UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12(b) or (g) of the
Securities Exchange Act of 1934
Little Creek, Inc.
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(Name of Small Business Issuer as specified in its charter)
UTAH 87-0642252
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5525 South 900 East, #110
Salt Lake City, Utah 84117
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(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (801) 262-8844
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class Name of each exchange on which
to be registered each class is to registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
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Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I.
Item 1. Description of Business.
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Business Development.
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Organization and Charter Amendments
-----------------------------------
Little Creek, Inc., (the "Company") was organized under the laws of the State of
Utah on September 30, 1980, under the name Blue Gander Exploration, Inc., to
conduct any or all lawfull business for which corporations may be organized,
including but not limited to:
A. To engage in natural resources ventures or all kinds,
including but not limited to crude oil, natural gas, energy fuels
of conventional or synthetic character and energy fuels of an
alternative nature, e.t., wind, aolar, geothermal, tidal, nuclear
fusion and biomass.
B. To acquire by purchase, exchange, gift, bequest, subscription
or otherwise, and to hold, own mortgage, pledge, hypothecate,
sell asign, transfer, exchange, or otherwise dispose of or deal
in or with its own corporate securities or stock or other
securities, including without limitations, other obligations, and
any certificates, receipts or other property or assets created or
issued by any person, firm, association, or corporation, or any
government or subdivisions, agencies or instrumentalities
thereof, to make payment therefore its own securities or to use
its unrestricted and unreserved earned surplus for the purchase
of its own shares, and to exercise as owner or holder an any
securities, any and all rights, powers and priviliges in respect
thereof.
C. To do each and every thing necessary, suitable or proper for
the accomplishment of any of the purposes or the attainment of
any one or more of the subjects herein enumerated, or which may
at any time appear conducive to or expedient for protection or
benefit of this corporation, and to do said acts as fully and to
the same extent as natural persons might, or could do, in any
part of the world as principals, agents, partners, trustees or
otherwise, either alone or in conjuction with any other person,
association of corporation.
The Company's initial authorized capital was $50,000 consisting of 50,000,000
shares of ($0.001) par value common voting stock. A copy of the Company's
initial Articles of Incorporation is attached hereto and is incorporated herein
by reference. See Part III, Item 1.
On October 29, 1988, the Articles of Incorporation were amended to reflect a 4
to 1 reverse split and a name change from Blue Gander Exploration, Inc. to North
American Sign Corporation. A copy of the Articles of Amendment to the Articles
of Incorporation is attached hereto and is incorporated herein by reference. See
Part III, Item 1.
On August 16, 1999, the Articles of Incorporation were amended to reflect a 25
to 1 reverse split. A copy of the Articles of Amendment to the Articles of
Incorporation is attached hereto and is incorporated hereing by reference. See
Part III, Item 1. All computations herein take into account the above mentioned
reverse splitS.
On June 29, 1999 the Company was reinstated with the State of Utah after being
involuntarily dissolved on May 1, 1990 for failure to file an annual report.
On October 14, 1999, the Articles of Incorporation were amended to reflect a
name change from North American Sign Corporation to Little Creek, Inc. A copy of
the Articles of Amendment to the Articles of Incorporation is attached hereto
and is incorporated herein by reference. See Part III, Item 1.
Material Changes of Control Since Inception and Related Business History
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On October 19, 1996, Lynn Perry and Lyle Perry, the Company's President/director
and Secretary/director, respectively designated Travis T. Jenson, Thomas J.
Howells, and Nick Lovato as Directors of the Company, and also resigned from any
and all capacities as an officer and director fo the Company.
On November 11, 1996, Merrill Perry, the Company's Vice President and director
designated Travis T. Jenson, Thomas J. Howells, and Nick Lovato as Directors of
the Company, and also resigned from any and all capacites as an officer and
director of the Company.
On March 14, 1999, the Board of directors adopted James P. Doolin as a director
of the Company.
On August 16, 1999, the Board of directors elected Travis T. Jenson for the
office of President, Thomas J. Howells for the office of Vice President, Nick
Lovato for the office of Secretary, and James P. Doolin for the office of
Treasurer. These persons will serve in these capacities until the next annual
meeting of the stockholders and directors of the Company and until their
successors are elected and qualified or until their prior resignations or
terminations. Information regarding these person is contained in Item 5.
Sales of "Unregistered" and "Restricted" Securities Over the Past Three Years
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On August 16, 1999, the Company issued 295,118 "unregistered" and "restricted"
shares at a value of $.005 per share to Jenson Services in consideration of the
payment of $1,475.59 for audit and other corporate expenses incurred on behalf
of the Company.
On August 16, 1999, the Company issued 250,000 "unregistered" and "restricted"
shares to each of it four current officers and directors, for a total of
1,000,000 shares. These shares were in consideration of services rendered. See
Item 4.
<PAGE>
Business.
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The Company was organized by the directors principally for the purpose of
engaging in the business of buying, selling, and developing real and personal
property. These properties include mineral properties, as was as oil and gas
properties. These operations proved to be unsuccessful and ended in the year of
1986 and since there have been no further operations. Other than the
above-referenced matters and seeking and investigating potential assets,
property or businesses to acquire, the Company has had no material business
operations for over ten years. To the extent that the Company intends to
continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has no assets and conducts no material business,
management anticipates that any such venture would require it to issue shares of
its common stock as the sole consideration to acquire the venture. This may
result in substantial dilution of the shares of current stockholders. The
Company's Board of Directors shall make the final determination whether to
complete any such venture; the approval of stockholders will not be sought
unless required by applicable laws, rules and regulations, its Articles of
Incorporation or Bylaws, or contract. The Company makes no assurance that any
future enterprise will be profitable or successful.
The auditor's discussion on the Company's liquidity in its report on the
Company's audited financial statements, is as follows: "However, the Company
does not have significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern. It is the intent of the Company to seek
a merger with an existing, operating company. In the interim, shareholders of
the Company have committed to meeting its minimal operating expenses."
The Company is not currently engaging in any substantive business activity and
has no plans to engage in any such activity in the foreseeable future. In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to any
particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80% and 95% of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not communicated with any other entity with respect to
any potential merger or acquisition transaction, management has determined to
file this Registration Statement on a voluntary basis. In order to have stock
quotations for its common stock on the National Association of Securities
Dealers' Automated Quotation System ("NASDAQ"), an issuer must have such
securities registered under the Securities and Exchange Act of 1934, as amended
(the "1934 Act"). Upon the effective date of this Registration Statement, the
Company's common stock will become registered for purposes of the 1934 Act.
Management believes that this will make the Company more desirable for entities
that may be interested in engaging in a merger or acquisition transaction. To
the extent that management deems it advisable or necessary to obtain a quotation
of its common stock on any securities market, the Company will voluntarily file
periodic reports in the event its obligation to file such reports is terminated
under the 1934 Act. Further, the National Association of Securities Dealers,
Inc. (the "NASD") requires that all "non-reporting" companies whose shares of
common stock are quoted on the NASD's OTC Bulletin Board be dropped. The company
is not currently listed on the OTC Bulletin Board.
In the event that the Company engages in any transaction resulting in a change
of control of the Company and/or the acquisition of a business, the Company will
be required to file with the Commission a Current Report on Form 8-K within 15
days of such transaction. A filing on Form 8-K also requires the filing of
audited financial statements of the business acquired, as well as pro forma
financial information consisting of a pro forma condensed balance sheet, pro
forma statements of income and accompanying explanatory notes.
<PAGE>
Management intends to consider a number of factors prior to making any decision
as to whether to participate in any specific business endeavor, none of which
may be determinative or provide any assurance of success. These may include, but
will not be limited to an analysis of the quality of the entity's management
personnel; the anticipated acceptability of any new products or marketing
concepts; the merit of technological changes; its present financial condition,
projected growth potential and available technical, financial and managerial
resources; its working capital, history of operations and future prospects; the
nature of its present and expected competition; the quality and experience of
its management services and the depth of its management; its potential for
further research, development or exploration; risk factors specifically related
to its business operations; its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not necessarily
be indicative of what may occur in the future, by reason of changing market
strategies, plant or product expansion, changes in product emphasis, future
management personnel and changes in innumerable other factors. Further, in the
case of a new business venture or one that is in a research and development
mode, the risks will be substantial, and there will be no objective criteria to
examine the effectiveness or the abilities of its management or its business
objectives. Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key personnel of
the entity sponsoring any business opportunity afforded to the Company, visit
and inspect material facilities, obtain independent analysis or verification of
information provided and gathered, check references of management and key
personnel and conduct other reasonably prudent measures calculated to ensure a
reasonably thorough review of any particular business opportunity; however, due
to time constraints of management, these activities may be limited.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor. The Company anticipates that
proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest; a transaction of this type
would create a conflict of interest for such a person. Current Company policy
does not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion of
these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
Any finder's fee would be negotiated once a prospective merger candidate has
been identified. Typically, a finder's fee is based upon a percentage, ranging
from 5% to 15% of the fees described above.
None of the Company's directors, executive officers or promoters, or their
affiliates or associates, has had any negotiations with any representatives of
the owners of any business or company regarding the possibility of an
acquisition or merger transaction with the Company. Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.
<PAGE>
Risk Factors.
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In any business venture, there are substantial risks specific to the particular
enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Auditor's Going Concern Opinion
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The auditors discussion on the Company's liquidity in the audited financial
statements herein, is as follows: "The Company's financial statements are
prepared using generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a merger
with an existing, operating company. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses."
No Assets; No Source of Revenue
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The Company has no assets and has had no revenue for over five years or to the
date hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. Money is being forwarded
to the Company, for expenses, by Jenson Services, Inc., a shareholder of the
Company. See the heading "Limited Funds." The Company can provide no assurance
that any acquired business will produce any material revenues for the Company or
its stockholders or that any such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company.
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Because the Company is not currently engaged in any substantive business
activities, as well as management's broad discretion with respect to the
acquisition of assets, property or business, the Company may be deemed to be a
"blank check" company. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
- ----------------------------------------------------------------------
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
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To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition
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Management has had no preliminary contact or discussions regarding, and there
are no present plans, proposals or arrangements to acquire any specific assets,
property or business. Accordingly, it is unclear whether such an acquisition
would take the form of an exchange of capital stock, a merger or an asset
acquisition. However, because the Company has virtually no resources as of the
date of this Registration Statement, management expects that any such
acquisition would take the form of an exchange of capital stock. See Part I,
Item 2.
<PAGE>
Potential Dilution
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The Company is authorized to issued 50,000,000 shares of common stock. As of
September 30, 1999, only 1,491,483 shares were issued and outstanding. The
issuance of additional shares in connection with any reorganization transaction
or the raising of capital may result in substantial dilution of the holdings of
current stockholders.
Limited Funds Available for Operating Expenses
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The Company currently has no assets. As a result, all funding necessary to meet
the Company's operating expenses in the next 12 months will likely be advanced
by management or principal stockholders as loans to the Company. See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or Plan
of Operation," Part I, Item 2.
Lack of Public Information Regarding Acquisition
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As of the date of this Registration Statement, the Company has not identified
any potential merger or acquisition candidate. The Company does not intend to
limit its search to any particular business or industry. Stockholders will not
have access to any information about any such candidate until such time as a
transaction is completed and the Company files a Current Report on Form 8-K
disclosing the nature of such transaction.
State Restrictions on "Blank Check" Companies
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Approximately 36 states prohibit or substantially restrict the registration and
sale of "blank check" companies within their borders. Additionally, 36 states
use "merit review powers" to exclude securities offerings from their borders in
an effort to screen out offerings of highly dubious quality. See paragraph 8221,
NASAA Reports, CCH Topical Law Reports, 1990. Although it has no present plans
to register or qualify its securities in any state, the Company intends to
comply fully with all state securities laws, and plans to take the steps
necessary to ensure that any future offering of its securities is limited to
those states in which such offerings are allowed. However, while the Company has
no substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of regulating
states.
By regulation or policy statement, several states place various restrictions on
the sale or resale of equity securities of "blank check" or "blind pool"
companies. These restrictions include, but are not limited to, heightened
disclosure requirements, exclusion from "manual listing" registration exemptions
for secondary trading privileges and outright prohibition of public offerings of
such companies.
In most jurisdictions, "blank check" and "blind pool" companies are not eligible
for participation in the Small Corporate Offering Registration ("SCOR") program,
which permits an issuer to notify the Securities and Exchange Commission of
certain offerings registered in such states by filing a Form D under Regulation
D of the Commission. The majority of states have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations will be to
place significant restrictions on the Company's ability to register, offer and
sell and/or to develop a secondary market for shares of the Company's common
stock in virtually every jurisdiction in the United States. These restrictions
should cease once and if the Company acquires a venture by purchase,
reorganization or merger, so long as the business operations succeeded to
involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the Company.
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Members of the Company's management are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business operations, the members of management
anticipate that they will devote an insignificant amount of time to the
activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.
<PAGE>
Conflicts of Interest; Related Party Transactions.
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Although the Company has not identified any potential acquisition target, the
possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature would present a conflict of interest to those parties with a
managerial position and/or an ownership interest in both the Company and the
acquired entity, and may compromise management's fiduciary duties to the
Company's stockholders. An independent appraisal of the acquired company may or
may not be obtained in the event a related party transaction is contemplated.
Furthermore, because management and/or beneficial owners of the Company's common
stock may be eligible for finder's fees or other compensation related to
potential acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions.
Voting Control Held by The Board of Directors
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Due to Messrs. Jenson, Howells, Lovato, and Doolin's ownership of a majority of
the shares of the Company's outstanding common stock (approximately 67% of the
outstanding voting securities of the Company), these stockholders, who are the
current officers and directors have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the votes
of other stockholders. See the caption "Security Ownership of Certain Beneficial
Owners and Management," Part I, Item 4.
No Market for Common Stock; No Market for Shares.
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Although the Company intends to submit for listing of its common stock on the
OTC Bulletin Board of the National Association of Securities Dealers, Inc. (the
"NASD"), there is currently no market for such shares; and there can be no
assurance that any such market will ever develop or be maintained. Any market
price for shares of common stock of the Company is likely to be very volatile,
and numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and continue
to experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been unrelated
to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also have
an adverse effect on any market that may develop. See the caption "Recent Sales
of Unregistered Securities," Part I, Item 4.
In addition to the foregoing, in order to obtain a listing for its securities on
the OTC Bulletin Board, the Company will need to retain a broker-dealer that is
willing to act as a "market maker."
Only companies that report their current financial information to the Securities
and Exchange Commission may have their securities quoted on the OTC Bulletin
Board. Therefore, upon the effective date of this Registration Statement, the
Company may apply to have its securities quoted on the OTC Bulletin Board.
However, in the event that the Company loses this status as a "reporting
issuer," any future quotation of its common stock on the OTC Bulletin Board may
be jeopardized.
<PAGE>
Risks of "Penny Stock."
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The Company's common stock may be deemed to be "penny stock" as that term is
defined in Rule 3a51-1 of the Securities and Exchange Commission. Penny stocks
are stocks (i) with a price of less than five dollars per share; (ii) that are
not traded on a "recognized" national exchange; (iii) whose prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still
meet requirement (i) above); or (iv) in issuers with net tangible assets less
than $2,000,000 (if the issuer has been in continuous operation for at least
three years) or $5,000,000 (if in continuous operation for less than three
years), or with average revenues of less than $6,000,000 for the last three
years.
There has been no "established public market" for the Company's common stock
during the last five years. At such time as the Company completes a merger or
acquisition transaction, if at all, it may attempt to qualify for listing on
either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
of the Securities and Exchange Commission require broker-dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor's
account. Potential investors in the Company's common stock are urged to obtain
and read such disclosure carefully before purchasing any shares that are deemed
to be "penny stock."
Moreover, Rule 15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
Year 2000.
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Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
Principal Products and Services.
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The limited business operations of the Company, as now contemplated, involve
those of a "blank check" company. The only activities to be conducted by the
Company is to seek out and investigate the acquisition of any viable business
opportunity by purchase and exchange for securities of the Company or pursuant
to a reorganization or merger through which securities of the Company will be
issued or exchanged.
Distribution Methods of the Products or Services.
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Management will seek out and investigate business opportunities through every
reasonably available fashion, including personal contacts, professionals,
securities broker-dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
<PAGE>
Sources and Availability of Raw Materials and Names of Principal Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
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None; not applicable.
Research and Development.
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None; not applicable.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues from
operations during the last ten fiscal years. The Company's plan of operation for
the next 12 months is to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders. Because the Company
has virtually no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such venture.
During the next 12 months, the Company's only foreseeable cash requirements will
relate to maintaining the Company in good standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
may be advanced by management or principal stockholders as loans to the Company.
Because the Company has not identified any such venture as of the date of this
Registration Statement, it is impossible to predict the amount of any such loan.
However, any such loan will not exceed $25,000 and will be on terms no less
favorable to the Company than would be available from a commercial lender in an
arm's length transaction. As of the date of this Registration Statement, the
Company has not actively begun to seek any such venture.
Results of Operations.
- ----------------------
For the past ten years the Company has had no material operations.It had losses
of ($0) and ($0), for the years ended December 31, 1998 and 1997, respectively.
The Company incurred losses of ($1,622) and ($0), for the nine month periods
ended September 30, 1999 and 1998, respectively.
Liquidity.
- ----------
The Company had no assets during the years ended December 31, 1998 and 1997. No
contributions were made during the nine month period ended September 30, 1999.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal executive office
address and telephone number are the home address and telephone number of Jenson
Services, and are provided at no cost. Because the Company has no current
business operations, its activities have been limited to keeping itself in good
standing in the State of Utah, and with preparing this Registration Statement
and the accompanying financial statements. These activities have consumed an
insignificant amount of management's time; accordingly, the costs to Jenson
Services of providing the use of its office and telephone have been minimal.
<PAGE>
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the share holdings of those persons who own more
than five percent of the Company's common stock as of the date hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
---------------- -----------
<S> <C> <C>
Jenson Services* 295,118 19.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Travis T. Jenson** 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Thomas J. Howells 250,000 16.8%
10972 S. Cindy Cr
Salt Lake City, UT 84092
Nick Lovato 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
James P. Doolin 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
* Duane S. Jenson is the majority shareholder of Jenson Services, Inc.
**Travis Jenson is the son of Duane S. Jenson.
</TABLE>
Security Ownership of Management.
- ----------------------------------
The following table sets forth the share holdings of the Company's directors and
executive officers as of the date hereof, to wit:
<TABLE>
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 9/30/99 of Class
- ---------------- ----------------- -------------
<S> <C> <C>
Travis T. Jenson 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Thomas J. Howells 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
Nick Lovato 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
James P. Doolin 250,000 16.8%
5525 S. 900 E. #110
Salt Lake City, UT 84117
All Four Directors 1,000,000 67.2%
</TABLE>
<PAGE>
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's securities which
may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- ----------------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors and executive
officers of the Company. These persons will serve until the next annual meeting
of the stockholders or until their successors are elected or appointed and
qualified, or their prior resignations or terminations. <TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- --------------
<S> <C> <C> <C>
Travis T. Jenson ........................ Director and 11/96 *
President
Thomas J. Howells ....................... Director and 11/96 *
Vice President
Nick Lovato ............................. Director and 11/96 *
Secretary
James P. Doolin ......................... Director and 03/99 *
Treasurer
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Travis T. Jenson, President and a director is 27 years of age. Mr. Jenson
graduated from Westminster College of Salt Lake City, Utah, with a Bachelor of
Science degree in 1995. Mr. Jenson has been working as an investment consultant
with Jenson Services since 1996.
Thomas J. Howells, Vice President and a director is 27 years of age. Mr. Howells
graduated from Westminster College of Salt Lake City, Utah, with a Bachelor of
Arts degree in 1993. Mr. Howells has been working as an investment consultant
with Jenson Services since 1996.
Nick Lovato, Secretary and a director. Mr. Lovato is 29 years of age. Mr. Lovato
graduated from the University of Utah in June of 1992, with a Bachelor of Arts
in Political Science. Mr. Lovato is a Senior Underwriter for Academy Mortgage of
Salt Lake City, Utah.
James P. Doolin, Treasurer and a director is 23 years of age. Mr. Doolin
received a bachelors degree from the University of Utah in Business in June
1998. Mr. Doolin has managed Hillside Tire & Service, in Salt Lake City, Utah,
for the past four years and worked with Jenson Services since 1998.
Other "Public Shell" Activities.
- --------------------------------
Travis Jenson, President and Director. Other than the Company, Mr. Jenson was
appointed in April 1998 as Vice President of Amalgamated Entertainment, Inc., a
Utah Corporation, in which capacity he presently serves. Amalgamated
Entertainment, Inc. is involved in the pin-hooking of horses, which involves
purchasing Thoroughbred horses as yearlings and train such horses for a period
of approximately six months followed by the reselling of such horses for
purposes of racing or further training. Also, Mr. Jenson was Secretary and
Director of Unix Source America, Inc., a Nevada corporation, now known as "Man
Sang International Limited", from December 1995 until its reorganization in
January of 1996. Unix Source America, Inc., may be deemed to have been a "blank
check" company until its reorganization. Also, Mr. Jenson is President of of
Unistone, Inc., a Delaware corporation. July 1996, Mr. Jenson was appointed
President of Unistone, Inc., which may be deemed as a "blank check" company.
Other than the aforementioned, Mr. Jenson has been neither an Officer, Director
of affiliate of any "blank check" companies in the past 10 years
Thomas Howells, Vice President and Director. Other than the Company, Mr. Howells
was Secretary, Treasurer and Director of Ro-Mac Gold, Ltd., a Nevada
corporation, now known as "Phoenix Assoiciates Land Syndicate", from January
1996 until its reorganization in October 1996. Ro-Mac Gold Ltd., may be deemed
to have been a "blank check" company until its reorganization. Mr. Howells was
also President and Director of React Systems, Inc., a Nevada corporation, from
April 1995 to September 1995. During this period, React Systems, Inc., may have
been deemed to be a "blank check" company. Also, Mr. Howells was Secretary,
Treasurer and Director of United States Mining and Exploration, Inc., a Utah
corporation, now known as "GDI, Inc.", from June of 1997 until its
reorganization in November of 1997. United States Mining and Exploration, Inc.,
may have been deemed to be a "blank check" company. In addition, Mr. Howells was
Secretary, Treasurer and Director of Intercontinental Strategic Minerals, Inc.,
a Utah corporation, now known as "Computer Automated Systems, Inc.", from
February 1998 until its reorganization in July of 1998. Intercontinental
Strategic Minerals, Inc., may have been deemed a "blank check" company. Mr.
Howells was also Vice President and Director of Micro-Hydro Power, Inc., a
Delaware corporation, now known as "Kingsley Coach, Inc.", from April 1996 until
its reorganization on December of 1998. Micro-Hydro Power, Inc., may also have
been deemed a "blank check" company. Other than the aforementioned, Mr. Howells
has been neither an Officer, Director of affiliate of any "blank check"
companies in the past 10 years
Nick Lovato, Secretary and Director. Other than the Company, Mr. Lovato was an
interim Officer and Director of Sun Tech Enterprises, a Nevada Corporation, from
May 4, 1996 until his resignation was accepted by the Board of Directors on May
15, 1996. At that time, Sun Tech Enterprises may have been deemed to be a "blank
check" company. In addition, Mr. Lovato was appointed May 4, 1996, interim Vice
President and Director of National Air Corporation, a Nevada corporaton, until
his resignation was accepted by the Board of Directors on July 1999. Other than
the aforementioned, Mr. Lovato has been neither an Officer, Director of
affiliate of any "blank check" companies in the past 10 years.
James Doolin, Treasurer and Director. Other than the Company, Mr. Doolin was
appointed in April 1998 as President of Amalgamated Entertainment, Inc., a Utah
Corporation, in which capacity he presently serves. Amalgamated Entertainment,
Inc. is involved in the pin-hooking of horses, which involves purchasing
Thoroughbred horses as yearlings and train such horses for a period of
approximately six months followed by the reselling of such horses for purposes
of racing or further training. In addition, Mr. Doolin was appointed
Secretary/Treasurer of Unistone, Inc., a Delaware corporation, in which he
presently serves. Unistone, Inc. may be deemed to be a "blank check" company.
Also, Mr. Doolin was appointed Vice President of Mammoth Resources, Inc., a Utah
corporation, December 1998, and currently serves in this capacity. Mammoth
Resources, Inc. may be deemed to be a "blank check" company. Mr. Doolin has also
been appointed President of Formula Footwear, Inc., a Utah corporation, on
December 1988. Mr. Doolin still currently serves as President of Formula
Footwear, Inc., which may be deemed as a "blank check" company. Mr. Doolin has
also been appointed and currently serves as President of Comstock Coal Company,
Inc., December 1999. Comstock Coal Company, Inc. may be deemed to be a "blank
check" company. Other than the aforementioned, Mr. Doolin has been neither an
Officer, Director or affiliate of any "blank check" companies in the past 10
years.
<PAGE>
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
There are no family relationships between any director or executive officer.
Travis Jenson is a son of Duane Jenson, the majority shareholder of Jenson
Services.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
During the past five years, no present or former director, executive officer or
person nominated to become a director or an executive officer of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action),
the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
Except for the shares issued to the four officers and directors on August 16,
1999, there has been no executive compensation paid by the Company for services
rendered in the last three years. See Item I and Part II, Item 4.
No cash compensation, deferred compensation or long-term incentive plan awards
were issued or granted to the Company's management during the calendar years
ended December 31, 1998 or 1997, or the period ending on the date of this
Registration Statement. Further, no member of the Company's management has been
granted any option or stock appreciation rights; accordingly, no tables relating
to such items have been included within this Item.
There are no conditions relating to payment of compensation to officers and
directors that a target company must comply with and loans made by shareholders
to the Company are typically forgiven with no recourse upon closing of a
transaction. No loans have been made or are anticipated to be made to officers,
directors, affiliates, or lending institutions.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's directors are
compensated for any services provided as director. No additional amounts are
payable to the Company's directors for committee participation or special
assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- ------------------------------------------------------------------------
There are no employment contracts, compensatory plans or arrangements, including
payments to be received from the Company, with respect to any director or
executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security holder who is known to the Company to own of record or beneficially
more than five percent of the Company's common stock, or any member of the
immediate family of any of the foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents, except to the extent that its directors and
executive officers may be deemed to be parents due to their collective ownership
of 67% of the Company's outstanding common stock.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of 50,000,000
shares of $0.001 par value common voting stock. The holders of the Company's
common stock are entitled to one vote per share on each matter submitted to a
vote at a meeting of stockholders. The shares of common stock do not carry
cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire additional
shares of common stock or other securities. The common stock is not subject to
redemption rights and carries no subscription or conversion rights. All shares
of the common stock now outstanding are fully paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any of the
authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as amended, or
Bylaws, as amended, that would delay, defer, or prevent a change in control of
the Company.
<PAGE>
PART II.
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Related Stockholder Matters.
-------------------------------------------------
Related Market Information.
- ---------------------------
There has never been any established "public market" for shares of common stock
of the Company. The Company intends to submit for quotation of its common stock
on the OTC Bulletin Board of the NASD; however, management does not expect any
public market to develop unless and until the Company completes an acquisition,
reorganization or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a public
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Commission by members of
management may have a substantial adverse impact on any such public market.
Holders.
- --------
The number of record holders of the Company's common stock as of the date of
this Registration Statement is approximately 103.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and if and until the Company completes any acquisition, reorganization or
merger, no such policy will be formulated. There are no material restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.
Item 2. Legal Proceedings.
- --------------------------
The Company is not a party to any pending legal proceeding. To the knowledge of
management, no federal, state or local governmental agency is presently
contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five
percent of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants.
- -------------------------------------------------------
There have been no changes in the Company's principal independent accountant in
the past two fiscal years or as of the date of this Registration Statement. The
current accountant for the Company audited its last financial statements for the
year ended December 31, 1998.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
On August 16, 1999, the Company issued 295,118 shares to Jenson Services in
consideration of the payment of $1,475.59 of expenses incurred on behalf of the
Company. On April 30, 1999, the Company issued 250,000 "unregistered" and
"restricted" shares to each of it's four current officers and directors, for a
total of 1,000,000 "unregistered" and "restricted" shares. These shares were in
consideration of services rendered. See Part I, Item 4.
There have been no other sales of the Company's unregistered securities in the
past five years.
<PAGE>
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah corporation to indemnify any director against liability incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Section 16-10a-902(4) prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the corporation in which the director was
adjudged liable to the corporation or in a proceeding in which the director was
adjudged liable on the basis that he or she improperly received a personal
benefit. Otherwise, Section 16-10a-902(5) allows indemnification for reasonable
expenses incurred in connection with a proceeding by or in the right of a
corporation.
Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for indemnification to the court conducting the proceeding or
another court of competent jurisdiction. Section 16-10a-907(1) extends this
right to officers of a corporation as well.
Unless limited by the Articles of Incorporation, Section 16-10a-903 requires
that a corporation indemnify a director who was successful, on the merits or
otherwise, in defending any proceeding to which he or she was a party against
reasonable expenses incurred in connection therewith. Section 16-10a-907(1)
extends this protection to officers of a corporation as well.
Pursuant to Section 16-10a-904(1), the corporation may advance a director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard of conduct specified in Section 16-10a-902. Unless limited by the
Articles of Incorporation, Section 16-10a-907(2) extends this protection to
officers, employees, fiduciaries and agents of a corporation as well.
Regardless of whether a director, officer, employee, fiduciary or agent has the
right to indemnity under the Utah Revised Business Corporation Act, Section
16-10a-908 allows the corporation to purchase and maintain insurance on his or
her behalf against liability resulting from his or her corporate role.
<PAGE>
PartF/S.
Index to Financial Statements
Report to Certified Public Accountants
Financial Statements
- ----------------------------
Audited Financial Statements for the year July 31, 1998 and the year ended
July 31, 1999.
------------------------------
Independent Auditors' Report
Balance Sheet
Statements of Operations
Statements of Stockholder's Equity (Deficit)
Statements of Cash Flows
Notes to the Financial Statements
Unaudited Financial Staments for the period
October 31, 1999
------------------------------
Balance Sheet
Statement of Operations
Statement of Cash Flows
<PAGE>
NORTH AMERICAN SIGN CORPORATION
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
July 31, 1999
<PAGE>
North American Sign Corporation
[A Development Stage Company]
TABLE OF CONTENTS
Independent Auditors' Report
Balance Sheet -- July 31, 1999
Statements of Operations for the years ended July 31, 1999 and 1998, and for the
period from Reactivation [March 14,1999] through July 31, 1999
Statements of Stockholders' Deficit for the years ended July 31, 1999 and 1998,
and for the period from Reactivation [March 14,1999] through July 31, 1999
Statements of Cash Flows for the years ended July 31, 1999 and 1998, and for the
period from Reactivation [March 14,1999] through July 31, 1999
Notes to Financial Statements
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
North American Sign Corporation[a development stage company]
We have audited the accompanying balance sheet of North American Sign
Corporation [a development stage company] as of July 31, 1999, and the related
statements of operations, stockholders' deficit, and cash flows for the years
ended July 31, 1999 and 1998, and for the period from Reactivation [March
14,1999] through July 31, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of North American Sign Corporation
[a development stage company] as of July 31, 1999, and the results of operations
and cash flows for the periods ended July 31, 1999 and 1998, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has accumulated losses from
operations, no assets, and a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Mantyla McReynolds
Salt Lake City, Utah
September 15, 1999
<PAGE>
<TABLE>
<CAPTION>
North American Sign Corporation
[A Development Stage Company]
Balance Sheet
July 31, 1999
ASSETS
<S> <C> <C>
Assets $ -0-
------------------
Total Assets $ -0-
==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Accrued Liabilities $ 1,000
Payable to shareholders - Note 4 1,476
------------------
Total Liabilities 2,476
Stockholders' Deficit:
Capital Stock -- 50,000,000 shares authorized having a par value of $.001 per
share; 4,875,000 shares issued
and outstanding - NOTE 4 4,875
Additional Paid-in Capital 36,631
Accumulated Deficit (43,982)
------------------
Total Stockholders' Deficit (2,476)
------------------
Total Liabilities and Stockholders' Deficit $ -0-
==================
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
North American Sign Corporation
[A Development Stage Company]
Statements of Operations
For the Years Ended July 31, 1999 and 1998, and for
the Period from Reactivation [March 14,1999]
through July 31, 1999
Reactivation
through July
1999 1998 31, 1999
-------------- --------------- ---------------
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
General & Administrative Expenses 1,622 -0- 1,622
-------------- --------------- ---------------
Operating Loss (1,622) -0- (1,622)
-------------- --------------- ---------------
Net Loss Before Income Taxes (1,622) -0- (1,622)
Current Year Provision for Income Taxes -0- -0- -0-
-------------- --------------- ---------------
Net Loss $ (1,622) $ -0- $ (1,622)
============== =============== ===============
Loss Per Share $ (.01) $ (.01) $ (.01)
============== =============== ===============
Weighted Average Shares Outstanding 4,875,000 4,875,000 4,875,000
============== =============== ===============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
North American Sign Corporation
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended July 31, 1999 and 1998, and for
the Period from Reactivation [March 14,1999]
through July 31, 1999
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ---------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance, July 31, 1997 4,875,000 $ 4,875 $ 36,631 $ (42,360) $ (854)
Net loss for the Year Ended
July 31, 1998 -0- -0-
------------ ---------- ------------ ------------ -------------
Balance, July 31, 1998 4,875,000 4,875 36,631 (42,360) (854)
Net loss for the period August 1,
1998 through March 14,
1999(reactivation date) -0- -0-
------------ ---------- ------------ ------------ -------------
Balance, March 14, 1999 4,875,000 4,875 36,631 (42,360) (854)
Net loss for the period March
15, 1999 through July 31, 1999 (1,622) (1,622)
------------ ---------- ------------ ------------ -------------
Balance, July 31, 1999 4,875,000 $ 4,875 $ 36,631 $ (43,982) $ (2,476)
============ ========== ============ ============ =============
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
North American Sign Corporation
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended July 31, 1999 and 1998, and for
the Period from Reactivation [March 14,1999]
through July 31, 1999
Reactivation
through July
1999 1998 31, 1999
---- ---- --------
Cash Flows Provided by/(Used for) Operating Activities
<S> <C> <C> <C>
Net Loss $ (1,622) $ -0- $ (1,622)
Adjustments to reconcile net income to net cash provided by operating
activities:
Increase in current liabilities 1,622 -0- 1,622
----------- ----------- -------------
Net Cash Used for Operating Activities -0- -0- -0-
Net Increase/(Decrease) in Cash -0- -0- -0-
Beginning Cash Balance -0- -0- -0-
----------- ----------- -------------
Ending Cash Balance $ -0- $ -0- $ -0-
=========== =========== =============
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ -0- $ -0- $ -0-
Cash paid during the year for income taxes $ -0- $ -0- $ -0-
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 1999
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
North American Sign Corporation incorporated under the laws of
the State of Utah on September 30, 1980 under the name of Blue
Gander Exploration, Inc. On October 29, 1988 the Company amended
its Articles of Incorporation and changed its name to North
American Sign Corporation. The Company engaged in various
investment activities through 1990. The Company was involuntarily
dissolved in May 1, 1990 for failure to file an annual report.
Since that time the Company was left dormant until March 14, 1999
when it was reactivated.
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles. The
following summarizes the more significant of such policies:
(b) Income Taxes
Effective August 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the
Statement], Accounting for Income Taxes. The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. Prior years'
consolidated financial statements have not been restated to apply
the provisions of the Statement. The cumulative effect of this
change in accounting for income taxes as of July 31, 1999 is $0
due to the valuation allowance established as described in Note
3.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted-average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$0 cash at July 31, 1999.
6
<PAGE>
North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 1999
[Continued]
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses since inception amounting to
$43,982, has no assets, and has a net working capital deficiency
at July 31, 1999. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
Management plans include finding a well-capitalized merger
candidate to recommence its operations. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty. The Company is
currently negotiating a reorganization plan with another
corporation.
NOTE 3 INCOME TAXES
Below is a summary of deferred tax asset calculations on net
operating loss carry forward amounts. Loss carry forward amounts
expire at various times through 2014. A valuation allowance is
provided when it is more likely than not that some portion of the
deferred tax asset will not be realized.
NOL
Description Balance Tax Rate
Federal Income Tax $2,476 $371 15%
State Income Tax 2,476 124 5%
Valuation allowance (495)
-------------
Deferred tax asset 7/31/99 $0
7
<PAGE>
North American Sign Corporation
[A Development Stage Company]
Notes to Financial Statements
July 31, 1999
[Continued]
NOTE 4 SHAREHOLDER LOAN
A shareholder has paid expenses on behalf of the Company in the
amount of $622 and $0 for the periods ended July 31, 1999 and
1998, respectively, and $1,476 in total. The Company has recorded
a liability for these expenses to the shareholder. This unsecured
loan bears no interest and is due on demand.
NOTE 4 SUBSEQUENT EVENTS/RELATED PARTY TRANSACTION
On August 16, 1999, the Company's Board of Directors resolved to
effect a reverse split of the outstanding common stock on the
basis of 25 for one, effective August 31, 1999, while retaining
the current authorized capital and par value. No stockholder
shall own less than 100 post split shares; appropriate
adjustments are to be made to the stated capital accounts and
capital surplus accounts.
Also, on August 16, 1999, the directors resolved to issue post
split shares in the following manner:
Description Number of Shares
- -------------------------------------------- ----------------------------
Issued to shareholder for loan 295,118
Issued to directors for services (accrued) 1,000,000
----------------------------
Total shares issued 1,295,118
8
<PAGE>
<TABLE>
<CAPTION>
LITTLE CREEK, INC.
BALANCE SHEETS
October 31, 1999 and July 31, 1999
10/31/99 7/31/99
--------------- ----------------
[Unaudited]
ASSETS
Assets
<S> <C> <C>
Current Assets $ 0 $ 0
--------------- ----------------
Cash 0 0
--------------- ----------------
Total Assets $ 0 $ 0
=============== ================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 94 $ 1,476
Accounts Payable 1,000 1,000
Income Taxes Payable 0 0
--------------- ----------------
Total Current Liabilities 1,094 2,476
Total Liabilities 1,094 2,476
Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 1,491,483 shares 1,491 4,875
Additional paid-in capital 41,490 36,631
Accumulated Deficit (44,076) (43,982)
--------------- ----------------
Total Stockholders' Deficit (1,094) (2,476)
--------------- ----------------
Total Liabilities and Stockholders' Deficit $ 0 $ 0
=============== ================
NOTE TO FINANCIAL STATEMENTS:
Interim financial statements reflect all adjustments which are, in the opinion
of management, necessary to a fair statement of the results for the periods. The
July 31, 1999 balance sheet has been derived from the audited financial
statements. These interim financial statements conform with the requirements for
interim financial statements and consequently do not include all the disclosures
normally required by generally accepted accounting principles.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LITTLE CREEK, INC.
STATEMENTS OF OPERATIONS
For the Three-Month Periods Ended October 31, 1999 and 1998
Three Months Three Months
Ended Ended
10/31/99 10/31/98
---------------- -----------------
[Unaudited] [Unaudited]
REVENUE
<S> <C> <C>
Revenue from operations $ 0 $ 0
---------------- -----------------
Total Revenue 0 0
General and Administrative Expenses 94 0
---------------- -----------------
Net Income Before Taxes (94) 0
Income/Franchise taxes 0 0
---------------- -----------------
Net loss (94) 0
---------------- -----------------
Loss per share $ (0.01) $ (0.01)
================ =================
Weighted Average Shares Outstanding 1,491,483 4,875,000
================ =================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LITTLE CREEK, INC.
STATEMENTS OF CASH FLOWS
For the Three-Month Periods Ended October 31, 1999 and 1998
Three Months Three Months
Ended Ended
10/31/99 10/31/98
---------------- ----------------
[Unaudited] [Unaudited]
Cash Flows Used For Operating Activities:
<S> <C> <C>
Net Loss $ (1,716) $ 0
Adjustments to reconcile net loss to net cash
used in operating activities:
Increase/(Decrease) in franchise taxes payable 0 0
Increase/(Decrease) in accounts payable 0 0
Expenses paid on behalf of company by a stockholder 1,716 0
---------------- ----------------
Net Cash Used For Operating Activities 0 0
---------------- ----------------
Net Increase In Cash 0 0
Beginning Cash Balance 0 0
Ending Cash Balance $ 0 $ 0
================ ================
</TABLE>
<PAGE>
PART. III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation
3.2 By-laws
3.3 (i) Articles of Amendment to Articles of Incorporation
dated October 29, 1988, regarding 4 to 1 reverse split
3.3 (ii) Articles of Amendment to Articles of Incorporation
dated August 16, 1999, regarding 25 to 1 reverse split
3.3 (iii) Articles of Amendment to Articles of Incorporation
dated October 14, 1999, regarding a name change
50 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this Registration
Statement are modified in their entirety by reference to these
Exhibits.
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
LITTLE CREEK, INC.
Dated: 12/1/99 /S/ THOMAS HOWELLS
Thomas J. Howells, Director and Vice President
Dated: 12/1/99 /S/ JAMES DOOLIN
James P. Doolin, Director and Treasurer
<PAGE>
ARTICLES OF INCORPORATION
OF
BLUE GANDER EXPLORATION, INC.
WE, THE UNDERSIGNED natural persons of the age of Twenty one (21) years or
more, as citizens and residents of the state of Utah, hereby voluntarily are
acting as incorporators of a corporation under and pursuant to the Utah Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation.
ARTICLE I
DURATION: The corporation shall continue in existence perpetually unless
dissolved according to law. The name of the corporation will be Blue Gander
Exploration, Inc.
ARTICLE II
PURPOSES:The purpose of the Corporation shall be to conduct any or all lawfull
business for which corporations may be organized under the Act as from time to
time authorized by its Board of Directors, including but not limited to:
a. To engage in natural resource ventures of all kinds, including but not
limited to crude oil, natural gas, energy fuels of conventional or synthetic
character and energy fuels of an alternative nature, e.t., wind, solar,
Geothermal, tidal, nuclear, fusion and biomass.
b. To acquire by purchase , exchange, gift, bequest, subscription or otherwise,
and to hold, own mortgage, pledge, hypothecate, sell assign, transfer, exchange
or otherwise dispose of or deal in or with its own corporate securities or stock
or other securities, including without limitations, other obligations, and any
certificates, receipts or other property or assets created or issued by any
person, firm, association, or corporation, or any government or subdivisions,
agencies or instrumentalities thereof, to make payment therefore its own
securities or to use its unrestricted and unreserved earned surplus for the
purchase of its own shares, and to exercise as owner or holder an any
securities, any and all rights, powers and privileges in respect thereof.
c. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated. or which may at any time appear conducive to or
expedient for protection or benefit of this corporation, and to do said acts as
fully and to the same extent as natural persons might, or could do, in any part
of the world as principals, agents, partners, trustees or otherwise, either
alone or in conjunction with any other person, association or corporation.
d. The foregoing clauses shall be construed both as purpose and powers and shall
not be held to limit or restrict in any manner the enjoyment and exercise
thereof, as conferred by the laws of the State of Utah; and it is the intention
that the purposes and powers specified in each of the paragraphs of this Article
III shall be regarded as independent purposes and powers.
ARTICLE IV
CIAPITALIZATION: The aggregate number of shares the corporation shall have the
authority to issue if FIFTY MILLION (50,000,000) shares of stock at $0.001 par
value per share. All stock of the corporation shall be of the same class,
common, and shall have the same rights and preferences. When consideration is
received for shares of stock issued, each share shall be fully paid and
nonassessable.
ARTICLE V
PAID IN CAPITAL: The corporation will not commence business until at least ONE
THOUSAND DOLLARS ($1,000.00) has been received by it as consideration for the
issuance of its stock.
ARTICLE VI
AMENDMENT: These Articles of Incorporation may be amended by the affirmative
vote of a majority of the shares entitled to vote on each such amendment.
<PAGE>
ARTICLE VI
SHAREHOLDER RIGHTS: The authorized and treasury stock of this corporation may be
issued at such time, upon such terms and conditions and for such consideration
as the Board of Directors shall determine. Shareholders shall not have
pre-emptive rights to acquire unissued shares of the stock of this corporation.
ARTICLE VII
REGISTERED AGENT AND OFFICE: The initial registered office of the corporation
shall be 309 Newhouse Building, 10 Exchange Place, Salt Lake City, Utah 84111.
The registered agent of the corporation shall be Lois Crowder, whose address is
309 Newhouse Building, 10 Exchange Place, Salt Lake City, Utah 84111.
ARTICLE IX
DIRECTORS: The number of Directors constituting the initial Board of Directors
of this corporation is three. The name and addresses of persons who are to serve
as Directors until the first annual meeting of stockholders, or until their
successors are elected and qualify are:
NAME ADDRESS
Max W. Chadwick 83 West 4000 South
Nibley, Utah 84321
Darius Carter RFD Box 217C
Logan, Utah 84321
A. Douglas Eames 915 Park Avenue
Logan, Utah 84321
ARTICLE X
INCORPORATORS: The name and address of each Incorporators is:
NAME ADDRESS
Max W. Chadwick 83 West 4000 West
Nibley, Utah 84321
Darius Cater RFD Box 217C
Logan, Utah 84321
A. Douglas Eames 915 Park Avenue
Logan, Utah 8432L
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPCRATIONS: No contract or other
transaction between this corporation and one or more of its Directors or any
other corporation, fire, association or entity in which one or more of its
Directors are directors are directors or officers or are financially interested,
shall be either void or voidable because of such r,21ationship or interest, or
because such Director or Directors are present at the Meeting of the Board of
Directors, or a committee thereof which authorizes, approves or ratifies such
contract or transaction, or because his or their votes are counted for such
purpose if: (a) the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by vote or consent sufficient for the purpose
without counting the votes or consents of such interested Director, or (b) the
fact of such relationship or interest is disclosed or known to the shareholders
entitled to vote and they authorize, approve or ratify such contract or
transaction by vote or written consent; or (c) the contract or transaction is
fair and reasonable to the corporation. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or committee thereof which authorized, approves or ratifies such
contract or transaction. DATED this 22nd day of September, 1980.
/S/ MAX W. CHADWICK
/S/ DARIUS CATER
/S/ A. DOUGLAS EAMES
<PAGE>
BYLAWS
OF
Little Creek, Inc.
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Utah as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be held
in May of each year or at such other time designated by the Board of Directors
and as is provided for in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the day designated
for the annual meeting of the shareholders, 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 may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any,
shall cause notice of the time, place, and purpose or purposes of all meetings
of the shareholders (whether annual or special), to be mailed at least ten (10)
days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before, during, or after the meeting), by signing a written waiver of
notice or a consent to the holding of such meeting, or an approval of the
minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
<PAGE>
Section 2.06 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any annual meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that the share
transfer books shall be closed, for the purpose of determining shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
fifty (50) days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at such meeting, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
In lieu of closing the share transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the corporation shall make, at least
ten (10) days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder during the whole time of the meeting.
The original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.
<PAGE>
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of three to nine persons. Increases or decreases to said number may be
made, within the numbers authorized by the Articles of Incorporation, as the
Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
<PAGE>
Section 3.03 Classification of Directors. In lieu of electing the entire number
of directors annually, the Board of Directors may provide that the directors be
divided into either two or three classes, each class to be as nearly equal in
number as possible, the term of office of the directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual meeting after their election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification, the number of
directors equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the second succeeding annual
meeting, if there be two classes, or until the third succeeding annual meeting,
if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately following, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least ten
(10) days prior thereto by written notice delivered personally or mailed to each
director at his or her regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute a
quorum for the transaction of business or any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, and the individual directors shall have no power as such.
<PAGE>
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors shall be increased, the directors then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less than a quorum, in
any way approved by the meeting. Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by election
by the shareholders at the meeting at which the director or directors are
removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting, unless he or she
shall file his or her written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any time by delivering a
written resignation to either the president, a vice president, the secretary, or
assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided, that if the board has not acted
thereon within ten days (10) from the date presented, the resignation shall be
deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one or
more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
<PAGE>
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president, one
or more vice-presidents, as shall be determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors. The Board of Directors may elect, but shall not be
required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure to choose officers at an annual meeting of the Board of Directors,
officers may be chosen at any regular or special meeting of the Board of
Directors. Each such officer (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise) shall hold his or her office until
the next ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her death, or
until his or her resignation or removal in the manner provided in these Bylaws.
Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director. Section 4.03 Subordinate Officers, Etc. The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the Board of Directors from time to time
may determine. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering a
written resignation to the Board of Directors, the president, or the secretary.
Unless otherwise specified therein, such resignation shall take effect on
delivery.
Section 4.05 Removal. Any officer may be removed from office at any special
meeting of the Board of Directors called for that purpose or at a regular
meeting, by vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or any
other cause, or if a new office shall be created, then such vacancies or newly
created offices may be filled by the Board of Directors at a regular or special
meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be
such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors; and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers and
duties:
(a) If no general manager has been appointed, he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is absent or
disabled, he or she shall preside at meetings of the shareholders and Board of
Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the Board of
Directors; and
(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
<PAGE>
Section 4.10 The Secretary. The secretary shall have the following powers and
duties:
(a) He or she shall keep or cause to be kept a record of all of the proceedings
of the meetings of the shareholders and of the Board of Directors in books
provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume responsibility that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she shall have charge of the share books of the corporation and cause
the share transfer books to be kept in such manner as to show at any time the
amount of the shares of the corporation of each class issued and outstanding,
the manner in which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of record thereof, the
number of shares held by each holder and time when each became such holder or
record; and he or she shall exhibit at all reasonable times to any director,
upon application, the original or duplicate share register. He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and exhibited
at the principal office of the corporation, or at such other place as the Board
of Directors shall determine, in the manner and for the purposes provided in
such Section;
(f) He or she shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the Board of
Directors; and
(g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.11 The Treasurer. The treasurer shall have the following powers and
duties:
(a) He or she shall have charge and supervision over and be responsible for the
monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president, whenever
requested, a statement of the financial condition of the corporation and of all
of this transactions as treasurer, and render a full financial report at the
annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all officers
or agents of the corporation reports or statements given such information as he
or she may desire with respect to any and all financial transactions of the
corporation; and
(g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
<PAGE>
Section 4.12 General Manager. The Board of Directors may employ and appoint a
general manager who may, or may not, be one of the officers or directors of the
corporation. The general manager, if any, shall have the following powers and
duties;
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the business of
the corporation and of all of its dealings, but at all times be subject to the
control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often as
required, setting forth the results of the operations under his or her charge,
together with suggestions looking toward improvement and betterment of the
condition of the corporation, and shall perform such other duties as the Board
of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the officers of
the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come into his
or her hands.
<PAGE>
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained in
the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
Section 5.03 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks and or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, evidences of indebtedness of the corporation, subject to the
provisions of these Bylaws, shall be signed by such officer or officers or such
agent or agents of the corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in such manner
as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks, bonds, and other securities owned by or standing in
the name of the corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment, shall be effected by the president, or by
any vice president, together with the secretary, or by an officer or agent
thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
<PAGE>
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by the president or any vice
president, and the secretary or assistant secretary, and sealed with the seal
(which may be a facsimile, engraved or printed) of the corporation, certifying
the number and kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof, or by his
or her attorney thereunto duly authorized by a power of attorney duly executed
in writing and filed with the secretary of the corporation or any of its
transfer agents, and on surrender of the certificate or certificates, properly
endorsed or accompanied by proper instruments or transfer, representing such
shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and of
the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing shares of the corporation, and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for shares shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such shares, and until registered by a registrar, if at such date the
corporation had a registrar for such shares.
<PAGE>
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share books of the
corporation for a period of not to exceed fifty (50) days preceding the date of
any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the share transfer books shall be closed or a record date set for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new
certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights.
To the extent permissible under the applicable law of any jurisdiction to which
the corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modifies, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of the corporation or from
any other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of common stock of the corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the acquisition by any
person or group of persons of shares of the corporation. In particular, to the
extent permitted under the laws of the state of incorporation, the corporation
elects not to be governed by any such provision, including the provisions of the
Utah Control Shares Acquisition Act, Section 61-6-1 et seq., of the Utah Code
Annotated, as amended, or any statute of similar effect or tenor.
<PAGE>
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an executive
committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without notice) as it shall determine from
time to time. It will keep a record of its proceedings and shall report such
proceedings to the Board of Directors at the meeting of the Board of Directors
next following.
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the individual members thereof shall have not powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of such
other committees as may be designated hereunder by the Board of Directors, may
resign at any time by delivering a written resignation to either the president,
the secretary, or assistant secretary, or to the presiding officer of the
committee of which he or she is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified herein, such resignation shall
take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any member
of the executive committee or of any other committee designated by it hereunder
either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive committee
or any other committee designated by the Board of Directors hereunder, by reason
of disqualification, death, resignation, removal, or otherwise, the remaining
members shall, until the filling of such vacancy, constitute the then total
authorized membership of the committee and, provided that two or more members
are remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.
Section 7.07 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.
<PAGE>
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, or suit by or in
the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was 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 expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act 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
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was 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 expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer, employee, or
agent of the corporation has been successful on the merits or otherwise in
defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Any other indemnification under
Sections 8.01 and 8.02 hereof, shall be made to the corporation upon a
determination that indemnification of the officer, director, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall
be made either (i) by the Board of Directors by a majority of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding; or (ii) by independent legal counsel on a written opinion; or (iii)
by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
<PAGE>
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by this
Section shall apply to all present and future directors, officers, employees,
and agents of the corporation and shall continue as to such persons who cease to
be directors, officers, employees, or agents of the corporation, and shall inure
to the benefit of the heirs, executors, and administrators of all such persons
and shall be in addition to all other indemnification permitted by law.
8.07 Insurance. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, employee, or agent of the corporation, or
is or was 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 him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against any such liability and under the laws of the state of incorporation, as
the same may hereafter be amended or modified.
<PAGE>
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors or the
shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
(b) No Bylaws shall be adopted by the Board of Directors which shall require
more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of North
American Sign Corp., a corporation duly organized and existing under and by
virtue of the laws of the State of Utah; that the above and foregoing bylaws of
said corporation were duly and regularly adopted as such by the Board of
Directors of the corporation at a meeting of the board of Directors, which was
duly and regularly held on the 16th day of August, 1999 and that the above and
foregoing Bylaws are now in full force and effect.
DATED this 16 day of August, 1999.
/S/ Nick Lovato
Secretary
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
BLUE GANDER EXPLORATION, INC.
Pursuant to the provisions of the Utah Business Corporation Act, the undersigned
Corporation hereby, adopts the following Articles of Amendment to its Articles
of Incorporation.
FIRST: The name of the Corporation is:
Blue Gander Exploration, Inc.
SECOND: The following Amendments to the Articles of
Incorporation were duly adopted by the shareholders of this
corporation:
ARTICLE I
NAME
The name of this Corporation is:
North American Sign Corporation.
ARTICLE II
PURPOSES
a. To engage in the business of locating, marketing and/or developing high-tech
concepts.
THIRD: The foregoing Amendments to the Articles of Incorporation were adopted by
tie shareholders of the corporation on the 28th day of October, 1988, in the
manner prescribed by the laws of Utah.
FOURTH: The number of shares outstanding on said date were Nineteen Million,
Five Hundred Thousand (19,500,000) shares and the number of shares entitled Co
vote were Nineteen Million, Five Hundred Thousand (19,500,000)shares.
FIFTH: The number of shares voted for said Amendments were Eighteen Million,
(18,000,000) shares and the number of shares voted against such Amendments were
Zero (0).
SIXTH: No class of shares were entitled to vote thereon as a class.
SEVENTH: The manner in which any exchange, reclassification or cancellation of
issued and outstanding shares provided for herein shall be effected is as
follows:
Name Change
4 : 1 Reverse Split
Dated: October 29, 1988. /S/ J. ROBERT SHEEKS
President
/S/ TERRENCE J. DUNN
Secretary
STATE OF WASHINGTON)
Ss
COUNTY OF)
On the 29th day of October, 1988, personally appeared before me the above signed
persons, who acknowledged to me that they are the President and Secretary of
BLUE GANDER EXPLORATION, INC., and upon being duly sworn did state that the
foregoing instrument was voluntarily signed by then for the purposes above
stated.
/S/ NOTARY PUBLIC
<PAGE>
ARTTCLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
NORTH AMERICAN SIGN CORPORATION
Pursuant to the provisions of the Utah Business Corporation Act, the
undersigned Corporation hereby, adopts the following Articles of Amendment to
its Articles of Incorporation.
I
The name of the Corporation is:
North American Sign Corporation
II
The following amendments to the Articles of Incorporation were
adopted by the Board of Directors of the Corporation:
FIRST: Article IV shall be amended as follows, to-wit:
Resolved, to effect a reverse split of the issued and outstanding voting
securities of the Corporation's one mil ($0.001) par value common stock (the
"Common Stock") on a basis of one for twenty five (1:25), while retaining the
current authorized capital and par value, with appropriate adjustments in the
stated capital accounts and capital surplus account, with all fractional shares
being rounded up to the nearest whole share; provided, however, that no
stockholder, computed on a per stock certificate of record basis on the
effective date hereof, currently owing 100 or more shares shall be reduced to
less than 100 shares as a result of the reverse split and that no stockholder
owning less than 100 shares, on the per stock certificate of record basis on the
effective date hereof, shall be affected by the reverse split; such additional
shares required to provide the minimum of 100 shares shall be conveyed to the
Company by Jenson Services, Inc.; and provided, further, the reverse split will
become effective as of the filing date of the Certificate of Amendment with the
State of Utah; and that all shares required for rounding be issued by the
Company.
SECOND: Shareholder approval is not required.
IN WITNESS WHEREOF, North American Sign Corporation has caused this
Certificate to be signed by James Doolin, the company's Treasurer. This 16th day
of August, 1999.
/S/ JAMES DOOLIN
Treasurer
/S/ THOMAS HOWELLS
Vice President
<PAGE>
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION
OF
NORTH AMERICAN SIGN CORPORATION
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation:
FIRST: The name of the Corporation is North American Sign Corporation.
SECOND: The following amendment to the articles of Incorporation was duly
adopted by majority vote of the shareholders of the Corporation and the
Board of Directors of the Corporation.
Article I of the articles of incorporation pertaining to the name of the
Corporation is hereby amended by striking the existing Article I and inserting
in lieu thereof a new Article I, set forth in its entirety as follows:
ARTICLE I
NAME
The name of the Corporation shall be: Little Creek, Inc.
THIRD: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows:
CLASS NUMBER OF SHARES
Common 1,196,365
FOURTH: The number of shares voted for the amendment to Article I was
750,000, with 0 opposing, and 0 abstaining.
FIFTH: This amendment does not provide for any exchange,
reclassification, or cancellation of issued shares.
SIXTH: This amendment does not effect a change in the stated capital
of the corporation.
IN WITNESS WHEREOF, the foregoing Articles of Amendment to the Articles of
Incorporation of North American Sign Corporation have been executed this 14th
day of October, 1999. ATTEST:
/S/ TRAVIS JENSON
Travis Jenson, President
/S/ THOMAS HOWELLS
Thomas Howells, Vice President
/S/ JAMES DOOLIN
James Doolin, Treasurer
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