REGISTRATION NO. ____-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PROGOLFTOURNAMENTS.COM
(Exact name of registrant as specified in its
charter)
Nevada 0273 98-
0215222
(State or other (Primary Standard (IRS
Employer
jurisdiction of Industrial
Identification
incorporation or Classification
No.)
organization) Code Number)
3266 Yonge Street, Suite 1208
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
(Address, including zip code, and telephone
number, including area code, of registrants
principal executive offices)
Agent for Service: With a Copy to:
Michael Levine,
Vice-President
Progolftournaments.com Vandeberg Johnson
& Gandara
63 St. Clair Avenue, 600 University
Street,
West, Suite 1704 Suite 2424 Seattle,
Toronto, Ontario Washington 98101
M4V 2Y9 CANADA
(416) 962-4508 (206) 386-8080
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
Approximate date of commencement of proposed
sale to the public:
As soon as practicable after the effective
date of this Registration Statement.
If any of the securities being registered on
this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under
the Securities Act, check the following box.
[x]
If this Form is filed to register additional
securities for an offering pursuant to Rule
462(b) under the Securities Act, check the
following box and list the Securities Act
registration statement number of the earlier
effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the
Securities Act, check the following box and
list the Securities Act registration
statement number of the earlier effective
registration statement for the same offering.
[ ]
If this Form is a post-effective amendment
filed pursuant to Rule 462(d) under the
Securities Act, check the following box and
list the Securities Act registration
statement number of the earlier effective
registration statement for the same offering.
[ ]
If delivery of the prospectus is expected to
be made pursuant to Rule 434, check the
following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of registered offering price aggregate offering
Registration Fee
securities to per unit price
be registered
<S> <C> <C> <C> <C>
Common stock 9861300 0.0085 per
shares share (1) 83,821.05 22.13
</TABLE>
(1) No exchange or over-the-counter market
exists for The Company's common stock. The
average price paid for The Company's common
stock was $.0085 per share.
Progolftournaments.com believes this supports
a bona fide estimate of $0.0085 per share as
the maximum offering price solely for the
purpose of calculating the amount of the
registration fee pursuant to Rule 457(c)
under the Securities Act of 1933.
The registrant hereby amends this
registration statement on such date or dates
as may be necessary to delay its effective
date until the registrant shall file a
further amendment which specifically states
that this registration statement shall
thereafter become effective in accordance
with section 8(a) of the Securities Act of
1933 or until the registration statement
shall become effective on such date as the
Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
WE WILL AMEND AND COMPLETE THE INFORMATION IN
THIS PROSPECTUS. ALTHOUGH WE ARE PERMITTED BY
US FEDERAL SECURITIES LAW TO OFFER THESE
SECURITIES USING THIS PROSPECTUS, WE MAY NOT
SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM
UNTIL THE DOCUMENTATION FILED WITH THE SEC
RELATING TO THESE SECURITIES HAS BEEN
DECLARED EFFECTIVE BY THE SEC. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES OR OUR SOLICITATION OF YOUR OFFER
TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.
SUBJECT TO COMPLETION -
Prospectus
December 5, 1999
Progolftournaments.com
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
9,861,300 Shares of Common Stock
to be sold by current shareholders
This is the initial public offering of common
stock of Progolftournaments.com, and no
public market currently exists for shares of
The Company's common stock. None of the
proceeds from the sale of stock in this
offering will be available to
Progolftournaments.com This prospectus is
part of a registration statement that permits
selling shareholders to sell their shares on
a continuous or delayed basis in the future.
Selling shareholders may sell their shares to
the public immediately upon the effectiveness
of the registration statement, or they may
elect to sell some or all of their shares at
a later date. As a result, it is
impracticable to state either the number of
shares that will be available to the public
or their price. The most recent sale of The
Company's common stock in October, 1999 at a
price of $0.001 per share.
This is not an underwritten offering, and The
Company's stock is not listed on any national
securities exchange or the NASDQ Stock
Market. Progolftournaments.com intends to
apply to have its shares traded on the OTC
bulletin board under the symbol: "PGLF".
THIS INVESTMENT INVOLVES A HIGH DEGREE OF
RISK.
SEE RISK FACTORS BEGINNING ON PAGE 1.
Neither the SEC nor any state securities
commission has approved or disapproved of
these securities or passed upon the adequacy
or accuracy of this prospectus. Nor have they
made, nor will they make, any determination
as to whether anyone should buy these
securities. Any representation to the
contrary is a criminal offense.
You should rely only on the information
contained in this document.
Progolftournaments.com has not authorized
anyone to provide you with information that
is different. This document may only be used
where it is legal to sell these securities.
The information in this document may only be
accurate on the date of this document.
TABLE OF CONTENTS
Risk Factors 1
Use of ProceeDS.....................5
Determination of Offering Price..........6
Dilution...................... 6
Selling Shareholders............ 6
Plan of Distributio............... 6
Description of Capital StOCK........... 7
Interests of Named Experts and Counsel..7
Description of Business............. 7
Description of Property............9
Legal Proceedings.................. 9
Market Price of and Dividends on Capital
Stock and Related Stockholder Matter...9
Selected Financial Data............ 9
Managements Discussion and Analysis of
Financial Condition and Results of Operations
.. 10
Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure ....11
Directors and Executive Officers...........11
Executive Compensation................... 12
Security Ownership of Certain Beneficial
Owners and Management.......................12
Certain Relationships and Related
Transactions.............................. 13
Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ 13
Index to Financial Statements..............14
RISK FACTORS
You should carefully consider the following
risk factors and all other information
contained in this prospectus before
purchasing the common stock of
Progolftournaments.com
(Progolftournaments.com or "The Company").
Investing in The Company's common stock
involves a high degree of risk. Any of the
following risks could adversely affect The
Company's business, financial condition and
results of operations and could result in a
complete loss of your investment. The risks
and uncertainties described below are not the
only ones Progolftournaments.com may face.
Additional risks and uncertainties not
presently known or that are currently deemed
immaterial may also impair The Company's
business operations.
You Should Not Rely on Forward-Looking
Statements Because They Are Inherently
Uncertain
You should not rely on forward-looking
statements in this prospectus. This
prospectus contains forward-looking
statements that involve risks and
uncertainties. We use words such as
anticipates, believes, plans,
expects, future, intends and similar
expressions to identify these forward-looking
statements. This prospectus also contains
forward-looking statements attributed to
certain third parties relating to their
estimates regarding the potential uses of The
Company's product and markets for it.
Prospective investors should not place undue
reliance on these forward-looking statements,
which apply only as of the date of this
prospectus. The Company's actual results
could differ materially from those
anticipated in these forward-looking
statements for many reasons, including the
risks faced by Progolftournaments.com
described in Risk Factors and elsewhere in
this prospectus.
Risks Related to The Company's Business
The Company's success is dependent on a
number of factors that should be considered
by prospective investors.
Progolftournaments.com has only recently
developed its business concept and business
plan. It is a relatively young company and
has no history of earnings or profit and
there is no assurance that it will operate
profitably in the future. As such, there is
no assurance that The Company will provide a
return on investment in the future.
Attracting Internet using golfers may not be
feasible
Progolftournaments.com was formed in
September of 1999 for the purpose of
exploiting a new technology into a practical
and viable business utilizing the worldwide
web. While The Company was originated to
take advantage of the growing popularity of
both the Internet and the game of Golf, there
can be no assurance that the golfing aspect
of the Progolftournaments.com business will
appeal to Internet users or that the Internet
aspect will appeal to golfers.
Nature of Progolftournaments.com tournaments
may deter participation
The concept of The Company and it business
plan is to market participation in golf
tournaments played on the Internet. The
unique feature is that participants will play
the same tournament on their computer on the
same golf course(s) as the professional
golfers are playing that weekend. Each
computer golfer will play one round on
Thursday, one on Friday one on Saturday and
the final round will be played on Sunday.
Although the computer tournament differs
slightly with the Pro event (more than one
round can be played each day, provided each
is purchased separately and there will be no
cut) it may well be that home players cannot
be available each of the four days of the Pro
tournament to play on their PC. This could
result in a severe limitation of computer
players and a severe limitation on The
Company's profit potential.
Progolftournaments.com cooperation with major
golf organizations may not attract players.
The Company's plans to associate itself with
the four major professional tours, the PGA,
the LPGA, Senior PGA and the European PGA.
One or more of these organization's
tournaments may have very limited appeal to
computer players. As an example, players in
Europe may have limited interest in one or
more of the North American based tourneys and
North American computer players may have
limited interest in European events. Special
international events such as the Ryder Cup,
etc. may interfere with the play in the
tournaments that weekend.
No guarantee of profitability.
There can be no guarantee that
Progolftournaments.com ever will be
profitable. If Progolftournaments.com does
become profitable, however, one or more of
the organizations that have indicated a
willingness to cooperate in promoting the
computer game (TV networks, Golf channels and
golfing publications) may ask for, and The
Company be forced to give, a share of the
revenues. Should this happen, The Company may
be forced to give up a large share or all of
the profits, thereby making the whole concept
non-profitable.
Progolftournaments.com May Undertake
Investment Risks Shareholders Might Not
Otherwise Accept
Because Progolftournaments.com has a limited
time to develop a highly speculative and
unproven technology, The Company's management
will spend a significant portion of the time
it devotes to Progolftournaments.com
evaluating other business opportunities that
may be available. These opportunities may be
related to The Company's concept, or they may
be in a completely unrelated field.
Progolftournaments.com has not had
discussions with any of third parties
regarding business opportunities but there
can be no assurance that such discussions
will not take place. Any asset acquisition or
business combination would likely include the
issuance of a significant amount of The
Company's common stock, which would dilute
the ownership interest of holders of existing
shares of The Company's common stock.
Depending on the nature of the transaction,
The Company's stockholders may not have an
opportunity to vote on whether to approve it.
As a result, The Company's management could
enter into a transaction that an investor
would not want to invest in. In such a case,
an investor could not only lose its entire
investment, but could lose it on a business
decision he or she did not have an
opportunity to evaluate at the time of
investing in Progolftournaments.com
Competitors Could Develop Alternative and
Similar Internet based Golf Games.
It is possible that an unknown competitor may
have or develop a product that could achieve
results similar to or better than that of The
Company. Progolftournaments.com is aware
that there are many organizations in
existence that have the knowledge, technical
support and financial strength to emulate the
Progolftournaments.com concept without
necessarily intruding on any copyrighted or
proprietary intellectual property. Even if a
clear violation does occur, The Company may
not have the financial resources to defend
its intellectual property in one or more
countries. This could result in a drain on
revenues and the elimination of profits.
Government Regulation Could Adversely Affect
the Future Business of The Company.
With any business dependant on the Worldwide
Web, there is always a possibility that one
or more governments will apply regulations
that could adversely effect the business of
Progolftournaments.com. In a world where
governments are continually seeking new
sources of revenue, there is always that
regulations and/or taxes could be imposed for
use of the Internet. There can be no
assurance that further regulation and/or
licensing will not emerge in the future. Any
new regulations or licensing could damage The
Company's business, affect the profitability
and perhaps the viability of The Company's
business plan, and cause the price of its
common stock to decline.
Heavy Dependence on Individuals Who Will Not
Devote His Full Time and Attention to The
Company's Affairs Could Result in Delays or
Business Failure
Howard I. Klein, Michael R. Levine and Sandy
Winick are serving as The Company's only
officers and directors.
Progolftournaments.com will be heavily
dependent upon their skills, talents and
abilities to implement its business plan and
may, from time to time, find that these
individuals' inability to devote full time
and attention to The Company's affairs will
result in delay(s) in progress towards the
implementation of its business plan or in a
failure to implement its business plan.
Moreover, Progolftournaments.com does not
have an employment agreement with Mr. Klein,
Mr. Levine or Mr. Winick and as a result,
there is no assurance that he will continue
to manage The Company's affairs in the
future. If Progolftournaments.com should
lose the services of one or all of its
officers and directors, or if one or more
should decide to join a competitor or
otherwise compete directly or indirectly with
Progolftournaments.com, this could have a
significant adverse effect on The Company's
business and could cause the price of its
stock to decline. The services of Mr. Klein,
Mr. Levine and Mr. Winick would be difficult
to replace. Because investors will not
necessarily be able to evaluate the merits of
The Company's business decisions, they should
carefully and critically assess these three
individuals' background. See Directors and
Executive Officers.
Year 2000 Issues Could Result in Reduced
Sales.
There is also risk associated with Year 2000
issues. These issues arise because many
computerized systems use two digits rather
than four digits to identify a year. Date-
sensitive systems may recognize the year 2000
as 1900 or some other date, resulting in
errors when information using the year 2000
date is processed. In addition, similar
problems may arise in some systems that 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 that could affect
an entitys ability to conduct normal
business operations. It is not possible to
be certain that all aspects of the Year 2000
Issue affecting Progolftournaments.com,
including those related to customers,
cooperating organizations or other third
parties, will be fully resolved. It is
possible that one or more of The Company's
cooperating entities, for instance a golf
publication that Progolftournaments.com is
relying upon to promote the game or several
of The Company's clients may become
inoperative, and cause Progolftournaments.com
to incur heavy expenses or losses. At
present, due to The Company's developmental
stage, it has no critical systems that it
must test for Year 2000 compliance. However,
Progolftournaments.com cannot be certain that
it will not experience unanticipated negative
consequences from Year 2000 problems, or that
it will be able to make any such
modifications as may become necessary in a
timely, cost-effective and successful manner,
and the failure to do so could have a
material adverse effect on The Company's
business and operating results.
Financial Risks
Progolftournaments.com Has No Operating
History and Financial Results Are Uncertain
Progolftournaments.com has no operating
history or revenues from operations. The
Company's only resources have come from the
private sale of The Company's stock.
Progolftournaments.com faces all the risks of
a new business. It must be regarded as a new
or start-up venture with all of the
unforeseen costs, expenses, problems and
difficulties to which such ventures are
subject.
Because it has not yet begun operations, it
is difficult to evaluate The Company's
business and its prospects. Its revenue and
income potential is unproven and its business
model is still emerging. An investor in The
Company's common stock must consider the
risks and difficulties frequently encountered
by early stage companies in new and rapidly
evolving markets. The Company's ability to
achieve and then sustain favorable operating
results will depend on a number of factors,
including costs related to:
1) Identifying and acquiring several
cooperating golf-related organizations
2) testing The Company's concept.
3) identifying and marketing to prospective
players;
evaluation and expense of entering into a new
business opportunity;
5) the expense of delays in introducing or
making any necessary adjustments and
improvements to The Company's concept; and
6) general economic conditions, as well as
those specific to the related industries.
As a result of The Company's limited
operating history, it is difficult to
accurately forecast its potential revenue,
and there is no meaningful historical
financial data upon which to base planned
operating expenses. Progolftournaments.com
expects to significantly increase its
operating expenses to test, market, and
create a solid base of participating players.
Progolftournaments.com has not achieved
profitability and expects to incur net losses
for the foreseeable future and may never
become profitable. The Company's limited
operating history makes it difficult to
forecast its future operating results.
Progolftournaments.com expects to continue to
incur increasing marketing, sales, product
development and general and administrative
expenses. As a result it will need to
generate significant revenue and/or raise
additional funds to achieve profitability.
If The Company does not become profitable,
it may be unable to maintain its presence on
the Worldwide Web and its Website, which
would adversely affect its financial
condition and prospects. If
Progolftournaments.com does achieve
profitability, it cannot be certain that it
will sustain or increase it.
Because of its limited financial resources,
Progolftournaments.com will likely be unable
to diversify its activities to provide a
hedge should its business plan prove to be
impractical.
Progolftournaments.com May Need Additional
Financing Which May Not Be Available, or
Which May Dilute the Ownership Interests of
Investors
Progolftournaments.com has very limited
funds, and its funds are inadequate to
implement its business plan.
Progolftournaments.com will require
substantial working capital to fund its
business. If Progolftournaments.com raises
additional funds through the issuance of
equity, equity-related or convertible debt
securities, these securities may have rights,
preferences or privileges senior to those of
the rights of its common stock and its
stockholders may experience additional
dilution.
The Company's ultimate success will depend on
its ability to raise additional capital. No
commitments to provide additional funds have
been made by management or other
shareholders. Progolftournaments.com has not
investigated the availability, source or
terms that might govern the acquisition of
additional financing. When additional
capital is needed, there is no assurance that
funds will be available from any source or,
if available, that they can be obtained on
terms acceptable to The Company. If not
available, The Company's operations would be
severely limited, and it would be unable to
implement its business plan.
Potential Business Combinations Could Be
Difficult To Integrate, Disrupt Business,
Dilute Stockholder Value and Adversely Affect
Operating Results
Progolftournaments.com may consider a future
financing or business combination that,
because of the size of the related stock
issuance, would result in a majority of the
voting power being transferred to the
investor(s). The result would be that the
new shareholder(s) would control
Progolftournaments.com and persons unknown
could replace The Company's management. It
is uncertain whether any such replacements
would continue to implement The Company's
current business plan. In addition, The
Company's significant shareholders could sell
their control block to an outside party,
resulting in the same type of situation. In
either case, the ownership interests of
holders of existing shares of
Progolftournaments.com stock will be diluted.
Irrespective of whether The Company's cash
assets prove to be inadequate to meet its
operational needs, Progolftournaments.com
might seek to compensate providers of
services by issuances of stock in lieu of
cash, which again would dilute ownership
interests of shareholders.
Progolftournaments.com may make investments
in or acquire complementary products,
technologies and businesses, or businesses
completely unrelated to The Company's current
business plan. These acquisitions and
investments could disrupt its ongoing
business, distract management and employees
and increase its expenses. If
Progolftournaments.com acquires a company, it
could face difficulties in assimilating that
company's personnel and operations. In
addition, the key personnel of the acquired
company may decide not to work for
Progolftournaments.com Acquisitions also
involve the need for integration into
existing administration, services, marketing,
and support efforts. If the acquisition is
financed by issuing equity securities,
interests of existing stockholders could be
diluted. Any amortization of goodwill or
other assets, or other charges resulting from
the costs of these acquisitions, could
adversely affect The Company's operating
results.
Progolftournaments.com cannot predict the
extent to which its liquidity and capital
resources will be diminished prior to
consummation of a business combination or
whether its capital will be further depleted
by the operating losses (if any) of the
business entity which Progolftournaments.com
may eventually acquire.
The Company's shareholders may not have an
opportunity to vote on whether to enter into
a business combination or acquisition. In
the event of a business combination,
acquisition, or change in shareholder
control, Progolftournaments.com may enter in
to a new line of business, which an investor
did not anticipate and in which that investor
may not want to participate. In such case,
an investor could not only lose its entire
investment, but could lose its entire
investment on a business decision it did not
get to evaluate at the time of investing in
Progolftournaments.com
Risks Related to the Securities Market
Progolftournaments.com Common Stock Has No
Prior Market, and Prices May Decline After
The Offering
There is no public market for The Company's
common stock and no assurance can be given
that a market will develop or that any
shareholder will be able to liquidate his
investment without considerable delay, if at
all. The trading market price of The
Company's common stock may decline below the
offering price. If a market should develop,
the price may be highly volatile. In
addition, an active public market for The
Company's common stock may not develop or be
sustained. If The Company's selling
stockholders sell substantial amounts of
common stock in the public market, the market
price of The Company's common stock could
fall. Factors such as those discussed in
this Risk Factors section may have a
significant impact on the market price of The
Company's securities. Owing to the low price
of the securities many brokerage firms may
not be willing to effect transactions in the
securities. Even if a purchaser finds a
broker willing to effect a transaction in The
Company's common stock, the combination of
brokerage commissions, state transfer taxes,
if any, and other selling costs may exceed
the selling price. Further, many lending
institutions will not permit the use of such
securities as collateral for loans. Thus, a
purchaser may be unable to sell or otherwise
realize the value invested in
Progolftournaments.com stock.
Investors May Face Significant Restrictions
on the Resale of Progolftournaments.com Stock
Due to State and Federal Laws and Regulations
Because The Company's securities have not
been registered for resale under the blue sky
laws of any state, the holders of such shares
and those persons desiring to purchase them
in any trading market that may develop in the
future should be aware that there may be
significant state blue sky law restrictions
on the ability of investors to sell and on
purchasers to buy The Company's securities.
Accordingly, investors should consider the
secondary market for The Company's securities
to be a limited one. Investors may be unable
to resell their stock without the significant
expense of state registration or
qualification.
In addition, the Securities and Exchange
Commission has adopted a number of rules to
regulate penny stocks. Such rules include
Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-
5, 15g-6 and 15g-7 under the Securities and
Exchange Act of 1934. Because The Company's
securities may constitute penny stock
within the meaning of the rules, the rules
would apply to Progolftournaments.com and its
securities. The rules may further affect the
ability of owners of The Company's shares to
sell their securities in any market that may
develop for them.
Shareholders should be aware that, according
to the Securities and Exchange Commission
Release No. 34-29093, the market for penny
stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns
include (i) control of the market for the
security by one or a few broker-dealers that
are often related to the promoter or issuer;
(ii) manipulation of prices through
prearranged matching of purchases and sales
and false and misleading press releases;
(iii) boiler room practices involving high
pressure sales tactics and unrealistic price
projections by inexperienced sales persons;
(iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the
same securities by promoters and broker-
dealers after prices have been manipulated to
a desired level, along with the inevitable
collapse of those prices with consequent
investor losses. The Company's management is
aware of the abuses that have occurred
historically in the penny stock market.
Although Progolftournaments.com does not
expect to be in a position to dictate the
behavior of the market or of broker-dealers
who participate in the market, management
will strive within the confines of practical
limitations to prevent the described patterns
from being established with respect to The
Company's securities.
USE OF PROCEEDS
This prospectus is part of a registration
statement that permits selling shareholders
to sell their shares on a continuous or
delayed basis in the future. Because this
prospectus is solely for the purpose of
selling shareholders, Progolftournaments.com
will not receive any proceeds from the sale
of stock being offered.
DETERMINATION OF OFFERING PRICE
This offering is solely for the purpose of
allowing The Company's shareholders to sell
their stock. The selling shareholders may
sell their shares when the registration
statement becomes effective, or they may
elect to sell some or all of their shares at
a later date. As the market develops, the
selling shareholders will determine the price
for the stock.
DILUTION
This offering is for sales of stock by
existing Progolftournaments.com shareholders
on a continuous or delayed basis in the
future. Sales of common stock by
shareholders will not result in any
substantial change to the net tangible book
value per share before and after the
distribution of shares by the selling
shareholders. There will be no change in net
tangible book value per share attributable to
cash payments made by purchasers of the
shares being offered. Prospective investors
should be aware, however, that the price of
The Company's shares might not bear any
rational relationship to net tangible book
value per share.
SELLING SHAREHOLDERS
The following are the shareholders for whose
accounts the shares are being offered; the
amount of securities owned by such
shareholder prior to this offering; the
amount to be offered for such shareholders
account; and the amount to be owned by such
shareholder following completion of the
offering:
<TABLE>
<CAPTION>
Name Position with Number of Number of Number of
Company Shares Owned Shares Offered Shares After
Sale(2)
<S> <C> <C> <C> <C>
Howard I. Klein President,
Secretary
and Director 901,000 901,000 0
Michael R.Levine Vice-President
and Director 0 0 0
Sandy Winick Treasurer and
Director 1475000 1475000 0
731149 Ontario
Limited None 1000 1000 0
Bernie Anderson None 2680 2680 0
Robert Baron None 268 268 0
Baroness
Investments
Limited None 1000 1000 0
Building
Supplies
International None 200 200 0
C.A.P.S
Consulting None 200 200 0
William Davies None 200 200 0
Deep Water
Investment Inc. None 475000 475000 0
Geoffrey Earle None 200 200 0
Jan Francis None 500 500 0
Mark Francis None 500 500 0
Jeffrey Goldberg None 500 500 0
Maggie Goldberg None 500 500 0
Debbie Green None 475200 475200 0
Robert
Hashimoto None 200 200 0
David Hume None 600 600 0
H. Davidson
Construction
Inc. None 475,000 475,000 0
Marcia Klien None 200 200 0
Myer Klien None 200 200 0
Raymond Teaitch None 400 400 0
Tilley Levine None 2,000 2,000 0
Joy Lipson None 600 600 0
Marcia Lipson None 600 600 0
Magnum Holdings,
Ltd. None 476,000 476,000 0
Miriam Manzo None 200 200 0
Jack Martino None 200 200 0
Sasha Mazzuca None 200 200 0
Stefan Mazzuca None 200 200 0
Carolyn McGowan None 400,300 400,300 0
Jennifer McGowan None 400,368 400,368 0
Lydia McGowan None 500 500 0
Mary McGowan None 2,700,000 2,700,000 0
Robert McGowan None 300 300 0
Thomas McGowan None 500 500
0
Elizabeth McLeod None 9,384 9,384 0
Lynn Melanson None 1,000,000 1,000,000 0
Monica Murad None 1,000 1,000 0
Theodore Nemetz None 500 500 0
Ron Pearlman None 475,000 475,000 0
Resource
Financial
Corporation None 200 200 0
John Rosenthal None 600 600 0
Brian Ross None 500 500 0
Sheryl Ross None 500 500 0
Sandringham
Investments None 100,000 100,000 0
Charles
Sciberras None 476,000 476,000 0
Doris Sciberras None 200 200 0
Jeffrey
Sciberras None 200 200 0
Joseph Sciberras None 200 200 0
Peter Scibarras None 200 200 0
Derek Tennant None 1,200 1,200 0
Kelly Ticknor None 600 600 0
Cynthia
Vella-Zarb None 200 200 0
Pierre
Vella-Zarb None 200 200 0
Rhona Vinokur None 500 500 0
Avital Weber None 400 400 0
Diane Winick None 600 600 0
Mark Zaretsky None 600 600 0
</TABLE>
(2) This table assumes that each shareholder
will sell all of its shares available for
sale during the effectiveness of the
registration statement that includes this
prospectus. Shareholders are not required to
sell their shares. See Plan of
Distribution.
PLAN OF DISTRIBUTION
This is not an underwritten offering. This
prospectus is part of a registration
statement that permits selling shareholders
to sell their shares on a continuous or
delayed basis in the future. Selling
shareholders may sell their shares to the
public when the registration statement
becomes effective, or they may elect to sell
some or all of their shares at a later date.
Progolftournaments.com has not committed to
keep the registration statement effective for
any set period of time.
While the registration statement is
effective, selling shareholders may sell
their shares directly to the public, without
the aid of a broker or dealer, or they may
sell their shares through a broker or dealer
if The Company's stock is authorized for
inclusion on the OTC bulletin board. Any
commission, fee or other compensation of a
broker or dealer would depend on the brokers
or dealers involved in the transaction.
No public market currently exists for shares
of The Company's common stock.
Progolftournaments.com intends to apply to
have its shares traded on the OTC bulletin
board under the symbol PGLF.
DESCRIPTION OF CAPITAL STOCK
The following description of The Company's
capital stock does not purport to be complete
and is subject to and qualified in its
entirety by The Company's articles of
incorporation and bylaws, which are included
as exhibits to the registration statement of
which this prospectus forms a part, and by
the applicable provisions of Nevada law.
The Company's authorized capital consists of
50,000,000 shares of common stock, par value
$.001 per share and 10,000,000 shares of
preferred stock, par value $.001.
Immediately prior to this offering 9,861,300
shares of common stock were issued and
outstanding. No preferred shares were issued
and outstanding.
Each record holder of common stock is
entitled to one vote for each share held on
all matters properly submitted to the
shareholders for their vote. The articles of
incorporation do not permit cumulative voting
for the election of directors, and
shareholders do not have any preemptive
rights to purchase shares in any future
issuance of The Company's common stock.
Preferred shares may be issued in Series, the
terms and conditions of which are decided by
The Company's Board of Directors. Normally,
preferred shares have no voting power, may or
may not have a dividend and have preference
(after debt) on any of the assets The Company
in the event of windup or dissolution.
Because the holders of shares of The
Company's common stock do not have cumulative
voting rights, the holders of more than 50%
of The Company's outstanding shares, voting
for the election of directors, can elect all
of the directors to be elected, if they so
choose. In such event, the holders of the
remaining shares will not be able to elect
any of The Company's directors.
The holders of shares of common stock are
entitled to dividends, out of funds legally
available therefor, when and as declared by
the Board of Directors. The Board of
Directors has never declared a dividend and
does not anticipate declaring a dividend in
the future. In the event of liquidation,
dissolution or winding up of the affairs of
Progolftournaments.com, holders are entitled
to receive, ratably, the net assets of
Progolftournaments.com available to
shareholders after payment of all creditors.
All of the issued and outstanding shares of
common stock are duly authorized, validly
issued, fully paid, and non-assessable. To
the extent that additional shares of The
Company's common stock are issued, the
relative interests of existing shareholders
may be diluted.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Neither Janet Loss, C.P.A., P.C. nor
Vandeberg Johnson & Gandara were employed on
a contingent basis in connection with the
registration or offering of The Company's
common stock.
DESCRIPTION OF BUSINESS
General
Progolftournaments.com was incorporated under
the laws of the State of Nevada on September
3, 1999, and is in its early developmental
and promotional stages. To date, The
Company's only activities have been
organizational, directed at acquiring its
principal asset, raising its initial capital
and developing its business plan.
Progolftournaments.com has not commenced
commercial operations.
Progolftournaments.com has no full time
employees and owns no real estate.
The Company was formed to take advantage of
the growing popularity of both the Internet
and the game of golf itself. The concept
combines the skills necessary to play golf,
the use of a computer and the thrill of
playing for substantial cash prizes. The
growth of the Worldwide Web, the game of golf
and gaming all over the world is wrapped up
in one package in the Progolftournaments.com
online game. Management believes that a
substantial number of the tens of millions of
internet users also play golf or would play
golf if given the opportunity and as a result
would be likely candidates for on-line
tournaments.
The Concept
A large part of both the golfing and non-
golfing public watch with interest the
results of the four major golf tours in the
world. Even if they do not play the game
themselves, they duly note the results of the
weekend tournaments. Progolftournaments.com
has developed a concept and business plan
that is designed to take advantage of this
widespread interest in the game of golf and
the explosion of the Internet and the
Worldwide Web.
The concept is to have the At-home computer
players play the same tournaments the
professional golfers are playing that same
weekend and play for real and substantial
cash prizes. The purse each weekend is
progressive; that is, the size of the award
increases proportionately with the number of
players and entry fees collected. Each
tournament entry costs $10.00. Anyone can
enter more than once as long as the $10.00
fee is paid for each entry on or before
Thursday of each week.. Each entrant plays
four rounds on his computer; one on Thursday,
one on Friday, one on Saturday and one final
round on Sunday. These rounds have the same
format that the Pros - one round each day and
can be played any time during the twenty-four
hours of that day. The computer players have
the same decisions to make as their pro
counterparts (distance to the green, what
club to use, etc.). There is no cut in the
computer tourneys, thereby giving every
participant an opportunity to get into the
money by pulling out a come-from-behind
outstanding final round. At the end of play
each Sunday the top 100 players will share in
the purse. If there is a tie for low score,
a playoff will be staged on Monday to decide
the winner. Practice rounds are available to
the tournament entrants at a cost of $5.00
for ten rounds or $10.00 for twenty-five
rounds. Each player is able to choose the
make of club he or she will use and the brand
of golf ball to be used.
Anyone in the world now has an opportunity to
play in the British Open or the Masters - in
fact any tournament being played on the four
major tours: PGA, LPGA, Senior PGA and the
European tour. Joint promotions are planned
with the major TV networks, the major tours,
golf publications and the manufacturers of
golfing equipment.
Industry Conditions and Competition
Progolftournaments.com does not yet know
whether adapting computer golf (already very
popular) and the major golf tournaments will
be a feasible moneymaking venture. It does
know, however, that if the application turns
out to be successful, it will have a
substantial lead in the provision of this
intriguing home entertainment attraction.
Upon investigation, the Company is not aware
or any other concern offering the same type
of game.
Employees
Progolftournaments.com is a development stage
company and currently has no employees.
Management plans to use consultants,
attorneys and accountants as necessary and
does not plan to engage any full-time
employees in the near future. If
Progolftournaments.com establishes the
feasibility of their concept and successful
implementation of their business plan, one or
more people will be needed to handle
administration, computer programming and
marketing. A portion of any employee
compensation likely would include the right
to acquire stock in Progolftournaments.com,
which would dilute the ownership interest of
holders of existing shares of The Company's
common stock.
Available Information
Progolftournaments.com has filed with the
Securities and Exchange Commission a
registration statement on Form S-1 with
respect to the common stock offered by this
prospectus. This prospectus, which
constitutes a part of the registration
statement, does not contain all of the
information set forth in the registration
statement or the exhibits and schedules which
is part of the registration statement. For
further information with respect to
Progolftournaments.com and its common stock,
see the registration statement and the
exhibits and schedules thereto. Any document
Progolftournaments.com files may be read and
copied at the Commission's public reference
rooms in Washington, D.C.; New York, New
York; and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further
information about the public reference rooms.
The Company's filings with the Commission are
also available to the public from the
Commission's website at http://www.sec.gov.
Upon completion of this offering,
Progolftournaments.com will become subject to
the information and periodic reporting
requirements of the Securities Exchange Act
and, accordingly, will file periodic reports,
proxy statements and other information with
the Commission. Such periodic reports, proxy
statements and other information will be
available for inspection and copying at the
Commissions public reference rooms, and the
website of the Commission referred to above.
DESCRIPTION OF PROPERTY
Progolftournaments.com currently maintains
limited office space, provided by Mr. Winick,
for which it pays no rent. Its address is
3266 Yonge Street, Suite 1203, Toronto,
Ontario 4N 3P6 CANADA, and its phone number
is (416) 962-4508. Progolftournaments.com
does not believe that it will need to obtain
additional office space at any time in the
foreseeable future until its business plan is
more fully implemented.
LEGAL PROCEEDINGS
Progolftournaments.com is not a party to any
material pending legal proceedings, and none
of its property is the subject of a pending
legal proceeding. Further, the officer and
director knows of no legal proceedings
against Progolftournaments.com or its
property contemplated by any governmental
authority.
MARKET PRICE OF AND DIVIDENDS ON CAPITAL
STOCK AND OTHER SHAREHOLDER MATTERS
No established public trading market exists
for The Company's securities.
Progolftournaments.com has no common equity
subject to outstanding purchase options or
warrants. The Company has no securities
convertible into its common equity. There is
no common equity that could be sold pursuant
to Rule 144 under the Securities Act or that
Progolftournaments.com has agreed to register
under the Securities Act for sale by
shareholders. Except for this offering, there
is no common equity that is being, or has
been publicly proposed to be, publicly
offered.
As of November 15, 1999, there were 9,861,300
shares of common stock outstanding, held by
60 shareholders of record. Upon
effectiveness of the registration statement
that includes this prospectus, all of The
Company's outstanding shares will be eligible
for sale.
To date Progolftournaments.com has not paid
any dividends on its common stock and does
not expect to declare or pay any dividends on
its common stock in the foreseeable future.
Payment of any dividends will depend upon The
Company's future earnings, if any, its
financial condition, and other factors as
deemed relevant by the Board of Directors.
SELECTED FINANCIAL DATA
The following selected financial data should
be read in conjunction with Managements
Discussion and Analysis of Financial
Condition and Results of Operations and the
financial statements appearing elsewhere in
this prospectus. The statement of operations
data set forth below for the period from
September 3, 1999, (inception) to September
30, 1999, and the balance sheet data at
September 30, 1999, are derived from The
Company's audited financial statements
included elsewhere in this prospectus. The
historical results are not necessarily
indicative of results to be expected for any
future period.
Inception to
September
30, 1999
STATEMENT OF OPERATIONS DATA:
Net sales $
00.00
Loss from continuing operations $
9,672.00
Loss per share from
continuing operations $
00.001
As of October 31, 1999
BALANCE SHEET DATA:
Total assets $
84,063.00
Progolftournaments.com is in its early
developmental and promotional stages. To
date, The Company's only activities have been
organizational, directed at raising its
initial capital and developing its concept
and business plan. Progolftournaments.com
has not commenced commercial operations. As
a result, the selected financial data
presented above bear no resemblance to the
results that Progolftournaments.com expects
when it begins operations. See Risk
Factors, Description of Business and
Managements Discussion and Analysis of
Financial Condition and Results of
Operations.
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This prospectus contains forward-looking
statements, the accuracy of which involve
risks and uncertainties. We use words such as
anticipates, believes, plans,
expects, future, intends and similar
expressions to identify forward-looking
statements. Prospective investors should not
place undue reliance on these forward-looking
statements, which apply only as of the date
of this prospectus. The Company's actual
results could differ materially from those
anticipated in these forward-looking
statements for many reasons, including the
risks faced by Progolftournaments.com
described in Risk Factors and elsewhere in
this prospectus. The following discussion and
analysis should be read in conjunction with
The Company's Financial Statements and Notes
thereto and other financial information
included elsewhere in this prospectus.
Results of Operations
During the period from September 3, 1999,
(inception) through September 30, 1999,
Progolftournaments.com has engaged in no
significant operations other than
organizational activities and preparation for
registration of its securities under the
Securities Act of 1933. No revenues were
received by The Company during this period.
For the current fiscal year,
Progolftournaments.com anticipates incurring
a loss as a result of organizational
expenses, expenses associated with
registration under the Securities Act of
1933, and expenses associated with setting up
a company structure to begin implementing its
business plan. Progolftournaments.com
anticipates that until these procedures are
completed, it will not generate revenues, and
may continue to operate at a loss thereafter,
depending upon the performance of the
business.
Liquidity and Capital Resources
Progolftournaments.com remains in the
development stage and, since inception, has
experienced no significant change in
liquidity or capital resources or
shareholders equity. Consequently, The
Company's balance sheet as of September 30,
1999, reflects total assets of $ 84,063.00,
in the form of cash, subscriptions receivable
and capitalized organizational costs.
Progolftournaments.com expects to carry out
its plan of business as discussed above. In
addition, The Company may engage in a
combination with another business.
Progolftournaments.com cannot predict the
extent to which its liquidity and capital
resources will be diminished prior to the
consummation of a business combination or
whether its capital will be further depleted
by the operating losses (if any) of the
business entity with which
Progolftournaments.com may eventually
combine. Progolftournaments.com has engaged
in discussions concerning potential business
combinations, but has not entered into any
agreement for such a combination.
Progolftournaments.com will need additional
capital to carry out its business plan or to
engage in a business combination. No
commitments to provide additional funds have
been made by management or other
shareholders. Accordingly, there can be no
assurance that any additional funds will be
available on terms acceptable to
Progolftournaments.com or at all.
Progolftournaments.com has no commitments for
capital expenditures.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Janet Loss, C.P.A., P.C. has served as The
Company's independent auditor since
inception, and Progolftournaments.com has not
had any dispute with Janet Loss C.P.A., P.C
over accounting or financial disclosure.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age
and position of each director and executive
officer of Progolftournaments.com:
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C>
Howard I. Klein 43 President,
Secretary,
Director
Michael R. Levine 52 Vice
President,
Director
Sandy Winick 41 Treasurer,
Director
</TABLE>
Howard I. Klein became The Company's
President, Secretary and Director in
September, 1999. For the past twenty years,
in fact all of his adult working life, Mr.
Klein has been involved with the printing and
graphics industry. Beginning as the
proprietor of a Minuteman Press franchise in
1979, and culminating in his position of CEO
and Managing Partner of Kleinbar Graphics,
Inc. of Markham, Ontario, Mr. Klein has built
a substantial and respected commercial
printing firm. He is responsible for
Financial and manufacturing planning and
operations and directs all administrative
functions. He holds C.G.A.E. certification
from Northwestern University, Evanston, IL in
the fields of Production, Financial and Sales
Management. Mr. Klein is acknowledged to be
an expert in computers and is an avid golfer.
Michael R. Levine became the Company's Vice-
President and Director in September, 1999.
Mr. Levine is currently the Co-founder and
President of Danbury Financial Corp., an
asset based lender specializing in short term
loans on machinery, equipment and rolling
stock. From 1985 through 1999, Mr. Levine
served as President of Upper Canada Equity
Development, Inc. This company syndicated
the purchase, management and sale of some 250
million dollars worth of real estate,
including single family homes, residential
condominiums and office complexes. Mr.
Levine received a BSc degree from Sir George
Williams University, Montreal, Quebec; an MBA
from University of Western Ontario, London.
Ontario and received the designation of
Certified General Accountant in 1986.
Sandy Winick became the Company's Treasurer
and Director in September, 1999. He is
currently Vice-President of Danbury Financial
Corp., providing liaison with clients,
negotiation of funding agreements, creating
new business and monitoring the company's
entire loan portfolio. For the two year
period, 1997 to 1999, Mr. Winick served as
CEO of Millenia Corporation, a US publicly
trading company. His duties there, in
addition to day-to-day administration,
included funding of the company, acquisition
and consolidation of several businesses and
completing a reverse takeover with a private
company. Previous activities include serving
as an independent financial consultant with
Madison Consulting Group, President and CEO
of Naturally Niagara inc., a full service
beverage manufacturer and distributor and
President of Payless Furniture a prosperous
thirteen unit chain of furniture stores. Mr.
Winick is the originator of the
Progolftournaments.com concept.
The directors named above will serve until
the first annual meeting of The Company's
shareholders. Thereafter, directors will be
elected for one-year terms at the annual
shareholders meeting. Officers will hold
their positions at the pleasure of the board
of directors, absent any employment
agreement. No employment agreements
currently exist or are contemplated. There
is no arrangement or understanding between
the director and officer of
Progolftournaments.com and any other person
pursuant to which any director or officer was
or is to be selected as a director or
officer.
The directors and officers of
Progolftournaments.com will devote their time
to The Company's affairs on an as needed
basis. As a result, the actual amount of
time, which they will devote to The Company's
affairs, is unknown and is likely to vary
substantially from month to month.
EXECUTIVE COMPENSATION
No officer or director has received any
remuneration from Progolftournaments.com.
Although there is no current plan in
existence, it is possible that
Progolftournaments.com will adopt a plan to
pay or accrue compensation to its officers
and directors for services related to the
implementation of The Company's concept and
business plan. Progolftournaments.com has no
stock option, retirement, incentive, defined
benefit, actuarial, pension or profit-sharing
programs for the benefit of directors,
officers or other employees, but the Board of
Directors may recommend adoption of one or
more such programs in the future.
Progolftournaments.com has no employment
contract or compensatory plan or arrangement
with any executive officer of The Company.
The directors currently do not receive any
cash compensation from Progolftournaments.com
for their service as members of the board of
directors. There is no compensation
committee, and no compensation policies have
been adopted. See Certain Relationships and
Related Transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of October
31, 1999, The Company's outstanding common
stock owned of record or beneficially by each
executive officer and director and by each
person who owned of record, or was known by
Progolftournaments.com to own beneficially,
more than 5% of The Company's common stock,
and the shareholdings of all executive
officers and directors as a group.
<TABLE>
<CAPTION>
Name Shares Owned Percentage of
Shares Owned
<S> <C> <C>
Howard I. Klein 901,000 9.140
Michael R. Levine<F1>
Sandy Winick<F2> 1,950,000
14.96
Mary McGowan 2,700,000
27.38
Lynn Melanson 1,000,000
10.41
<FN>
<F1>
Mary McGowan is a close associate of Mr.
Levines. Ms McGowan has her own independent
financial means and both she and Mr. Levine
deny any beneficial ownership of each others
shares.
<F2>
Includes 475,000 shares owned by Jodi Winick,
Mr. Winick's wife and which may be considered
to be beneficially owned by Mr. Winick
</FN>
</TABLE>
All shares are held of record and each
record shareholder has sole voting and
investment power. The Company knows of no
one who has the right to acquire beneficial
ownership in Progolftournaments.com common
stock. Other than the sale of
Progolftournaments.com stock contemplated by
this prospectus, there are no arrangements
known to The Company, the operation of which
may, at a subsequent date result in a change
of control of Progolftournaments.com
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
No director, executive officer or nominee for
election as a director of
Progolftournaments.com, and no owner of five
percent or more of The Company's outstanding
shares or any member of their immediate
family has entered into or proposed any
transaction in which the amount involved
exceeds $10,000. Mr. Levine and Mr. Winick
are both involved in Danbury Financial Corp.,
a company having no direct or indirect
affiliation with The Company. If
Progolftournaments.com succeeds in
implementing its business plan, it is not
inconceivable that one or both of these
individuals could become paid employees and
executives of Progolftournaments.com.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
The Company's bylaws provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them
on account of their being or having been
directors or officers of
Progolftournaments.com, absent a finding of
negligence or misconduct in the performance
of duty.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may
be permitted to directors, officers or
persons controlling Progolftournaments.com
pursuant to the forgoing provisions,
Progolftournaments.com has been informed
that, in the opinion of the Securities and
Exchange Commission, such indemnification is
against public policy as expressed in that
Act and is, therefore, unenforceable.
INDEX TO FINANCIAL STATEMENTS
Progolftournaments.com Resources, Inc.
(A Development Stage Company)
Report of Certified Public
Accountant.....................F-1
Consolidated Balance Sheet, September 30,
1999 ...........F-2
Consolidated Statement of Operations, for
the period September
3, 1999 through September 30, 1999
.......................F-3
Consolidated Statement of Stockholders
Equity (Deficit), from September
3, 1999 through September 30, 1999
.......................F-4
Consolidated Statement of Cash Flows, for the
period from September 3,1999
through September 30, 1999
....................... F-5
Notes to Financial Statements........F-6 F-7
Prospectus
November 15, 1999
PROGOLFTOURNAMENTS.COM
3266 Yonge Street, Suite 1203
Toronto, Ontario M4N 3P6, CANADA
(416) 962-4508
9,861,300 Shares of Common Stock
to be sold by current shareholders
Progolftournaments.com has not authorized any
dealer, salesperson or other person to give
you written information other than this
prospectus or to make representations as to
matters not stated in this prospectus. You
must not rely on unauthorized information.
This prospectus is not an offer to sell these
securities or a solicitation of your offer to
buy the securities in any jurisdiction where
that would not be permitted or legal. Neither
the delivery of this prospectus nor any sales
made hereunder after the date of this
prospectus shall create an implication that
the information contained herein or the
affairs of Progolftournaments.com have not
changed since the date hereof.
Until March 16, 1999 (90 days after the date
of this prospectus), all dealers that effect
transactions in these shares of common stock
may be required to deliver a prospectus. This
is in addition to the dealer's obligation to
deliver a prospectus when acting as an
underwriter and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution.
The securities are being registered for the
account of selling shareholders, and all of
the following expenses will be borne by such
shareholders. The amounts set forth are
estimates except for the SEC registration
fee:
SEC registration fee $35
Printing and engraving expenses 5,000
Attorneys' fees and expenses 9,000
Accountants' fees and expenses 1,500
Transfer agent's and registrar's
fees and expenses 500
Miscellaneous 965
Total $17,000
Item 14. Indemnification of Directors and
Officers.
Pursuant to Nevada law, a corporation may
indemnify a person who is a party or
threatened to be made a party to an action,
suit or proceeding by reason of the fact that
he or she is an officer, director, employee
or agent of the corporation, against such
persons costs and expenses incurred in
connection with such action so long as he or
she has acted in good faith and in a manner
which he or she reasonably believed to be in,
or not opposed to, the best interests of the
corporation, and, in the case of criminal
actions, had no reasonable cause to believe
his or her conduct was unlawful. Nevada law
requires a corporation to indemnify any such
person who is successful on the merits or
defense of such action against costs and
expenses actually and reasonably incurred in
connection with the action.
The bylaws of Progolftournaments.com, filed
as Exhibit 3.2, provide that
Progolftournaments.com will indemnify its
officers and directors for costs and expenses
incurred in connection with the defense of
actions, suits, or proceedings against them
on account of their being or having been
directors or officers of
Progolftournaments.com, absent a finding of
negligence or misconduct in office. The
Company's Bylaws also permit
Progolftournaments.com to maintain insurance
on behalf of its officers, directors,
employees and agents against any liability
asserted against and incurred by that person
whether or not Progolftournaments.com has the
power to indemnify such person against
liability for any of those acts.
Item 15. Recent Sales of Unregistered
Securities.
Set forth below is information regarding the
issuance and sales of The Company's
securities without registration since its
formation. No such sales involved the use of
an underwriter and no commissions were paid
in connection with the sale of any
securities.
On September 3, 1999, Progolftournaments.com
issued 1,000,000 shares of common stock to an
officer and director in exchange for his
development of the concept and business plan
and his assigning of all of his
proprietary rights to those two items. The
issuance of the shares was exempt from
registration under Regulation S of the
Securities Act of 1933
(c) On September 30, 1999,
Progolftournaments.com issued a total of
8,861,300 shares of common stock to
shareholders, in addition to the issuance
for the concept and preliminary business
plan. Total consideration for these shares
was $ 83,004. The Company's shares were
valued from $ 0.001 per share to $ 0.50 per
share. The issuance of these shares was
exempt from registration under Regulation S
of the Securities act of 1933.
Item 16(b). Financial Statement Schedules
As of September 30, 1999,
Progolftournaments.com:
has no valuation or qualifying accounts
does not have a substantial portion of its
business devoted to acquiring and holding for
investment real estate or interests therein
has one subsidiary
has no investments in mortgage loans on real
estate.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-
effective amendment to this registration
statement:
(a) To include any prospectus required by
section 10(a)(3) of the Securities Act of
1933;
(b) To reflect in the prospectus any facts
or events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than 20% change in the maximum aggregate
offering price set forth in the "Calculation
of Registration Fee" table in the effective
registration statement; and
(c) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933,
each such post-effective amendment shall be
deemed to be a new registration statement
relating to the securities offered therein,
and the offering of such securities at that
time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of
a post-effective amendment any of the
securities being registered, which remain,
unsold at the termination of the offering.
(4) That, for purposes of determining any
liability under the Securities Act of 1933,
each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is
incorporated by reference in the registration
statement shall be deemed to be a new
registration statement relating to the
securities offered therein, and the offering
of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has
duly caused this registration statement to be
signed on its behalf by the undersigned,
thereunto duly authorized, in the City of
Toronto, Province of Ontario, CANADA, on
November 15, 1999.
PROGOLFTOURNAMENTS.COM
/s/ Howard I. Klein
By Howard I. Klein
Its President
Pursuant to the requirements of the
Securities Act of 1933, this registration
statement has been signed by the following
persons in the capacities and on the dates
indicated.
/S/ Howard I. Klein
President, Secretary and Director
Date: Dec.14/1999
Howard I. Klein
/S/ Michael R. Levine
Vice President and Director
Date Dec. 14/1999
Michael R. Levine
/S/ Sandy Winick
Treasurer and Director
Date: Dec. 14/1999
Sandy Winick
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
AUDIT REPORT
September 30, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarack Drive, Suite 120
Denver, Colorado 80237
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public
Accountant..................... F-1
Consolidated Balance Sheet, September 30,
1999 ........... F-2
Consolidated Statement of
Operations, for the period September
3, 1999 through September 30, 1999
....................... F-3
Consolidated Statement of Stockholders
Equity (Deficit), from September
3, 1999 through September 30, 1999
....................... F-4
Consolidated Statement of Cash Flows,
For the period from September
3, 1999 through September 30, 1999
....................... F-5
Notes to Financial
Statements.......................... F-6 F-
7Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarack Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
3266 Yonge Street, #1203
Toronto, ON M4N3P6 Canada
I have audited the accompanying Consolidated
Balance Sheet of PROGOLF TOURNAMENTS.COM AND
SUBSIDIARY (A Development Stage Enterprise)
as of September 30, 1999 and the Consolidated
Statements of Operations, Stockholders
Equity, and Cash Flows for the period from
September 3, 1999 (Inception) through
September 30, 1999. My examination was made
in accordance with generally accepted
auditing standards, and accordingly, included
such tests of the accounting records and such
other auditing procedures as we considered
necessary in the circumstances.
In my opinion, the consolidated financial
statements referred to above present fairly
accurately, in all material respects, the
financial position of PROGOLF TOURNAMENTS.COM
AND SUBSIDIARY (A Development Stage
Enterprise) as of September 30, 1999, and the
results of its consolidated operations and
changes in its cash flows for the period from
September 3, 1999 (Inception) through
September 30, 1999, in conformity with
generally accepted accounting principles
applied on a consistent basis.
/S/Janet Loss, C.P.A., P.C.
November 24, 1999
F-1
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEET
September 30, 1999
ASSETS
CURRENT ASSETS:
Cash in checking 76,578
Common Stock Subscription
Receivable
6,426
TOTAL CURRENTS ASSETS
83,004
OTHER ASSETS:
Organizational Costs,
net of amortization 1,042
TOTAL ASSETS 84,046
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts Payable, trade 260
STOCKHOLDERS EQUITY:
Preferred Stock, $0.001 par
value; 10,000,000 shares
Authorized, none issued 0
Common Stock, $0.001 par
Value; 50,000,000 shares
Authorized, 9,861,300 shares
Issued and outstanding 9,861
Additional Paid-In capital 85,080
Retained earnings (Deficit) (11,155)
Total Stockholders Equity 83,786
Total Liabilities and
Stockholders Equity 84,046
The accompanying notes are an integral part
of the financial statements.
F-2
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOIDATED STATEMENT OF OPERATIONS
For the period from September 3, 1999
(Inception)
Through September 30, 1999
REVENUES: 29
OPERATING EXPENSES:
Amortization Expense 18
Consulting and
Promotional Expense 1,466
Legal and
Accounting Expenses 5,500
Professional Fees 4,200
Total Operating Expenses 11,184
NET (LOSS) (11,155)
NET (LOSS) PER
SHARE OF COMMON STOCK (.0011)
Weighted Average
Number of shares
Outstanding 9,861,300
The accompanying notes are an integral part
of the financial statements.
F-3
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS
EQUITY (DEFICIT)
For the period from September 3, 1999
(Inception)
Through September 30, 1999
<TABLE>
<CAPTION>
Common Stock (Deficit) Total
Number of Common Stock Additional Accumulated Stockholders
Shares Amount Paid-In During the Equity
Capital Development (Deficit)
Stage
<S> <C> <C> <C> <C> <C>
Balance
September 3, 0 0 0 0 0
1999
Shares issued
for cash,
September 3,
1999 8395300 8395 85080 0
93475
Shares issued
for services,
September 3, 1466000 1466 0 0 1466
1999
Net (Loss)
for the
period ended
September 3,
1999 0 0 0 (11155) (11155)
Balance
September
30, 1999 9861300 9861 85080 (11155) 83786
</TABLE>
The accompanying notes are an integral part
of the financial statements.
F-4
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the period from September 3, 1999
(Inception)
Through September 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) (11,155)
Adjustments to Reconcile
Net (Loss) to Cash Flow From
Operating Activities:
Increase in Common Stock
Subscription Receivable (6,426)
Increase in
organizational costs (1,060)
Increase in
accounts payable 260
Amortization 18
Net cash provided (Used)
By operating activities (18,363)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of Common
Stock 94,941
NET INCREASE IN CASH 76,578
Cash, Beginning of
the period 0
Cash, end of the period 76,578
The accompanying notes are an integral part
of the financial statements.
F-5
PROGOLFTOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
NOTE I - ORGANIZATION AND HISTORY
The Company is a Nevada corporation and the
Company has been in the development stage
since its formation on September 3, 1999.
The wholly owned subsidiary, PROGOLF
TOURNAMENTS.COM, INC. is an Ontario-Canada
Corporation incorporated September 29, 1999.
The Companys only activities have been
organizational, directed at acquiring its
principal assets, raising its initial capital
and developing its business plan.
NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Development Stage Activities
The Company has been in the development stage
since its inception.
Basis of Financial Statements
The financial statements reflect the assets
and liabilities of PROGOLF TOURNAMENTS.COM, a
Nevada Corporation, and its wholly owned
subsidiary, PROGOLF TOURNAMENTS.COM, INC., an
Ontario Corporation, incorporated September
3, 1999 and September 29, 1999, respectively.
These Financial statements are prepared on a
consolidated basis. The accounts of the
subsidiary company are reflected in these
Financial statements. All material
intercompany accounts and transactions have
been eliminated.
Accounting Method
The Company records income and expenses on
the accrual method.
Cash and Cash Equivalents
Cash and cash equivalents includes cash on
hand, cash on deposit and highly liquid
investments with maturities generally of
three
months or less. F-6
PROGOLF TOURNAMENTS.COM AND SUBSIDIARY
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
September 30, 1999
Organizational Costs
Costs incurred in organizing the Company are
being amortized over a sixty- month period.
Use of Estimates
The preparation of Financial statements in
conformity with generally accepted accounting
principles requires management to make
estimates and assumptions that affect the
reported amounts of assets and liabilities
and disclosure of contingent assets and
liabilities at the date of the financial
statements and revenues and expenses during
the reported period. Actual results could
differ from those estimates.
Currency Exchange
The Financial statements are presented in
dollar amounts based on United States
Currency Exchange.
Fiscal Year
The Company adopted a fiscal year end of
September 30th.
F-7
ARTICLES OF INCORPORATION
OF
PROGOLFTOURNAMENTS.COM
The undersigned, acting as incorporator,
pursuant to the provisions of the laws of the
State of
Nevada relating to private corporations,
hereby adopts the following Articles of
Incorporation:
ARTICLE ONE. (NAME)
The name of the corporation is:
PROGOLFTOURNAMENTS.COM
ARTICLE TWO. (RESIDENT AGENT)
The initial agent for service of process is
the
Nevada Agency and Trust Company, 50 West
Liberty Street, Suite 880, City of Reno,
County of Washoe,
State of Nevada 89501.
ARTICLE THREE. (PURPOSES) The
purposes for which the corporation is
organized are to engage in any activity or
business not in conflict with the laws of the
State of Nevada or of the United States of
America, and without limiting the generality
of the foregoing, specifically:-
I. (OMNIBUS). To have to exercise all
the powers now or hereafter conferred by the
laws of the State of Nevada upon corporations
organized pursuant to the laws under which
the corporation is organized and any and all
acts amendatory thereof and supplemental
thereto.
II. (CARRYING ON BUSINESS OUTSIDE STATE).
To conduct and carry on its business or any
branch thereof in any state or territory of
the United States or in any foreign country
in conformity with the laws of such state,
territory, or foreign country, and to have
and maintain in any state, territory, or
foreign country a business office, plant,
store or other facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS).
The purposes `specified herein shall be
construed both as purposes and powers and
shall be in no wise limited or restricted by
reference to, or inference from, the terms of
any other clause in this or any other
article, but the purposes and powers
specified in each of the clauses herein shall
be regarded as independent purposes and
powers, and the enumeration of specific
purposes and powers shall not be construed to
limit or restrict in any manner the meaning
of general terms or of the general powers of
the corporation; nor shall the expression of
one thing be deemed to exclude another,
although it be of like nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK) The
corporation shall have authority to issue an
aggregate of SIXTY MILLION (60,000,000)
shares of stock, par value ONE MILL ($0.001)
per share divided into two (2) classes of
stock as follows for a total capitalization
of SIXTY THOUSAND DOLLARS ($60,000).
NON-ASSESSABLE COMMON STOCK: FIFTY MILLION
(50,000,000) shares
Of COMMON STOCK, Par Value ONE MILL ($0.001)
per share, and
PREFERRED STOCK: TEN MILLION (10,000,000)
shares of PREFERRED STOCK, Par Value ONE MILL
($0.0001) per share.
All capital stock when issued shall be fully
paid and non-assessable. No holder of shares
of capital stock of the corporation shall be
entitled as such to any pre-emptive or
preferential rights to subscribe to any
unissued stock, or any other securities which
the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued
and sold from time to time for such
consideration as may be fixed by the Board of
Directors, provided that the consideration so
fixed is not less than par value.
Holders of the corporation's Common Stock
shall not possess cumulative voting rights at
any shareholders meetings called for the
purpose of electing a Board of Directors or
on other matters brought
before stockholders meetings, whether they
are annual or special.
ARTICLE FIVE. (DIRECTORS). The
affairs of the corporation shall be governed
by a Board of Directors of not more than
fifteen (15) nor less than one (1) person.
The name and address of the first Board of
Directors is:
NAME
ADDRESS
Howard Klien
6844 Johnson Wagon Crescent
Mississauga, Ontario L5W 1B1
Canada
ARTICLE SIX. (ASSESSMENT OF
STOCK). The capital stock of the
corporation, after the amount of the
subscription price or par value has been paid
in, shall not be subject to pay debts of the
corporation, and no paid up stock and no
stock issued as fully paid up shall ever be
assessable or assessed.
ARTICLE SEVEN.
(INCORPORATOR). The name and address of
the incorporator of the corporation is as
follows:
NAME ADDRESS
Amanda Cardinelli 50
West Liberty Street, Suite. 880
` Reno,
Nevada 89501
ARTICLE EIGHT. (PERIOD OF
EXISTENCE). The period of existence of the
Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS) The
initial By-laws of the corporation shall be
adopted by its Board of Directors. The power
to alter, amend, or repeal the By-laws, or to
adopt new By-laws, shall be vested in the
Board of Directors, except as otherwise may
be specifically provided in the By-laws.
ARTICLE TEN. (STOCKHOLDERS'
MEETINGS). Meetings of stockholders shall be
held at such place within or without the
State of Nevada as may be provided by the By
laws of the corporation. Special meetings of
the stockholders may be called by the
President or any other executive officer of
the corporation, the Board of Directors, or
any member thereof, or by the record holder
or holders of at least ten percent (10%) of
all shares entitled to vote at the meeting.
Any action otherwise required to be taken at
a meeting of the stockholders, except
election of directors, may be taken without a
meeting if a consent in writing, setting
forth the action so taken, shall be signed by
stockholders having at least a majority of
the voting power.
ARTICLE ELEVEN. (CONTRACTS OF
CORPORATION) No contract or other
transaction between the corporation and any
other corporation, whether or not a majority
of the shares of the capital stock of such
other corporation is owned by this
corporation, and no act of this corporation
shall be any way be affected or invalidated
by the fact that any of the directors of this
corporation are pecuniarily or otherwise
interested in, or are directors or officers
of such other corporation. Any director of
this corporation, individually, or any firm
of which such director may be a member, may
be a party to, or may be pecuniarily or
otherwise interested in any contract or
transaction of the corporation; provided,
however, that the fact that he or such firm
is so interested shall be disclosed or shall
have been known to the Board of Directors of
this corporation, or a majority thereof; and
any director of this corporation who is also
a director or officer of such other
corporation, or who is so interested, may e
counted in determining the existence of a
quorum at any meeting of the Board of
Directors of this corporation that shall
authorize such contract or transaction, and
may vote thereat to authorize such contract
or transaction, with like force and effect as
if he were no such director or officer of
such other corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF
DIRECTORS AND OFFICERS) No director or
officer shall have any personal liability to
the corporation or its stockholders for
damages for breach of fiduciary duty as a
director or officer, except that this Article
Twelve shall not eliminate or limit the
liability of a director or officer for (I)
acts or omissions which involve intentional
misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in
violation of the Nevada Revised Statutes.
IN WITNESS WHEREOF. The
undersigned incorporator has hereunto affixed
his/her signature at Reno, Nevada this 3rd
day of September, 1999.
/S/AMANDA CARDINALLI
AMANDA CARDINALLI
BYLAWS
OF
PROGOLFTOURNAMENTS.COM
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions
4
1.02 Registered Agent or Office-
Requirement
of Filing Changes with Secretary of
State 4
1.03 Initial Business Office
4
1.04 Amendment of Bylaws
4
2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting
5
2.02 Telephone Meetings
5
2.03 Place of Meetings
5
2.04 Regular Meetings
5
2.05 Call of Special Meeting
5
2.06 Quorum
6
2.07 Adjournment-Notice of Adjourned
Meetings 6
2.08 Conduct of Meetings
6
2.09 Powers of the Board of Directors
6
2.10 Board Committees-Authority to
Appoint 7
2.11 Transactions with Interested
Directors 7
2.12 Number of Directors
7
2.13 Term of Office
7
2.14 Removal of Directors
8
2.15 Vacancies
8
2.15(a) Declaration of Vacancy
8
2.15(b) Filling Vacancies by
Directors 8
2.15(c) Filling Vacancies by
Shareholders 8
2.16 Compensation
9
2.17 Indemnification of Directors and
Officers 9
2.18 Insuring Directors, Officers, and
Employees 9
ARTICLE
PAGE
3.00 SHAREHOLDERS MEETINGS
3.01 Action Without Meeting
9
3.02 Telephone Meetings
10
3.03 Place of Meetings
10
3.04 Notice of Meetings
10
3.04 Voting List
10
3.05 Votes per Share
11
3.07 Cumulative Voting
11
3.08 Proxies
11
3.09 Quorum
12
3.09(a) Quorum of Shareholders
12
3.09(b) Adjourn for Lack or Loss
of Quorum 12
3.10 Voting by Voice or Ballot
12
3.11 Conduct of Meetings
12
3.12 Annual Meetings
12
3.13 Failure to Hold Annual Meeting
13
3.14 Special Meetings
13
4.00 OFFICERS
4.01 Title and Appointment
13
4.01(a) Chairman
13
4.01(b) President
14
4.01(c) Vice President
14
4.01(d) Secretary
14
4.01(e) Treasurer
15
4.01(f) Assistant Secretary or
Assistant Treasurer
15
4.02 Removal and Resignation
15
4.03 Vacancies
16
4.04 Compensation
16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific
Authorization 16
5.02 Execution of Certain Instruments
16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares
17
6.02 Certificates for Fully Paid Shares
17
6.03 Consideration for Shares
17
6.04 Replacement of Certificates
17
ARTICLE
PAGE
6.05 Signing Certificates-Facsimile
Signatures 18
6.06 Transfer Agents and Registrars
18
6.07 Conditions of Transfer
18
6.08 Reasonable Doubts as to Right to
Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings
18
7.02 Share Register
19
7.03 Corporate Seal
19
7.04 Books of Account
19
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year
20
7.07 Waiver of Notice
20
8.00 ADOPTION OF INITIAL BYLAWS
20
ARTICLE ONE-CORPORATE CHARTER AND BYLAWS 1.01
CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes
fifty million (50,000,000) Common Shares and
ten million Preferred shares to be issued.
The officers and transfer agents issuing
shares of the Corporation shall ensure that
the total number of shares outstanding at any
given time does not exceed this number. Such
officers and agents shall advise the Board at
least annually of the authorized shares
remaining available to be issued. No shares
shall be issued for less than the par value
stated in the Charter. Each Charter provision
shall be observed until amended by Restated
Articles or Articles of Amendment duly filed
with the Secretary of State.
1.02 REGISTERED AGENT AND OFFICE-REQUIREMENT
OF FILING CHANGES WITH SECRETARY OF STATE
The address of the Registered Office
provided in the Articles of Incorporation, as
duly filed with the Secretary of State for
the State of Nevada, is: 50 West Liberty
Street, Suite 880, Reno, Nevada 89501.
The name of the Registered Agent of the
Corporation at such address, as set forth in
its Articles of Incorporation, is: Nevada
Agency and Trust Company.
The Registered Agent or Office may be
changed by filing a Statement of Change of
Registered Agent or Office or Both with the
Secretary of State, and not otherwise. Such
filing shall be made promptly with each
change. Arrangements for each change in
Registered Agent or Office shall ensure that
the Corporation is not exposed to the
possibility of a default judgment. Each
successive Registered Agent shall be of
reliable character and well informed of the
necessity of immediately furnishing the
papers of any lawsuit against the Corporation
to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal
business office of the Corporation is hereby
established as: 404 Scott Point Drive, Salt
Spring Island, BC V8K 2R2.
The Corporation may have additional
business offices within the State of Nevada
and where it may be duly qualified to do
business outside of Nevada, as the Board of
Directors may from time to time designate or
the business of the Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors,
subject to any limits imposed by the
Shareholders, may amend or repeal these
Bylaws and adopt new Bylaws. All amendments
shall be upon advice of counsel as to
legality, except in emergency. Bylaw changes
shall take effect upon adoption unless
otherwise specified. Notice of Bylaws changes
shall be given in or before notice given of
the first Shareholders meeting following
their adoption.
ARTICLE TWO-DIRECTORS AND DIRECTORS MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT
MEETING
Any action required or permitted to be
taken by the Board of Directors may be taken
without a meeting, and shall have the same
force and effect as a unanimous vote of
Directors, if all members of the Board
consent in writing to the action. Such
consent may be given individually or
collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions
required by these Bylaws and by the Business
Corporation Act, Directors may participate in
and hold a meeting by means of conference
call or similar communication by which all
persons participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such
meeting, except participation for the express
purpose of objecting to the transaction of
any business on the ground that the meeting
is not lawfully called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall
be held at the business office of the
Corporation or at such other place within or
without the State of Nevada as may be
designated by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of
Directors shall be held, without call or
notice, immediately following each annual
Shareholders meeting, and at such other
regularly repeating times as the Directors
may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of
Directors for any purpose may be called at
any time by the President or, if the
President is absent or unable or refuses to
act, by any Vice President or any two
Directors. Written notices of the special
meetings, stating the time and place of the
meeting, shall be mailed ten days before, or
telegraphed or personally delivered so as to
be received by each Director not later than
two days before, the day appointed for the
meeting. Notice of meetings need not indicate
an agenda. Generally, a tentative agenda will
be included, but the meeting shall not be
confined to any agenda included with the
notice.
Meetings provided for in these Bylaws
shall not be invalid for lack of notice if
all persons entitled to notice consent to the
meeting in writing or are present at the
meeting and do not object to the notice
given. Consent may be given either before or
after the meeting.
Upon providing notice, the Secretary or
other officer sending notice shall sign and
file in the Corporate Record Book a statement
of the details of the notice given to each
Director. If such statement should later not
be found in the Corporate Record Book, due
notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors
meeting, or adjournment thereof, of a
majority of the authorized number of
Directors shall be necessary to constitute a
quorum to transact any business, except to
adjourn. If a quorum is present, every act
done or resolution passed by a majority of
the Directors present and voting shall be the
act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED
MEETINGS
A quorum of the Directors may adjourn
any Directors meeting to meet again at a
stated hour on a stated day. Notice of the
time and place where an adjourned meeting
will be held need not be given to absent
Directors if the time and place is fixed at
the adjourned meeting. In the absence of a
quorum, a majority of the Directors present
may adjourn to a set time and place if notice
is duly given to the absent members, or until
the time of the next regular meeting of the
Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of
Directors, the Chairman of the Board, if
there is such an officer, and if not, the
President, or in the Presidents absence, a
Vice President designated by the President,
or in the absence of such designation, a
Chairman chosen by a majority of the
Directors present, shall preside. The
Secretary of the Corporation shall act as
Secretary of the Board of Directors
meetings. When the Secretary is absent from
any meeting, the Chairman may appoint any
person to act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the
Corporation and all corporate powers shall be
exercised by or under authority of the Board
of Directors, subject to limitations imposed
by law, the Articles of Incorporation, any
applicable Shareholders agreement, and these
Bylaws.
2.10 BOARD COMMITTEES-AUTHORITY TO APPOINT
The Board of Directors may designate an
executive committee and one or more other
committees to conduct the business and
affairs of the Corporation to the extent
authorized. The Board shall have the power at
any time to change the powers and membership
of, fill vacancies in, and dissolve any
committee. Members of any committee shall
receive such compensation as the Board of
Directors may from time to time provide. The
designation of any committee and the
delegation of authority thereto shall not
operate to relieve the Board of Directors, or
any member thereof, of any responsibility
imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction
between the Corporation and any of its
Directors (or any corporation or firm in
which any of its Directors are directly or
indirectly interested) shall be valid for all
purposes notwithstanding the presence of that
Director at the meeting during which the
contract or transaction was authorized, and
notwithstanding the Directors participation
in that meeting. This section shall apply
only if the contract or transaction is just
and reasonable to the Corporation at the time
it is authorized and ratified, the interest
of each Director is known or disclosed to the
Board of Directors, and the Board
nevertheless authorizes or ratifies the
contract or transaction by a majority of the
disinterested Directors present. Each
interested Director is to be counted in
determining whether a quorum is present, but
shall not vote and shall not be counted in
calculating the majority necessary to carry
the vote. This section shall not be construed
to invalidate contracts or transactions that
would be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this
Corporation shall be five. No Director need
be a resident of Nevada or a Shareholder. The
number of Directors may be increased or
decreased from time to time by amendment to
these Bylaws. Any decrease in the number of
Directors shall not have the effect of
shortening the tenure, which any incumbent
Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold
office until their successors are elected and
qualified. Election for all Director
positions, vacant or not vacant, shall occur
at each annual meeting of the Shareholders
and may be held at any special meeting of
Shareholders called specifically for that
purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any
individual Director may be removed from
office by a vote of Shareholders holding a
majority of the outstanding shares entitled
to vote at an election of Directors. However,
if less than the entire Board is to be
removed, no one of the Directors may be
removed if the votes cast against his removal
would be sufficient to elect him if then
cumulatively voted at an election of the
entire Board of Directors. No director may be
so removed except at an election of the class
of Directors of which he is a part. If any or
all Directors are so removed, new Directors
may be elected at the same meeting. Whenever
a class or series of shares is entitled to
elect one or more Directors under authority
granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the
vote of that class or series and not to the
vote of the outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors
shall exist upon the occurrence of any of the
following events: (a) the death, resignation,
or removal of any Director; (b) an increase
in the authorized number of Directors; or (c)
the failure of the Shareholders to elect the
full authorized number of Directors to be
voted for at any annual, regular, or special
Shareholders meeting at which any Director
is to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may
declare vacant the office of a Director if
the Director: (a) is adjudged incompetent by
a court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to
accept the office of Director, in writing or
by attending a meeting of the Board of
Directors, within thirty (30) days of notice
of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an
increase in the number of Directors may be
filled temporarily by majority vote of the
remaining Directors, though less than a
quorum, or by a sole remaining Director. Each
Director so elected shall hold office until a
qualified successor is elected at a
Shareholders meeting.
2.15(c) FILLING VACANCIES BY
SHAREHOLDERS
Any vacancy on the Board of Directors,
including those caused by an increase in the
number of Directors shall be filled by the
Shareholders at the next annual meeting or at
a special meeting called for that purpose.
Upon the resignation of a Director tendered
to take effect at a future time, the Board or
the Shareholders may elect a successor to
take office when the resignation becomes
effective.
2.16 COMPENSATION
Directors shall receive such
compensation for their services as Directors
as shall be determined from time to time by
resolution of the Board. Any Director may
serve the Corporation in any other capacity
as an officer, agent, employee, or otherwise,
and receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The Board of Directors shall authorize
the Corporation to pay or reimburse any
present or former Director or officer of the
Corporation any costs or expenses actually
and necessarily incurred by that officer in
any action, suit, or proceeding to which the
officer is made a party by reason of holding
that position, provided, however, that no
officer shall receive such indemnification if
finally adjudicated therein to be liable for
negligence or misconduct in office. This
indemnification shall extend to good-faith
expenditures incurred in anticipation of
threatened or proposed litigation. The Board
of Directors may in proper cases, extend the
indemnification to cover the good-faith
settlement of any such action, suit, or
proceeding, whether formally instituted or
not.
2.18 INSURING DIRECTORS, OFFICERS, AND
EMPLOYEES
The Corporation may purchase and
maintain insurance on behalf of any Director,
officer, employee, or agent of the
Corporation, or on behalf of any person
serving at the request of the Corporation as
a Director, officer, employee, or agent of
another corporation, partnership, joint
venture, trust, or other enterprise, against
any liability asserted against that person
and incurred by that person in any such
corporation, whether or not the Corporation
has the power to indemnify that person
against liability for any of those acts.
ARTICLE THREE-SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a
meeting of the Shareholders under any
provision of the Nevada Business Corporation
Act may be taken without a meeting if
authorized by a consent or waiver filed with
the Secretary of the Corporation and signed
by all persons who would be entitled to vote
on that action at a Shareholders' meeting.
Each such signed consent or waiver, or a true
copy thereof, shall be placed in the
Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions
required by these Bylaws and by the Business
Corporation Act, Shareholders may participate
in and hold a meeting by means of conference
call or similar communication by which all
persons participating can hear each other.
Participation in such a meeting shall
constitute presence in person at such
meeting, except participation for the express
purpose of objecting to the transaction of
any business on the ground that the meeting
is not lawfully called or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at
the business office of the Corporation, or at
such other place within or without the State
of Nevada as may be designated by the Board
of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the
officer or persons calling a Shareholders'
Meeting. shall give notice, or cause it to be
given, in writing to each Director and to
each Shareholder entitled to vote at the
meeting at least ten (10) but not more than
sixty (60) days before the date of the
meeting. Such notice shall state the place,
day, and hour of the meeting, and, in case of
a special meeting, the purpose or purposes
for which the meeting is called. Such written
notice may be given personally, by mail, or
by other means. Such notice shall be
addressed to each recipient at such address
as appears on the Books of the Corporation or
as the recipient has given to the Corporation
for the purpose of notice. Meetings provided
for in these Bylaws shall not be invalid for
lack of notice if all persons entitled to
notice consent to the meeting in writing or
are present at the meeting in person or by
proxy and do not object to the notice given,
Consent may be given either before or after
the meeting. Notice of the reconvening of an
adjourned meeting is not necessary unless the
meeting is adjourned more than thirty days
past the date stated in the notice, in which
case notice of the adjourned meeting shall be
given as in the case of any special meeting.
Notice may be waived by written waivers
signed either before or after the meeting by
all persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than
sixty (60), days before each Shareholders'
meeting, the officer or agent having charge
of the Corporation's share transfer books
shall make a complete list of the
Shareholders entitled to vote at that meeting
or any adjournment thereof, arranged in
alphabetical order, with the address and the
number of shares held by each. The list shall
be kept on file at the Registered Office of
the Corporation for at least ten (10) days
prior to the meeting, and shall be subject to
inspection by any Director, officer, or
Shareholder at any time during usual business
hours. The list shall also be produced and
kept open at the time and place of the
meeting and shall be subject, during the
whole time of the meeting, to the inspection
of any Shareholder. The original share
transfer books shall be prima facie evidence
as to the Shareholders entitled to examine
such list or transfer books or to vote at any
meeting of Shareholders. However, failure to
prepare and to make the list available in the
manner provided above shall not affect the
validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of
class, shall be entitled to one (1) vote on
each matter submitted to a vote at a meeting
of Shareholders, except to the extent that
the voting rights of the shares of any class
or classes are limited or denied pursuant to
the Articles of Incorporation. A Shareholder
may vote in person or by proxy executed in
writing by the Shareholder, or by the
Shareholder's duly authorized attorney-in
fact.
3.07 CUMULATIVE VOTING
Cumulative voting is prohibited.
3.08 PROXIES
A Shareholder may vote either in person
or by proxy executed in writing by the
Shareholder or his or her duly authorized
attorney in fact. Unless otherwise provided
in the proxy or by law, each proxy shall be
revocable and shall not be valid after eleven
(11) months from the date of its execution,
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted
on, the presence (in person or by proxy) of
the persons who are entitled to vote a
majority of the outstanding voting shares on
that matter shall constitute the quorum
necessary for the consideration of the matter
at a Shareholders' meeting. The vote of the
holders of a majority of the shares entitled
to vote on the matter and represented at a
meeting at which a quorum is present shall be
the act of the Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS
OF QUORUM
No business may be transacted in the
absence of a quorum, or upon the withdrawal
of enough Shareholders to leave less than a
quorum, other than to adjourn the meeting
from time to time by the vote of a majority
of the shares represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by
ballot unless a Shareholder demands election
by ballot before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be
chaired by the President, or, in the
President's absence, a Vice President
designated by the President, or, in the
absence of such designation, any other person
chosen by a majority of the Shareholders of
the Corporation present in person or by proxy
and entitled to vote. The Secretary of the
Corporation, or, in the Secretary's absence,
an Assistant Secretary, shall act as
Secretary of all meetings of the
Shareholders. In the absence of the Secretary
or Assistant Secretary, the Chairman shall
appoint another person to act as Secretary of
the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual
meeting of the Shareholders of the
Corporation, for the purpose of electing
Directors and for the transaction of any
other business as may come before the
meeting, shall be set from time to time by a
majority vote of the Board of Directors. If
the day fixed for the annual meeting shall be
on a legal holiday in the State of Nevada,
such meeting shall be held on the next
succeeding business day. If the election of
Directors is not held on the day thus
designated for any annual meeting, or at any
adjournment thereof, the Board of Directors
shall cause the election to be held at a
special meeting of the Shareholders as soon
thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an
annual Shareholders' Meeting is not held, any
Shareholder may apply to a court of competent
jurisdiction in the county in which the
principal office of the Corporation is
located for a summary order that an annual
meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be
called at any time by. (a) the President; (b)
the Board of Directors; or (c) one or more
Shareholders holding in the aggregate one
tenth or more of all the shares entitled to
vote at the meeting. Such meeting may be
called for any purpose. The party calling the
meeting may do so only by written request
sent by registered mail or delivered in
person to the President or Secretary. The
officer receiving the written request shall
within ten (10) days from the date of its
receipt cause notice of the meeting to be
sent to all the Shareholders entitled to vote
at such a meeting. If the officer does not
give notice of the meeting within ten (10)
days after the date of receipt of the written
request, the person or persons calling the
meeting may fix the time of the meeting and
give the notice. The notice shall be sent
pursuant to Section 3.04 of these Bylaws. The
notice of a special Shareholders' meeting
must state the purpose or purposes of the
meeting and, absent consent of every
Shareholder to the specific action taken,
shall be limited to purposes plainly stated
in the notice, notwithstanding other
provisions herein.
ARTICLE FOUR-OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be
a President and a Secretary, as required by
law. The Corporation may also have, at the
discretion of the Board of Directors, a
Chairman of the Board, one or more Vice
Presidents, a Treasurer, one or more
Assistant Secretaries, and one or more
Assistant Treasurers. Any two or more
offices, including President and Secretary,
may be held by one person. All officers shall
be elected by and hold office at the pleasure
of the Board of Directors, which shall fix
the compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an
officer, shall, if present, preside at the
meetings of the Board of Directors and
exercise and perform such other powers and
duties as may from time to time be assigned
to the Chairman by the Board of Directors or
prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if
any, as may be given to the Chairman, if
there is one, by the Board of Directors, the
President shall be the chief executive
officer of the Corporation and shall, subject
to the control of the Board of Directors,
have general supervision, direction, and
control of the business and officers of the
Corporation. The President shall have the
general powers and duties of management
usually vested in the office of President of
a corporation; shall have such other powers
and duties as may be prescribed by the Board
of Directors or the Bylaws; and shall be ex
officio a member of all standing committees,
including the executive committee, if any. In
addition, the President shall preside at all
meetings of the Shareholders and in the
absence of the Chairman, or if there is no
Chairman, at all meetings of the Board of
Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such
powers and perform such duties as from time
to time may be prescribed by these Bylaws, by
the Board of Directors, or by the President.
In the absence or disability of the
President, the senior or duly appointed Vice
President, if any, shall perform all the
duties of the President, pending action by
the Board of Directors when so acting, such
Vice President shall have all the powers of,
and be subject to all the restrictions on,
the President.
4.01(d) SECRETARY
The Secretary shall:
(1) See that all notices are duly given
in accordance with the provisions of these
Bylaws and as required by law. In case of the
absence or disability of the Secretary. or
the Secretary's refusal or neglect to act,
notice may be given and served by an
Assistant Secretary or by the Chairman, the
President, any Vice President, or by the
Board of Directors.
(2) Keep the minutes of corporate
meetings, and the Corporate Record Book, as
set out in Section 7.01 hereof.
(3) Maintain, in the Corporate Record
Book, a record of all share certificates
issued or canceled and all shares of the
Corporation canceled or transferred.
(4) Be custodian of the Corporation's
records and of any seal, which the
Corporation may from time to time adopt. when
the Corporation exercises its right to use a
seal, the Secretary shall see that the seal
is embossed on all share certificates prior
to their issuance and on all documents
authorized to be executed under seal in
accordance with the provisions of these
Bylaws.
(5) In general, perform all duties
incident to the office of Secretary, and such
other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of
these Bylaws, by these Bylaws generally, by
the Board of Directors, or by the President.
4.01(e) TREASURER
The Treasurer shall:
(1) Have charge and custody of, and be
responsible for, all funds and securities of
the Corporation, and deposit all funds in the
name of the Corporation in those banks, trust
companies, or other depositories that shall
be selected by the Board of Directors.
(2) Receive, and give receipt for,
monies due and payable to the Corporation.
(3) Disburse or cause to be disbursed
the funds of the Corporation as may be
directed by the Board of Directors, taking
proper vouchers for those disbursements. (4)
If required by the Board of Directors or the
President, give to the Corporation a bond to
assure the faithful
performance of the duties of the Treasurer's
office and the restoration to the Corporation
of all corporate books, papers, vouchers,
money, and other property of whatever kind in
the Treasurer's possession or control, in
case of the Treasurers death, resignation,
retirement, or removal from office. Any such
bond shall be in a sum satisfactory to the
Board of Directors, with one or more sureties
or a surety company satisfactory to the Board
of Directors.
(5) In general, perform all the duties
incident to the office of Treasurer and such
other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4
and 7.05 of these Bylaws, by these Bylaws
generally, by the Board of Directors, or by
the President.
4.01(f) ASSISTANT SECRETARY AND
ASSISTANT TREASURER
The Assistant Secretary or Assistant
Treasurer shall have such powers and perform
such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or
President may prescribe. In case of the
absence of the Secretary or Treasurer, the
senior Assistant Secretary or Assistant
Treasurer, respectively, may perform all of
the functions of the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with
or without cause, by vote of a majority of
the Directors at any regular or special
meeting of the Board, or, except in case of
an officer chosen by the Board of Directors,
by any committee or officer upon whom that
power of removal may be conferred by the
Board of Directors. Such removal shall be
without prejudice to the contract rights, if
any, of the person removed. Any officer may
resign at any time by giving written notice
to the Board of Directors, the President, or
the Secretary of the Corporation. Any
resignation shall take effect on the date of
the receipt of that notice or at any later
time specified therein, and, unless otherwise
specified therein, the acceptance of that
resignation shall not be necessary to make it
effective.
4.03 VACANCIES
Upon the occasion of any vacancy
occurring in any office of the Corporation,
by reason of death, resignation, removal, or
otherwise, the Board of Directors may elect
an acting successor to hold office for the
unexpired term or until a permanent successor
is elected.
4.04 COMPENSATION
The compensation of the officers shall
be fixed from time to time by the Board of
Directors, and no officer shall be prevented
from receiving a salary by reason of the fact
that the officer is also a Shareholder or a
Director of the Corporation, or both.
ARTICLE FIVE-AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC
AUTHORIZATION
These Bylaws provide certain authority
for the execution of instruments. The Board
of Directors, except as otherwise provided in
these Bylaws, may additionally authorize any
officer or officers, agent or agents, to
enter into any contract or execute and
deliver any instrument in the name of and on
behalf of the Corporation, and such authority
may be general or confined to specific
instances. Unless expressly authorized by
these Bylaws or the Board of Directors, no
officer, agent, or employee shall have any
power or authority to bind the Corporation by
any contract or engagement nor to pledge its
credit nor to render it pecuniarily liable
for any purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation,
promissory notes, deeds, deeds of trust,
mortgages, pledges, and other evidences of
indebtedness of the Corporation, other
corporate documents, and certificates of
ownership of liquid assets held by the
Corporation shall be signed or endorsed by
the President or any Vice President and by
the Secretary or the Treasurer, unless
otherwise specifically determined by the
Board of Directors or otherwise required by
law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more
classes or series of shares, or both. Any of
these classes or series may have full,
limited, or no voting rights, and may have
such other preferences, rights, privileges,
and restrictions as are stated or authorized
in the Articles of Incorporation. All shares
of any one class shall have the same voting,
conversion, redemption, and other rights,
preferences, privileges, and restrictions,
unless the class is divided into series, If a
class is divided into series, all the shares
of any one series shall have the same voting,
conversion, redemption, and other. rights,
preferences, privileges, and restrictions.
There shall always be a class or series of
shares outstanding that has complete voting
rights except as limited or restricted by
voting rights conferred on some other class
or series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates
representing shares may be issued by the
Corporation until the full amount of the
consideration has been received when the
consideration has been paid to the
Corporation, the shares shall be deemed to
have been issued and the certificate
representing the shares shall be issued to
the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such
consideration as may be fixed from time to
time by the Board of Directors, but not less
than the par value stated in the Articles of
Incorporation. The consideration paid for the
issuance of shares shall consist of money
paid, labor done, or property actually
received, and neither promissory notes nor
the promise of future services shall
constitute neither payment nor partial
payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall
be issued until the former certificate for
the shares represented thereby shall have
been surrendered and canceled, except that
replacements for lost or destroyed
certificates may be issued, upon such terms,
conditions, and guarantees as the Board may
see fit to impose, including the filing of
sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE
SIGNATURES
All share certificates shall be signed
by the officer(s) designated by the Board of
Directors. The signatures of the foregoing
officers may be facsimiles. If the officer
who has signed or whose facsimile signature
has been placed on the certificate has ceased
to be such officer before the certificate
issued, the certificate may be issued by the
Corporation with the same effect as if he or
she were such officer on the date of its
issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one
or more transfer agents or transfer clerks,
and one or more registrars, at such times and
places as the requirements of the Corporation
may necessitate and the Board of Directors
may designate. Each registrar appointed, if
any, shall be an incorporated bank or trust
company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock
stand on the books of the Corporation shall
be deemed the owner thereof as regards the
Corporation, provided that whenever any
transfer of shares shall be made for
collateral security, and not absolutely, and
prior written notice thereof shall be given
to the Secretary of the Corporation, or to
its transfer agent, if any, such fact shall
be stated in the entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO
TRANSFER
When a transfer of shares is requested
and there is reasonable doubt as to the right
of the person seeking the transfer, the
Corporation or its transfer agent, before
recording the transfer of the shares on its
books or issuing any certificate therefor,
may require from the person seeking the
transfer reasonable proof of that person's
right to the transfer. If there remains a
reasonable doubt of the right to the
transfer, the Corporation may refuse a
transfer unless the person gives adequate
security or a bond of indemnity executed by a
corporate surety or by two individual
sureties satisfactory to the Corporation as
to form, amount, and responsibility of
sureties. The bond shall be conditioned to
protect the Corporation, its officers,
transfer agents, and registrars, or any of
them, against any loss, damage, expense, or
other liability for the transfer or the
issuance of a new certificate for shares.
ARTICLE SEVEN-CORPORATE RECORDS AND
ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the
principal office, or such other place as the
Board of Directors may order, a book
recording the minutes of all meetings of its
Shareholders and Directors, with the time and
place of each meeting, whether such meeting
was regular or special, a copy of the notice
given of such meeting, or of the written
waiver thereof, and, if it is a special
meeting, how the meeting was authorized. The
record book shall further show the number of
shares present or represented at
Shareholders' meetings, and the names of
those present and the proceedings of all
meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the
principal office, or at the office of the
transfer agent, a share register showing the
names of the Shareholders, their addresses,
the number and class of shares issued to
each, the number and date of issuance of each
certificate issued for such shares, and the
number and date of cancellation of every
certificate surrendered for cancellation. The
above information may be kept on an
information storage device such as a
computer, provided that the device is capable
of reproducing the information in clearly
legible form. If the Corporation is taxed
under Internal Revenue Code Section 1244 or
Subchapter S, the Officer issuing shares
shall maintain the appropriate requirements
regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time
adopt, prescribe the use of, or discontinue
the use of, such corporate seal as it deems
desirable, and the appropriate officers shall
cause such seal to be affixed to such
certificates and documents as the Board of
Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct
and adequate accounts of its properties and
business transactions, including accounts of
its assets, liabilities, receipts,
disbursements, gains, losses, capital,
surplus, and shares. The corporate
bookkeeping procedures shall conform to
accepted accounting practices for the
Corporation's business or businesses. subject
to the foregoing, The chart of financial
accounts shall be taken from, and designed to
facilitate preparation of, current corporate
tax returns. Any surplus, including earned
surplus, paid-in surplus, and surplus arising
from a reduction of stated capital, shall be
classed by source and shown in a separate
account. If the Corporation is taxed under
Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents
maintaining the books of account shall
maintain the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to
examine the Corporation's books or records
may be required to first sign an affidavit
that the demanding party will not directly or
indirectly participate in reselling the
information and will keep it confidential
other than in use for proper purposes
reasonably related to the Director's or
Shareholder's role. A Director who insists on
examining the records while refusing to sign
this affidavit thereby resigns as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall
be as determined by the Board of Directors
and approved by the Internal Revenue Service.
The Treasurer shall forthwith arrange a
consultation with the Corporation's tax
advisers to determine whether the Corporation
is to have a fiscal year other than the
calendar year. If so, the Treasurer shall
file an election with the Internal Revenue
Service as early as possible, and all
correspondence with the IRS, including the
application for the Corporation's Employer
Identification Number, shall reflect such non
calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these
Bylaws may be waived by execution of a
written waiver of notice executed by the
person entitled to the notice. The waiver may
be signed before or after the meeting.
ARTICLE EIGHT--ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the
Board of Directors on September 30, 1999.
/S/ Howard I. Klien, Director
/S/ Michael R. Levine,
Director
Attested to, and certified by:
/S/ Sandy Winick
Secretary
