Harvey
10.2 Marketing Agreement between Big Iron Rental and Northland
Supply Company
10.3 Agreement and Plan of Merger
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Rent USA, Inc.
(Registrant)
Date: December 24, 1999 By: /s/ Al Harvey
-----------------------
Al Harvey
President
Item 2. Description of Exhibits
BY-LAWS
of
RENT USA, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the
Corporation may be held, pursuant to any relevant statute under Nevada
Revised Statutes, at its office in the City of Las Vegas, Clark County,
Nevada, at 5:30 o'clock P.M. on the 24th day of October in each year,
if not a legal holiday, and if a legal holiday, then on the next
succeeding day not a legal holiday, for the purpose of electing
Directors of the Corporation to serve during the ensuing year and for
the transaction of such other business as may be brought before the
meeting.
At least five days written notice specifying the time and place,
when and where, the annual meeting shall be convened, shall be mailed
in a United States Post Office addressed to each of the stockholders of
record at the time of issuing the notice at his or her, or its last
known address, as the same appears on the books of the Corporation.
SECTION 2. Special meetings of the stockholders may be held at
the office of the Corporation in the State of Nevada, or elsewhere,
whenever called by the President, or by the Board of Directors, or by
vote of, or by an instrument in writing signed by the holders of 50
percent (50%) of the issued and outstanding capital stock of the
Corporation. At least ten days written notice of such meeting,
specifying the day and hour and place, when such meeting shall be
convened, and objects for calling the same, shall be mailed in a United
States Post Office, addressed to each of the stockholders of record at
the time of issuing the notice, at his address last known, as the same
appears on the books of the Corporation.
SECTION 3. If all the stockholders of the Corporation shall waive
notice of a meeting, no notice of such meeting shall be required, and
whenever all of the stockholders shall meet in person or by proxy, such
meeting shall be valued for all purposes without call or notice, and at
such meeting any corporate action may be taken.
The written certificate of the officer or officers calling any
meeting setting forth the substance of the notice, and the time and
place of the mailing of the same to the several stockholders, and the
respective addresses to which the same were mailed, shall be prima
facie evidence of the manner and fact of the calling and giving such
notice.
If the address of any stockholder does not appear upon the books
of the Corporation, it will be sufficient to address any notice to such
stockholder at the principal office of the Corporation.
1
<PAGE>
SECTION 4. All business lawful to be transacted by the
stockholders of the Corporation, may be transacted at any special
meeting or at any adjournment thereof. Only such business, however,
shall be acted upon at the special meeting of the stockholders as shall
have been referred to in the notice calling such meetings, but at any
stockholders' meeting at which all of the outstanding capital stock of
the Corporation is represented, either in person or by proxy, any
lawful business may be transacted, and such meeting shall be valid for
all purposes.
SECTION 5. At the stockholders' meeting the holders of fifty-one
percent (51%) in amount of the entire issued and outstanding capital
stock of the Corporation, shall constitute a quorum for all purposes of
such meetings.
If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend, in person or by proxy, at the time and
place fixed by these By-laws for any annual meeting, or fixed by a
notice as above provided for a special meeting, a majority in interest
of the stockholders present in person or by proxy may adjourn from time
to time without notice other than by announcement at the meeting, until
holders of the amount of stock requisite to constitute a quorum shall
attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been
transacted as originally called.
SECTION 6. At each meeting of the stockholders every stockholder
shall be entitled to vote in person or by his duly authorized proxy
appointed by instrument in writing subscribed by such stockholder or by
his duly authorized attorney. Each stockholder shall have one vote for
each share of stock standing registered in his name on the books of the
corporation, ten days preceding the day of such meeting. The votes for
directors, and upon demand by any stockholder, the votes upon any
question before the meeting, shall be viva voce.
At each meeting of the stockholders, a full, true and complete
list, in alphabetical order, of all the stockholders entitled to vote
at such meeting and indicating the number of shares held by each,
certified by the Secretary of the Corporation, shall be furnished,
which list shall be prepared at least ten days before such meeting, and
shall be open to the inspection of the stockholders, or their agents or
proxies, at the place where such meeting is to be held. The persons in
whose names shares of stock are registered on the books of the
Corporation for ten days preceding the date of such meeting, as
evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of Attorney to vote must be filed
with the Secretary of the Corporation before an election or a meeting
of the stockholders, or they cannot be used at such election or
meeting.
SECTION 7. At each meeting of the stockholders the polls shall be
opened and closed; the proxies and ballots issued, received, and be
taken in charge of, for the purpose of the meeting, and all questions
touching the qualifications of voters and the validity of proxies, and
the acceptance or rejection of votes, shall be decided by one
inspector. Such inspector shall
2
<PAGE>
be appointed at the meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of
business shall be as follows:
1. Determination of Stockholders present and existence of quorum;
2. Reading and approval of the Minutes of previous meeting or
meetings;
3. Reports of the Board of Directors, the President, Vice-
President,
Treasurer and Secretary of the Corporation in the order named;
4. Reports of Committee;
5. Election of Directors;
6. Unfinished business;
7. New Business;
8. Adjournment.
ARTICLE II
DIRECTORS AND THEIR MEETINGS
SECTION 1. Consistent with Article VI of the Articles of
Incorporation, the Board of Directors of the Corporation shall consist
of at least one (1) but no more than five (5) persons, unless modify by
an amendment to these Articles, who shall be chosen by the stockholders
annually, at the annual meeting of the Corporation, and who shall hold
office for one year, and until their successors are elected and
qualify.
SECTION 2. When any vacancy occurs among the Directors by death,
resignation, disqualification or other cause, the stockholders, at any
regular or special meeting, or at any adjourned meeting thereof, or the
remaining Directors, by the affirmative vote of a majority thereof,
shall elect a successor to hold office for the unexpired portion of the
term of the Director whose place shall have become vacant and until his
successor shall have been elected and shall qualify.
SECTION 3. Meeting of the Directors may be held at the principal
office of the Corporation in the State of Nevada or elsewhere, at such
place or places, in person or telephonically, as the Board of Directors
may, from time to time, determine.
3
<PAGE>
SECTION 4. Without notice or call, the Board of Directors shall
hold its first annual meeting for the year immediately after the annual
meeting of the stockholders or immediately after the election of
Directors at such annual meeting.
Regular meetings of the Board of Directors may be held at the
office of the Corporation during the first week of the month, at the
hour of 5:30 o'clock P.M. Notice of such regular meetings shall be
mailed to each Director by the Secretary at least three days previous
to the day fixed for such meetings, but no regular meeting shall be
held void or invalid if such notice is not given, provided the meeting
is held at the time and place fixed by these by-laws for holding such
regular meetings.
Special meetings of the Board of Directors may be held on the call
of the President or Secretary on at least three days notice by mail,
fax, e-mail or telegraph.
Any meeting of the Board, no matter where held, at which all of
the members shall be present, even though without or of which notice
shall have been waived by all absentees, provided a quorum shall be
present, shall be valid for all purposes unless otherwise indicated in
the notice calling the meeting or in the waiver of notice.
Any and all business may be transacted by any meeting of the Board
of Directors, either regular or special.
SECTION 5. A majority of the Board of Directors in office shall
constitute a quorum for the transaction of business, but if at any
meeting of the Board there be less than a quorum present for the
transaction of business, a majority of those present may adjourn from
time to time, until a quorum shall be present, and no notice of such
adjournment shall be required. The Board of Directors may prescribe
rules not in conflict with these By-laws for the conduct of its
business; provided, however, that in the fixing of salaries of the
officers of the corporation, the unanimous action of all of the
Directors shall be required.
SECTION 6. A Director need not be a Stockholder of the
Corporation.
SECTION 7. The Directors shall be allowed and paid all necessary
expenses incurred in attending any meeting of the Board, but shall not
receive any compensation for their services as Directors until such
time as the Corporation is able to declare and pay dividends on its
capital stock.
SECTION 8. The Board of Directors shall make a report to the
Stockholders at any annual meetings of the Stockholders of the
condition of the Corporation, and shall, when requested, furnish each
of the Stockholders with a true copy thereof.
The Board of Directors in its discretion may submit any contract
or act for approval or ratification at any annual meeting of the
stockholders called for the purpose of considering any such contract or
act, which, if approved, or ratified by the vote of the holders of a
majority of
4
<PAGE>
the capital stock of the Corporation represented in person or by proxy
at such meeting, provided that a lawful quorum of stockholders be there
represented in person or by proxy, shall be valid and binding upon the
Corporation and upon all the stockholders thereof, as if it had been
approved or ratified by every stockholder of the Corporation.
SECTION 9. The Board of Directors shall have the power from time
to time to provide for the management of the offices of the Corporation
in such manner as they see fit, and in particular from time to time to
delegate any of the powers of the Board in the course of the current
business of the Corporation to any standing or special committee or to
any officer or agent and to appoint any persons to be agents of the
Corporation with such powers (including the power to sub-delegate), and
upon such terms as may be deemed fit.
SECTION 10. The Board of Directors is vested with the complete
and unrestrained authority in the management of all the affairs of the
Corporation, and is authorized to exercise for such purpose as the
General Agent of the Corporation, its entire corporate authority.
SECTION 11. The regular order of business at meetings of the
Board of Directors shall be as follows:
1. Determination of members present and existence of quorum;
2. Reading and approval of the Minutes of previous meeting or
meetings;
3. Reports of Officers and Committeemen;
4. Election of Officers;
5. Unfinished business;
6. New Business;
7. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each
meeting after the annual meeting of stockholders, shall elect a
President, a Secretary, and a Treasurer to hold office for one year
next coming, and until their successors are elected and qualify. The
Board of Directors may, at its discretion, elect a Vice-President to
hold office for one (1) year and until its successor is elected and
qualifies. The offices of the President, Vice-President (if any),
Secretary and Treasurer may be held by one person.
5
<PAGE>
Any vacancy in any of said offices may be filled by the Board of
Directors.
The Board of Directors may from time to time, by resolution,
appoint such additional Assistant Secretaries, Assistant Treasurers and
Transfer Agents of the Corporation as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed
officers shall be subject to removal at any time by the Board of
Directors. All officers, agents, and factors of the Corporation shall
be chosen and appointed in such manner and shall hold their office for
such terms as the Board of Directors may by resolution prescribe.
SECTION 2. The President shall be the executive officer of the
Corporation and shall have the supervision and, subject to the control
of the Board of Directors, the direction of the Corporation's affairs,
with full power to execute all resolutions and orders of the Board of
Directors not especially entrusted to some other officer of the
Corporation. He shall be a member of the Executive Committee, (if any)
and the Chairman thereof; he shall preside at all meetings of the Board
of Directors, and at all meetings of the stockholders, and shall sign
the Certificates of Stock issued by the Corporation, and shall perform
such other duties as shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President (if any) shall be vested with all
the powers and perform all the duties of the President in his absence
or inability to act, including the signing of the Certificates of Stock
issued by the Corporation, and he shall so perform such other duties as
shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the funds
and securities of the Corporation. When necessary or proper he shall
endorse on behalf of the Corporation for collection checks, notes and
other obligations; he shall deposit all monies to the credit of the
Corporation in such bank or banks or other depository the Board of
Directors may designate; he shall sign all receipts and vouchers for
payments made by the Corporation, except as herein otherwise provided.
He shall sign with the President all bills of exchange and promissory
notes of the Corporation; he shall also have the care and custody of
the stocks, bonds, certificates, vouchers, evidence of debts,
securities, and such other property belonging to the Corporation as the
Board of Directors shall designate; he shall sign all papers required
by law or by those By-laws or the Board of Directors to be signed by
the Treasurer. Whenever required by the Board of Directors, he shall
render a statement of his cash account; he shall enter regularly in the
books of the Corporation to be kept by him for the purpose, full and
accurate accounts of all monies received and paid by him on account of
the Corporation. He shall at all reasonable times exhibit the books of
account to any Director of the Corporation during business hours, and
he shall perform all acts incident to the position of Treasurer subject
to the control of the Board of Directors.
The Treasurer shall, if required by the Board of Directors, give
bond to the Corporation conditioned for the faithful performance of all
his duties as Treasurer in such sum, and with such security as shall be
approved by the Board of Directors, with expense of
6
<PAGE>
such bond to be borne by the Corporation.
SECTION 5. The Board of Directors may appoint an Assistant
Treasurer who shall have such powers and perform such duties as may be
prescribed for him by the Treasurer of the Corporation or by the Board
of Directors, and the Board of Directors shall require the Assistant
Treasurer of the Corporation to give a bond to the Corporation in such
sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense
of such bond to be borne by the Corporation.
SECTION 6. The Secretary shall keep the Minutes of all meetings
of the Board of Directors and the Minutes of all meetings of the
stockholders and of the Executive Committee (if any) in books provided
for that purpose. He shall attend to the giving and serving of all
notices of the Corporation; he may sign with the President or Vice-
President, in the name of the Corporation, all contracts authorized by
the Board of Directors or Executive Committee (if any); he shall affix
the corporate seal of the Corporation thereto when so authorized by the
Board of Directors or Executive committee; he shall have the custody of
the corporate seal of the Corporation; he shall affix the corporate
seal to all certificates of stock duly issued by the Corporation; he
shall have charge of Stock Certificate Books, Transfer books and Stock
Ledgers, and such other books and papers as the Board of Directors or
the Executive committee (if any) may direct, all of which shall at all
reasonable times be open to the examination of any Director upon
application at the office of the Corporation during business hours, and
he shall, in general, perform all duties incident to the office of the
Secretary.
SECTION 7. The Board of Directors may appoint an Assistant
Secretary who shall have such powers and perform such duties as may be
prescribed for him or her by the Secretary of the Corporation or by the
Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors,
the President shall have full power and authority in behalf of the
Corporation to attend and to act and to vote at any meetings of the
stockholders of any corporation in which the Corporation may hold
stock, and at any such meetings, shall possess and may exercise any and
all rights and powers incident to the ownership of such stock, and
which as the new owner thereof, the Corporation might have possessed
and exercised if present. The Board of Directors, by resolution, from
time to time, may confer like powers on any person or persons in place
of the President to represent the Corporation for the purposes in this
section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the Corporation shall be issued
in such manner and at such times and upon such conditions as shall be
prescribed by the Board of Directors.
SECTION 2. Ownership of stock in the Corporation shall be
evidenced by certificates
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<PAGE>
of stock in such forms as shall be prescribed by the Board of
Directors, and shall be under the seal of the Corporation and signed by
the President or the Vice-President and also by the Secretary or by an
Assistant Secretary.
All certificates shall be consecutively numbered, the name of the
person owning the shares represented thereby with the number of such
shares, designation, if any, of class or series of shares represented
and the date of issue shall be entered on the Corporate books.
No certificate shall be valid unless it is signed by the President
or Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the Corporation shall be canceled
and no new certificate shall be issued until the former certificate for
the same number of shares shall have been surrendered or canceled.
SECTION 3. No transfer of stock shall be valid as against the
Corporation except on surrender and cancellation of the certificate
therefor, accompanied by an assignment or transfer by the owner
therefor, made either in person or under assignment, a new certificate
shall be issued therefor.
Whenever any transfer shall be expressed as made for collateral
security and not absolutely, the same shall be so expressed in the
entry of said transfer on the books of the Corporation.
SECTION 4. The Board of Directors shall have power and authority
to make all such rules and regulations not inconsistent herewith as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the Corporation.
The Board of Directors may appoint a transfer agent and a
registrar of transfers and may require all stock certificates to bear
the signature of such transfer agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all
meetings of the stockholders for the period of ten days prior to such
meetings and shall be closed for the payment of dividends during such
periods as from time to time may be fixed by the Board of Directors and
during such periods no stock shall be transferable.
SECTION 6. Any person or persons applying for a certificate of
stock in lieu of one alleged to have been lost or destroyed, shall make
affidavit or affirmation of the fact, and shall deposit with the
Corporation an affidavit. Whereupon, at the end of six months after
the deposit of said affidavit and upon such person or persons giving
Bond of Indemnity to the Corporation with surety to be approved by the
Board of Directors in double the current value
8
<PAGE>
of stock against any damage, loss or inconvenience to the Corporation,
which may or can arise in consequences of a new or duplicate
certificate being issued in lieu of the one lost or missing, the Board
of Directors may cause to be issued to such person or persons a new
certificate, or a duplicate of the certificate, or a duplicate of the
certificate so lost or destroyed. The Board of Directors may, in its
discretion refuse to issue such new or duplicate certificate save upon
the order of some court having jurisdiction in such matter, anything
herein to the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the Corporation, in Nevada
shall be located at 537 East Sahara Avenue #203, Las Vegas, Nevada
89104, and the Corporation may have a principal office in any other
state or territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-laws
and Articles of Incorporation of the Corporation shall be kept at the
office of the Corporation, for the inspection of all who are authorized
or have the right to see the same, and for the transfer of stock. All
other books of the Corporation shall be kept at such places as may be
prescribed by the Board of Directors.
ARTICLE VI
INDEMNITY
SECTION 1. Every person who was or is a party to, or is
threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he, or a person of who he is the legal
representative, is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or
officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless to the fullest extent legally permissible
under the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys? fees, judgments,
fines and amounts paid or to be paid in settlement) reasonably incurred
or suffered by him in connection therewith. Such right of
indemnification shall be a contract right which may be enforced in any
manner desired by such person. The expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of
the final disposition of the action, suit or proceeding, upon receipt
of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall not be exclusive of
any other right which such directors, officers or representatives may
have or hereafter acquire, and, without limiting the generality of such
statement, they shall be entitled to their respective rights of
indemnification under
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<PAGE>
any bylaw, agreement, vote of stockholders, provision of law, or
otherwise, as well as their rights under this Article.
SECTION 2. The Board of Directors may cause the corporation to
purchase and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, or as its representative in a partnership, joint venture,
trust or other enterprise against any liability asserted against such
person and incurred in any such capacity or arising out of such status,
whether or not the corporation would have the power to indemnify such
person.
ARTICLE VII
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve
over and above the capital stock paid in, such an amount in its
discretion as it may deem advisable to fix as a reserve fund, and may,
from time to time, declare dividends from the accumulated profits of
the Corporation in excess of the amounts so reserved, and pay the same
to the stockholders of the Corporation, and may also, if it deems the
same advisable, declare stock dividends of the unissued capital stock
of the Corporation.
SECTION 2. No agreement, contract or obligation (other than
checks in payment of indebtedness incurred by authority of the Board of
Directors) involving the payment of monies or the credit of the
Corporation for more than 500 Dollars ($500), for
contracts/obligations, shall be made without the authority of the Board
of Directors, or of the Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors,
all agreements and contracts shall be signed by the President and the
Secretary in the name and on behalf of the Corporation, and shall have
the corporate seal thereto attached.
SECTION 4. All monies of the Corporation shall be deposited when
and as received by the Treasurer in such bank or banks or other
depository as may from time to time be designated by the Board of
Directors, and such deposits shall be made in the name of the
Corporation.
SECTION 5. No note, draft, acceptance, endorsement or other
evidence of indebtedness shall be valid or against the Corporation
unless the same shall be signed by the President or a Vice-President,
and attested by the Secretary or an Assistant Secretary, or signed by
the Treasurer or an Assistant Treasurer, and countersigned by the
President, Vice-President, or Secretary, except that the Treasurer or
an Assistant Treasurer may, without countersignature, make endorsements
for deposit to the credit of the Corporation in all its duly authorized
depositories.
10
<PAGE>
SECTION 6. No loan or advance of money shall be made by the
Corporation to any stockholder or officer therein, unless the Board of
Directors shall otherwise authorize.
SECTION 7. No director nor executive officer of the Corporation
shall be entitled to any salary or compensation for any services
performed for the Corporation, unless such salary or compensation shall
be fixed by resolution of the Board of Directors, adopted by the
unanimous vote of all the Directors voting in favor thereof.
SECTION 8. The Corporation may take, acquire, hold, mortgage,
sell, or otherwise deal in stocks or bonds or securities of any other
corporation, if and as often as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause
to be executed, mortgages, and liens without limit as to amount upon
the property and franchise of this Corporation, and pursuant to the
affirmative vote, either in person or by proxy, of the holders of a
majority of the capital stock issued and outstanding; the Directors
shall have the authority to dispose in any manner of the whole property
of this Corporation.
SECTION 10. The Corporation shall have a corporate seal, the
design thereof being as follows:
SECTION 11. Proxies: Where written consents are given with
respect to any shares, it shall be given by and accepted from the
persons in whose names shares stand on the books of the Corporation at
the time such respective consents are given, or by their proxies,
provided that any shareholders giving a written consent, or his proxy,
or his transferred or personal representative, or their respective
proxies, may revoke the same prior to the time that written consents of
the number of shares required to authorize the proposed action have
been filed with the Secretary of the Corporation. The Secretary of the
Corporation may demand reasonable proof of the genuineness of any or
all proffered proxies, in default of which no such proxy need be
recognized. Persons entitled to vote or execute consents shall have
the right to do so either in person or by one or more agents authorized
by a written proxy executed by the person or his duly authorized agent
and filed with the Secretary of the Corporation, provided that the
proxy shall be valid only if executed in favor of another shareholder
of the Corporation, and further provided that no proxy shall be valid
after the expiration of six (6) months from the date of its execution.
SECTION 12. Voting Trusts: If a voting trust agreement is filed
in the Office of the Corporation, the Corporation shall take notice of
its terms and the limitations this agreement
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places on the authority of the trustees. The agreement shall be valid
only if voting power is vested in another shareholder of the
Corporation.
SECTION 13: Repurchase of Shares: This Corporation may
repurchase its outstanding shares without regard to any restriction
provided by law upon the repurchase of shares, provided only that one
voting share remains issued and outstanding.
SECTION 14. Shares of Deceased Shareholders: When this
Corporation shall have two or more shareholders and one of its
shareholders dies, his shares shall be sold and transferred to this
Corporation, or to one or more of the other shareholders of this
Corporation, in accordance with the applicable terms of Article 15 or
if the Shareholder and/or corporation have an agreement in effect said
agreement shall apply herein. Such sale shall not be later than three
(3) months after any such death unless otherwise agreed to by the
Shareholder. If no such agreement shall be in effect or, if in effect,
if such agreement shall be in dispute, in default or unperformed, then
upon the last day for the mandatory sale required by this Section 14
the Corporation may cancel all of such shares without the necessity of
the physical surrender of the certificates evidencing such shares and
such deceased Shareholder shall upon such cancellation cease to be a
Shareholder of this Corporation. Nothing in this Section 14 shall in
any way impair any of the rights of any representative of such deceased
shareholder to claim just compensation for the fair value of his
shares.
SECTION 15. Restrictions on Transfer: In the event there is no
other agreement currently in effect regarding the transfer of stock of
the Corporation, before there can be a valid sale or transfer of any of
the shares of the Corporation by any holder, he shall first offer these
shares to the Corporation and then to the other holders of shares in
the following manner:
(a) The offering Shareholder shall deliver a notice in writing, by
mail, or otherwise, to the Secretary of the Corporation stating the
price, terms, and conditions of the proposed sale or transfer, the
number of shares to be sold or transferred, and his intention so to
sell or transfer these shares. Within thirty (30) days thereafter, the
Corporation shall have the prior right to purchase all of the shares so
offered at the price and upon the terms and conditions stated in the
notice. Should the Corporation fail to purchase all of these shares,
at the expiration of said thirty (30) days period, or prior thereto,
upon the determination of the Corporation to purchase none or only a
portion of such shares so offered, the Secretary of the Corporation
shall, within five (5) days thereafter, mail or deliver to each of the
other shareholders a notice setting forth the particulars concerning
said shares not so purchased by the Corporation described in the notice
received from the offering Shareholder. The other Shareholders shall
have the right to purchase all of the shares specified in said
Secretary's notice by delivering to the Secretary by mail or otherwise
a written offer or offers to purchase all or any specified number of
such shares upon the terms so described in the Secretary's notice if
such offer or offers are so delivered to the Secretary within fifteen
(15) days after mailing or delivering such Secretary's notice to such
other shareholders. If the total number of shares
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<PAGE>
specified in such offers so received within such period by the
Secretary exceeds the number of shares referred to in such Secretary's
notice, each offering shareholder shall be entitled to purchase such
proportion of the shares referred to in said notice to the Secretary as
the number of shares of this Corporation which he holds bears to the
total number of shares held by all such shareholders desiring to
purchase the shares referred to in said notice to the Secretary.
(b) If all of the shares referred to in said notice to the
Secretary are not disposed of under such apportionment, each
shareholder desiring to purchase shares in a number in excess of his
proportionate share, as provided above, shall be entitled to purchase
such proportion of those shares which remain thus undisposed of, as the
total number of shares which he holds bears to the total number of
shares held by all of the shareholders desiring to purchase shares in
excess of those to which they are entitled under such apportionment.
(c) If none or only part of the shares referred to in said notice
to the Secretary are purchased, as aforesaid, by the Corporation or in
accordance with offers made by other shareholders within said fifteen
(15) day period, the shareholder desiring to sell or transfer shall not
be obligated to accept such offers from one or more of the other
shareholders and may dispose of all of the shares of stock referred to
in said notice, to any person or persons to whom such transfer is
lawful and under the applicable rules and statute; provided, however,
that he shall not sell or transfer such shares at a lower price or on
terms more favorable to the purchaser or transferee than those
specified in said notice to the Secretary.
(d) Within the limitations herein provided, this Corporation may
purchase the shares of the Corporation from any offering shareholder;
provided, however, that at no time shall this Corporation be permitted
to purchase all of its outstanding voting shares without a resolution
from the Board of Directors approved by a unanimous vote. Any sale or
transfer or purported sale or transfer of the shares of the Corporation
shall be null and void unless the terms, conditions and provisions of
this Section are strictly observed.
- --------------------------
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ARTICLE VIII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-laws may be made at
any regular or special meeting of the Board of Directors by a vote of
not less than fifty percent of the entire Board, or may be made by a
vote of, or a consent in writing signed by the holders of fifty-one
percent (51%) of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That, the undersigned, being the
Directors of the above-named Corporation, do hereby consent to the
foregoing By-laws and adopt the same as and for the By-laws of said
Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of
November, 1999.
/s/Al Harvey
- -------------------------------, President
ATTEST:
/s/Jeff Harvey
- -------------------------------, Secretary
13
ARTICLES OF INCORPORTATION
OF
RENT USA, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a
corporation under and by virtue of the laws of the State of
Nevada, do hereby adopt the following Articles of
Incorporation.
1. Name of Company:
RENT USA, INC.
2. Resident Agent:
The Resident Agent of the company is:
Globalwide Investment Company, LLC
Brian Dvorak, Member
3450 E. Russell Road
Las Vegas, NV 89121
3. Board of Directors:
The company shall initially have three (3) directors.
These individuals shall serves as directors until their
successor or successors have been elected and qualified. The
number of directors may be increased or decreased by a duly
adopted amendment to the By-Laws of the Corporation, and
without the necessity of amending these Articles of
Incorporation. A majority of the directors in office, present
at any meeting of the Board of Directors duly called, whether
physically or telephonically present, whether regular or
special, shall always constitute a quorum of the transaction
of business, unless the bylaws shall otherwise provide. The
names and mailing addresses of the initial directors are:
Alvin Al Harvey 3450 E. Russell Road, Las Vegas, NV 89121
Gary Hulbert 3450 E. Russell Road, Las Vegas, NV 89121
Dan McCoy 3450 E. Russell Road, Las Vegas, NV 89121
Page 1 of 4
<PAGE>
4. Authorized Shares:
The aggregate number of shares which the Corporation
shall have authority to issue shall consist of 20,000,000
shares of Common Stock having a $.001 par value, and 5,000,000
shares of Preferred Stock having a $.001 par value. The
Common Stock and/or Preferred Stock of the Company may be
issued from time to time without prior approval by the
stockholders. The Common Stock and/or Preferred Stock may be
issued for such consideration as may be fixed from time to
time by the Board of Directors. The Board of Directors may
issue such shares of Common and/or Preferred Stock in one or
more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution of
resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the
Corporation shall not have any preference, preemptive right or
right of subscription to acquire shares of the Corporation
authorized, issued, or sold, or to be authorized, issued or
sold, or to any obligations or shares authorized or issued or
to be authorized or issued or to be authorized or issued, and
convertible into shares of the Corporation, nor to any right
of subscription thereto, other than to the extent, if any, the
Board of Directors in its sole discretion, may determine from
time to time.
6. Director's and Officer's Liability:
A director or officer of the Corporation shall not be
personally liable to this Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
but this Article shall not eliminate or limit the liability of
a director or officer for (i) acts or omissions which involve
international misconduct, fraud or a knowing violation of the
law or (ii) the unlawful payment of dividends. Any repeal or
modification of the Article by stockholders of the Corporation
shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer
of the Corporation for acts of omissions prior to such repeal
of modification.
7. Indemnity:
Every person who was or is a party to, or is threatened
to be made a party to, or is involved in any such action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by the reason of the fact that he or she or a
person with whom he or she is a legal representative, is or
was a director of the Corporation, or who is serving at the
request of the Corporation as a director or officer of another
corporation, or is a representative in a partnership, joint
venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under
the laws of the State of Nevada from time to time against all
expenses, liability and loss (including attorney's fees,
judgments, fines, and amounts paid or to be paid in a
settlement) reasonably incurred or suffered by him or her in
connection therewith. Such right of
Page 2 of 4
<PAGE>
indemnification shall be a contract right and which may be
enforced in any manner desired by such person. The expenses
of officers and directors incurred in defending a civil suit
or proceeding must be paid by the Corporation as incurred and
in advance of the final disposition of the action, suit, or
proceeding, under receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the
Corporation. Such right of indemnification shall not be
exclusive of any other right of such directors, officers or
representatives may have or hereafter acquire, and without
limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under
any bylaw, agreement, vote of stockholders, provision of law,
or otherwise, as well as their rights under this article
Without limiting the application of the foregoing, the
Board of Directors may adopt By-Laws from time to time without
respect to indemnification, to provide at all times the
fullest indemnification permitted by the laws of the State of
Nevada, and may cause the Corporation to purchase or maintain
insurance on behalf of any person who is or was a director or
officer.
8. Amendments:
Subject at all times to the express provisions of Section
4 on the Assessment of Shares, this Corporation reserves the
right to amend, alter, change, or repeal any provision
contained in these Articles of Incorporation or its By-Laws,
in the manner now or hereafter prescribed by statute or the
Articles of Incorporation of said By-Laws, and all rights
conferred upon shareholders are granted subject to this
reservation.
9. Power of Directors:
In furtherance, and not in limitation of those powers
conferred by statute, the Board of Directors is expressly
authorized:
(a) Subject to the By-Laws, is any adopted by the
shareholders, to make, alter or repeal the By-Laws of the
corporation;
(b) To authorize and cause to be executed mortgages and
lines, with our without limitations as to the amount, upon the
real and personal property of the corporation.
(c) To authorize the guaranty by the Corporation of the
securities, evidences of indebtedness and obligations of other
persons, corporations or business entities;
(d) To set apart out of any funds of the Corporation
available for dividends a reserve or reserves for any proper
purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole Board,
to designate one or more committees to consist of one or more
Directors or the Corporation, which, to the extent provided on
the resolution or in the By-Laws of the Corporation, shall
have and may authorize the seal of the Corporation to be
affixed to all papers which may require it. such committee or
committees shall have name and names as may be stated in the
By-Laws of the Corporation or as may be determined from time
to time by resolution adopted by the Board of Directors
Page 3 of 4
<PAGE>
All the corporate powers of the Corporation shall be
exercised by the Board of Directors except as otherwise herein
or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereby set my hand on this ___ day
of November, 1999, hereby declaring and certifying that the
facts stated hereinabove are true.
Signature of Incorporator:
Name: Karla Reeder
Address: 3450 E. Russell Road
Las Vegas, NV 89121
Signature: /s/ Karla Reeder
--------------------
Karla Reeder, Incorporator
State of Nevada )
) ss:
County of Clark )
The foregoing instrument was acknowledged before me this
17th day of November, 1999.
/s/ B Dvorak
- ---------------- ---------------------------------
Notary Public of Official Seal
said county and state
Certificate of Acceptance of Appointment of Resident Agent:
I, Brian Dvorak, for Globalwide Investment Company, a
Nevada Limited Liability Company, hereby accepts appointment
as Resident Agent for the above-named corporation.
/s/ B Dvorak
- -----------------
Brian Dvorak
Globalwide Investment Company, LLC
Resident Agent
Page 4 of 4
EMPLOYMENT CONTRACT
This contract, hereafter referred to as the "AGREEMENT" is entered into this
the 27th day of July, 1998 between Rent USA, a Delaware corporation, hereafter
referred to as "COMPANY" and Mr. Al Harvey, hereafter referred to as "HARVEY".
Company hereby extends the position of President and Chief Executive Officer to
HARVEY. This appointment will be for a term of seven (7) years from the date
of
execution of this document. On HARVEY's sole discretion this term may be
renewed or extended for an additional seven (7) year term. Furthermore,
company agrees to nominate HARVEY to its board of directors in the capacity of
Chairman, subject to board ratification.
DUTIES: HARVEY agrees to perform with reasonable care and diligence the duties
of COMPANY President and Chief Executive Officer as follows: Responsible for
the day to day management of all COMPANY operations, financial health,
promotion of company products and services, acquisitions, and management of
COMPANY's senior officers.
Compensation: COMPANY hereby agrees to pay HARVEY an annual salary of $225,000,
payable in equal monthly installments. Payment of salary shall be suspended
and shell not commence until such time as COMPANY has raised a minimum of
$1,000,000 in capitol. Salary shall be adjusted annually to reflect increases,
if any, to the Consumer Price Index, as reported by the New York Times for the
previous fiscal year.
Bonus Compensation: Company hereby agrees to provide HAREVEY with bonus
compensation in the form of stock options under the following format:
HARVEY shall, at his sole desecration, have the option to purchase, or
assign, Rent USA common treasury stock at a option price of $0.10 per
share. The amount of shares under this option shall be the market
equivalent of 6 1/2 % of each fiscal years net income before taxes.
HARVEY shall have a period of 36 months after each fiscal year end to
exercise this option.
This represents the entire agreement between COMPANY and HARVEY. Any
modifications or additions to this Agreement must be executed in writing by
both parties.
This AGREEMENT shall be governed by the laws of the State of California. If
any portion of this AGREEMENT is found to be not in compliance with the laws
and statutes of said State, the remaining portions shall remain in force.
/s/ Al Harvey /s/ Al Harvey
- -------------------------- ---------------------------------
Rent USA ("COMPANY") Al Harvey
410 Broadway 356 East 16 South
Laguna Beach, CA 92651 Orem, Utah 84058
Marketing Agreement
This agreement, hereafter referred to as the "AGREEMENT" is
entered into this the 2nd day of January 1999, between
Northland Supply Company, hereafter referred to as "NORTHLAND"
and Big Iron Rental, here after referred to as "BIG IRON".
This AGREEMENT SHALL BE FOR A PERIOD OF SEVEN YEARS FROM THE
DATE OF EXECUTION. Furthermore, BIG IRON, Inc. at its sole
discretion may renew this agreement for two consecutive seven
year terms.
NORTHLAND, a Disabled Veterans Business Enterprise (DVBE),
hereby enters into an exclusive marketing, supply and advisory
agreement with BIG IRON, Inc. Furthermore, Northland agrees to
maintain its DVBE certification within the State of California
and shall apply within 30 days from the institution of the
National Program which shall be instituted in 2000.
BIG IRON, hereby agrees to provide NORTHLAND with rental
equipment and supplies to meet the obligations Northland
enters into with its customers under the DVBE program.
Furthermore, BIG IRON agrees to provide these supplies and
services within a reasonable time and cost acceptable within
the rental and supply industry.
For providing these supplies and services, NORTHLAND hereby
agrees to pay BIG IRON the following:
95% of the gross rental revenue BIG IRON initiates
for NORTHLAND shall be paid to BIG IRON
90% of the gross profit on supplies orders BIG IRON
initiates for NORTHLAND shall be paid to BIG IRON
BIG IRON shall provide consulting services to NORTHLAND
at $250 per hour or as otherwise agreed upon.
This AGREEMENT shall be governed under the laws of The State
of California. If any portion of this AGREEMENT is found not
to be in compliance with the laws of The State of California,
the remaining portions shall remain in effect and binding.
This represents the entire AGREEMENT, any changes or
notifications must be agreed upon in writing by both parties.
/s/ Denzil Harvey /s/ Al Harvey
- ------------------- -----------------
Denzil Harvey Al Harvey
Owner President & CEO
Northland Rental & Supply Big Iron Rental
January 2, 1999 January 2, 1999
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (the "Plan and Merger Agreement"), is made as
of November 17, 1999 by and between Rent USA, Inc., a Delaware corporation
("Rent D") and Rent USA, Inc., a Nevada corporation ("Rent USA")
RECITALS
A) Rent D is a corporation duly organized and existing under the laws of the
State of Delaware.
B) Rent USA is a corporation duly organized and existing under the laws of
the State of Nevada. One share of common stock of Rent USA has been issued and
that share of common stock is held by Rent D. Thus Rent USA is a wholly-owned
subsidiary of Rent D. No shareholder approval of this Plan and Merger Agreement
is required.
C) Rent D and Rent USA (the "Constituent Corporations") have approved this
Plan and Merger Agreement by resolutions duly adopted by their respective
Boards of Directors in accordance with the laws of their respective
jurisdictions of incorporation; and
D) The constituent Corporations desire to adopt a plan of reorganization
pursuant to the provisions of Section 368 (a) (1) (f) of The Internal Revenue
Code of 1986, as amended, a Plan of Merger complying with the appropriate
section Delaware Code and
NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1) Surviving Corporation. Rent D shall be merged with and into Rent USA (the
"Merger") with Rent USA being the surviving corporation (the "Surviving
Corporation") of the Merger. At the Effective Time (as hereinafter defined), the
corporate existence of Rent D shall cease and the Surviving corporation, to the
fullest extent permitted by applicable law, shall succeed to all the business,
properties, assets and liabilities of the Constituent Corporations. At the
Effective Time, the name of the Surviving Corporation shall remain RENT USA,
Inc.
2) Authorized Shares. The authorized capital stock of the Surviving
Corporation consists of 20,000,00 shares of Common Stock, par value .001 per
share and 5,000,00 shares of Preferred Stock, par value .001 per share.
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<PAGE>
3) Certificate of Incorporation and Bylaws.
a) The Certificate of Incorporation of Rent USA as in effect at the
Effective Time shall be the Certificate of Incorporation of the Surviving
Corporation.
b) The Bylaws of Rent USA as in effect at the Effective Time shall be
the Bylaws of the Surviving Corporation.
4) Directors and Officers.
a) The directors of Rent D immediately prior to the Effective Time shall
be the directors of the Surviving Corporation, to hold office in accordance
with the Bylaws of the Surviving Corporation until their successors are duly
appointed or elected and qualified.
b) The officers of Rent D immediately prior to the Effective Time shall
be the officers of the Surviving Corporation to hold office in accordance with
the Bylaws of the Surviving Corporation until their successors are duly
appointed or elected and qualified.
5) Principal Office. The principal office of the Surviving Corporation in the
State of Nevada shall be at 3450 E Russell Road, Suite 127, Las Vegas, Nevada
89120.
6) Consent to Service of Process. The Surviving Corporation hereby consents
to be sued and served with process in the State of Delaware In any proceeding in
the State of Delaware and the Surviving Corporation hereby irrevocably appoints
the Secretary of state of Delaware as its agent to accept service of process in
such proceeding in the State of Delaware to enforce against the Constituent
Corporations any obligati9ns of Rent D and the rights of dissenting
shareholders of Rent D.
7) Corporate Purpose. The purposes for which the Surviving Corporation has
been formed are to engage in any lawful act or activity for which corporations
may be formed under the laws of the State of Nevada.
8) Term of Merger.
a) At the Effective Time, each issued and outstanding share of Common
Stock of Rent D shall, automatically and without further act of either of the
Constituent Corporations or of the holders thereof, be extinguished and
converted into one issued and outstanding share of Common Stock of the Surviving
Corporation. The holder of each share so extinguished and converted ( of record
on the shareholder records of Rent D at the Effective Time) shall be recorded on
the books of the Surviving Corporation as the
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<PAGE>
holder of the number of shares of Common Stock of the Surviving Corporation
which such holder is entitled to receive; and each certificate theretofore
representing one or more shares of Common Stock of Rent D shall be deemed, for
all corporate purposes, to evidence ownership of the same number of shares of
Common Stock of the Surviving Corporation which the holder of such certificate
is entitled to receive.
b) Each person who, as a result of the Merger, holds one or more
certificates which theretofore represented one or more shares of Common stock of
Rent D shall surrender any such certificates to the Surviving Corporation ( or
to any agent designated for such purpose by the Surviving Corporation) and upon
such surrender, the Surviving Corporation shall, within a reasonable time,
deliver to such person in substitution and exchange therefore (i) one or more
certificates evidencing the number of shares of Common Stock of the Surviving
Corporation which such person is entitled to receive in accordance with the
terms of this Plan and Merger Agreement in substitution for the number of shares
of Common Stock of Rent D theretofore represented by each certificate so
surrendered; provided however, that such holders shall not be required to
surrender any such certificates until such certificates would normally be
surrendered for transfer on the books of the issuing corporation in the ordinary
course of business.
c) At and after the Effective time, all of the issued and outstanding
shares of Common Stock of Rent D held immediately prior to the Effective Time
shall be cancelled and cease to exist, without any consideration being payable
therefore .
d) At the Effective Time, each option to purchase shares of Common Stock
of the Company outstanding immediately prior to the Effective Time shall become
an option to purchase shares of Common Stock of the Surviving Corporation,
subject to the same terms and conditions and at the same option price applicable
to each such option immediately prior to the Effective Time.
9) Termination and Abandonment. At any time prior to the Effective Time and
for any reason, this Plan and Merger Agreement may be terminated and abandoned
by the Board of Directors of either of the Constituent Corporations, without
notice of such action to the other Constituent Corporation, notwithstanding
approval of this Plan and Merger Agreement by the shareholders of one or both of
the Constituent Corporations.
10) Amendment. At any time prior to the Effective Time, this Plan and Merger
Agreement may be amended, by an agreement in writing executed in the same manner
as this Plan and Merger Agreement, after due authorization of such action by the
Board of Directors of the Constituent Corporations; provided, however , that
this Plan and Merger Agreement may not be amended if such amendment would (a)
alter or change the amount or kind of shares or other consideration to be
received by the shareholders of either of the Constituent Corporations in the
Merger, (b) alter or change any term of the Certificate of Incorporation of the
corporation which will be the Surviving Corporation, (c) alter or change any of
the terms and conditions of this Plan
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<PAGE>
and Merger Agreement if such alteration or change would adversely affect the
shareholders of either at the Constituent Corporations, or (d) otherwise violate
applicable law.
11) Effective Time of Merger. The Effective Time of Merger shall be the
later of the date on which the (i) Certificate of Ownership and Merger shall
have been duly filed in the office of the Secretary or State of Nevada, and (ii)
this Plan and Agreement of Merger shall have been duly filed in the office of
the Secretary of State of Delaware (the Effective Time").
RENT USA, INC, a Delaware Corporation
BY: /s/ Al Harvey
-----------------
,President
BY: /s/ Al Harvey
-----------------
, Secretary
RENT USA, INC., a Nevada Corporation
BY: /s/ Al Harvey
-----------------
,President
BY: /s/ Jeff Harvey
-----------------
, Secretary
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