--U.S. Securities and Exchange Commission--
Washington, D.C. 20549
FORM 10-SB/A(2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1934
EDGAR-GARSIDE CO., INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
----------------------
(State or Jurisdiction of
Incorporation or Organization)
87-0445271
---------------------
(I.R.S. Employer
Identification No.)
2902 La Mesa Drive, Henderson, Nevada 89014
----------------------------------------------
(Address of principal place of
business or intended
principal place of
business.)
702-794-3114
-----------------------
(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
---------------------- ------------------------------
N/A N/A
Securities to be registered pursuant to Section 12(g)
of the Act:
Common, Voting Stock
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
The registrant was formed as a Nevada corporation on March 31, 1987, for the
purpose of initiating, acquiring, consolidating and operating certain
businesses. The business plan was never implemented, however, and the company
has had no significant operations beyond organization and capitalization
activities..
The Company has not filed bankruptcy, been in receivership or any similar
proceedings. There is no predecessor company. The Company has not been involved
in any material reclassification, merger, consolidation or purchase and sale of
a significant amount of assets not in the ordinary course of business or
otherwise.
From 1987 until recently when it began searching for a merger candidate,
Edgar-Garside Co, Inc., has never been involved in a business operation. A
private offering of its common stock was made to one of the original
incorporators for $1,000 which it utilized as working capital through the years.
In March of 1999 the company offered shares of stock under a federal exemption
(Regulation "D," rule 504) to 30 individuals in the metropolitan area of Las
Vegas. The Company issued 67,500 new shares to twenty-six subscribers.
The company now plans to seek new business opportunities either through
acquisitions for shares of its stock, or through a reverse merger with an
existing business that is desirous of becoming a public company and which
management of the Issuer deems compatible. At the present time the Issuer is
engaged in no business pursuit or activity other than that described above. The
registrant does not intend to restrict its search for a acquisition and/or
merger candidate to any particular industry, and so may engage in essentially
any lawful business enterprise, to the extent permitted in light of its limited
resources.
Inasmuch as the Company has had no sales or revenues, it has no products or
services, nor backlog of orders, nor dependence on any one or few large
customers. The company is not subject to any industry-specific government
regulation, nor does it need government approval for any of its operations. The
Company has made no significant expenditures on research and development during
the most recent fiscal year or interim period.
The company maintains a small office in the home of its president, who also
provides any needed clerical or administrative services without charge to the
Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has no specific plans to raise additional capital within the next
twelve months. Management considers current cash resources to be adequate to
sustain it during its search for possible business opportunities. From 1987
until recently when it began searching for a merger candidate, Edgar-Garside Co,
Inc., has never been involved in a business operation. A private offering of its
common stock was made to one of the original incorporators for $1,000 which has
provided the Company's working capital through the years. It is conceivable, but
not certain, that the Company may consider additional financing options once it
identifies a desirable business or investment
<PAGE>
opportunity. However, it is impossible to determine the nature or size of such
financing unless or until the need actually arises.
The Company has no current plans to purchase or sell any significant assets,
make any expenditures for product research and development, or change the number
of employees or the nature of their relationships to the Company.
ITEM 3. PROPERTIES
Description of property. The company does not own or lease any property. The
company maintains a small office within the home of its president.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following comprise all of the individuals and groups known by the company to
be the beneficial owner of more than five (5) percent of any class of the
issuer's securities:
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
--------- ---------------- -------------------- --------
Connie S. Ross
Common Stock 2902 La Mesa Dr. 1,000,000 85.1%
Henderson, NV 89014
The following are all of the officers and directors of the issuer who are
beneficial owners of the issuer's securities:
Title of Name and Address of Amount and Nature of Percent
Class Beneficial Owner Beneficial Ownership of Class
--------- ---------------- -------------------- --------
Connie S. Ross
Common Stock 2902 La Mesa Dr. 1,000,000 85.1%
Henderson, NV 89014
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Connie S. Ross, age 52, has served as the registrant's sole director and
corporate officer since 1988. Since 1993 Ms. Ross has been a key executive in
hotel/casino development, advertising, marketing and promotion for one of the
world's largest hotels. The Imperial Palace in Las Vegas, Nevada. Ms. Ross
manages Advertising and Publicity for Imperial Palace, Las Vegas and Imperial
Palace Biloxi, Mississippi.
Connie S. Ross, founder and Chief Executive Officer of the issuer, is the holder
of one million shares of common voting stock, and would be considered a control
person and promoter as defined in the Securities Act of 1933. Officers of the
Company serve at the will of the Board of Directors. Directors serve until the
next annual Stockholders' Meeting or until their resignation, removal,
retirement, disqualification, or death, or until their successors have been
elected and qualified.
<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
To date, no remuneration has been paid to any officer or director, except
reimbursement for direct out-of-pocket expenses incurred by them on behalf of
the Company. No plan currently exists to implement executive or director
compensation. The Company's sole director and executive officer currently
devotes less than ten percent of working hours to the affairs of the Company.
The issuer is not a party to any employment contracts and does not pay
consulting fees to officers or directors. No cash or other advances have been or
are contemplated to be made to any officer or director. The Issuer has no
retirement, pension, profit sharing or stock option plans or insurance or
medical payment plans covering any officer or director, nor does it contemplate
initiating any such plans at present.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception there have been no transactions between the issuer and any
related party, nor any transactions having a material effect on any related
party.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The company is authorized 50,000,000 shares of voting common stock, of which
1,117,500 have been issued and are outstanding. The shares carry one vote per
share and have no pre-emptive rights, terms of conversion, sinking fund
provisions, or liquidation rights, and cumulative voting for directors is
denied. Once subscribed and paid, the shares are fully paid and non-assessable
by the Issuer. The shares have rights to participate in dividends and other
distributions if, as, and when declared by the Board of Directors.
The rights of the shareholders may not be modified otherwise than by a vote of a
majority or more of the shares outstanding, voting as a class.
The Company has neither authorized nor issued any other class of securities.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The company's shares have never traded, and there exists no public trading
market for the shares. The Company has twenty-seven (27) shareholders, including
officers, directors and control persons. The company has never paid a dividend,
nor does it intend to do so in the foreseeable future. There are no restrictions
on the power of the Board of Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there outstanding
any options, rights, warrants to purchase, or securities convertible into, the
common equity of the Registrant.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings either pending or threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES:
The Company sold shares pursuant to a federal exemption under Rule 504,
Regulation D, to 26 persons at one cent per share, during the Months of February
and March of 1999. In August of 1999, the company sold 50,000 shares of its
common stock to an individual for $5,000. All shares have been issued and are in
the hands of the shareholders.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contract or arrangement has been made with respect to the insuring or
indemnification of Officers and Directors other than the provisions of Article
XVI ("Indemnity") of the by-laws of the corporation.
PART F/S
EDGAR-GARSIDE CO., INC.
RANDY SIMPSON C.P.A. P.C.
11775 SOUTH NICKLAUS ROAD
SANDY, UTAH 84092
FAX & PHONE (801) 572-3009
Independent Auditors' Report
The Board of Directors and Stockholders of Edgar Garside Co, Inc.:
We have audited the accompanying balance sheets of Edgar Garside Co, Inc. (the
Company) as of July 31, 1999 and December 31, 1998 and the related statements of
operations, stockholders' equity, and cash flows for the seven months ending
July 3 1, 1999 and the years ended December 31, 1998 and 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above mentioned financial statements fairly present, in all
material respects, the financial position of Edgar Garside Co, Inc. as of July
31, 1999 and December 31, 1998 and the results of its operations and its cash
flows for the seven months ending July 31, 1999 and the years ended December 31,
1998 and 1997, in conformity with generally accepted accounting principles.
/s/ Randy Simpson
--------------------------
RANDY SIMPSON, CPA
A Professional Corporation
September 2, 1999
Salt Lake City, Utah
<PAGE>
<TABLE>
Edgar Garside Co. Inc.
Statement of Operations
<CAPTION>
9 Months Ending Year Ending
September 31, December 31,
--------------------------- -------------------------
1999 1998 1999 1998
----------------------------------------------------------
(unaudited) ( unaudited)
<S> <C> <C> <C> <C>
REVENUES ........................... $ -- $ -- $ -- $ _
EXPENSES:
General and Administrative ..... 1,399 160 160 160
----------- ----------- ----------- -----------
TOTAL EXPENSES ................. 1,399 160 160 160
----------- ----------- ----------- -----------
Net Loss ................... ($ 1,399) (160) (160) (160)
----------- ----------- ----------- -----------
Weighted Average Shares ............ 1,296,429 1,000,000 1,000,000 1,000,000
Common Stock Outstanding
Net Loss Per Common Share ($ 0.001) $ 0.000 $ 0.000 $ 0.000
<FN>
See Accompanying Notes to the Financial Statements
</FN>
</TABLE>
<PAGE>
EDGAR GARSIDE CO, INC.
BALANCE SHEETS
SEPTEMBER 31, 1999 AND DECEMBER 31, 1998
Sep. 31, Dec. 31,
1999 1998
---------- --------
(unaudited)
ASSETS
Cash ................................................. $ 5,666 $ --
TOTAL CURRENT ASSETS ................................. 5,666 --
------- -------
TOTAL ASSETS ......................................... $ 5,666 $ --
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
ADVANCES FROM SHAREHOLDER ............................ $ 3,000 $ 1,610
------- -------
TOTAL CURRENT LIABILITIES ............................ 3,000 1,610
COMMON STOCK, $.001 par value; ....................... 1,118 1,000
authorized 50,000,000, issued
and outstanding 1,117,500 shares
on July 31,1999 and 1,000,000
shares on December 31, 1998
PAID IN CAPITAL ...................................... 5,557 --
ACCUMULATED DEFICIT .................................. (4,009) (2,610)
------- -------
TOTAL STOCKHOLDERS' EQUITY (Deficit) ................. 2,666 (1,610)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) ....................... $ 5,666 $ --
SEE ACCOMPANYNG NOTES TO THE FINANCIAL STATEMENTS.
<PAGE>
<TABLE>
EDGAR GARSIDE CO. INC.
STATEMENT OF CASH FLOWS
SEVEN MONTHS ENDING JULY 31, 1999
YEARS ENDING DECEMBER 31, 1998 AND 1997
<CAPTION>
9 Months Ending Year Ending
September 31, December 31,
------------------- -------------------
1999 1998 1998 1997
--------------------------------------------
Cash flows used in operating activities (unaudited) (unaudited)
<S> <C> <C> <C> <C>
Net Loss .......................................... $(1,399) $ (160) $ (160) $ (160)
Change to operating assets and liabilities:
Increase in Advances from Stockholders ............ 1,390 160 160 160
Cash flows used in operating activities ........... (9) -- -- --
Cash flows from financing activities
Sale of common stock .............................. 5,675 -- -- --
Cash provided by financing activities ............. 5,675 -- -- --
Net Increase in cash .............................. 5,666 -- -- --
Cash at beginning of period ....................... -- -- -- --
Cash at end of period ............................. $ 5,666 $ 0 $ 0 $ 0
<FN>
See Accompanying Notes to the Financial Statements
</FN>
</TABLE>
<PAGE>
<TABLE>
Edgar Garside Co., Inc.
Statement of Stockholders' Equity
From January 1, 1997 to September 31, 1999
<CAPTION> Common Common
Stock Stock Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
--------- ------ ------- ------- ------
<S> <C> <C> <C> <C>
Balances At January 1, 1997 1,000,000 $1,000 $ - ($2,290) ($1,290)
Net loss year ending December - - - (160) (160)
31, 1997
Balances at December 1997 1,000,000 1,000 - (2,450) (1,450)
Net loss year ending December - - - (160) (160)
31, 1998
Balances at December 31, 1998 1,000,000 1,000 - (2,610) (1,610)
Sale of common stock, 67,500 for 67,500 68 607 - 675
$675
Sale of Common Stock, 50,000 for 50,000 50 4,950 - 5,000
$5,000
Net loss for seven months ended - - - (1,399) (1,399)
July 31, 1999
Balances at Septemer 31, 1999 1,117,500 $1,118 $5,557 ($4,009) $2,666
<FN>
See Accompanying Notes to the Financial Statements
</FN>
</TABLE>
<PAGE>
Edgar Garside Co., Inc.
Notes to Financial Statements
A. Origination and Accounting Policies.
Edgar Garside Co., Inc.("the Company") was incorporated March 31, 1987
as a Nevada corporation. The Company has reviewed various business opportunities
since it's formation, however, it has never actively operated a business. The
Company relied upon it's sole shareholder, Connie Ross to fund it's filing fees
and accounting costs through December 31, 1998. Miss Ross has advanced these
funds without interest through July 31, 1999.
The Company is currently seeking a merger or other business opportunity.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 3...............................Articles of Incorporation
and By-laws
Exhibit 4...............................Instruments defining the
Rights of Security Holder
None
Exhibit 9...............................Voting Trust Agreements
None
Exhibit 10..............................Material Contracts
None
Exhibit 27..............................Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
EDGAR-GARSIDE CO., INC.
Date: 3/29/00 By /s/ Connie S. Ross
- --------------------- ---------------------------
Connie S. Ross, President
[FILED IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
MAR 31, 1987]
ARTICLES OF INCORPORATION
OF
EDGAR-GARSIDE CO., INC.
The undersigned, a natural person being more than eighteen years of
age, acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is Edgar-Garside Co., Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purposes for which this corporation is organized are:
Section 1. To seek for and acquire business opportunities both within and
outside the State of Nevada in any field whatsoever and to engage in any
business, including, but not limited to, the business of the acquired
opportunity. Section 2. To purchase or otherwise acquire, own, mortgage, sell,
manufacture, assign and transfer or otherwise dispose of, invest trade, deal in
and with real and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures, and other
evidences of indebtedness in the furtherance of any of the stated purposes of
the corporation.
Section 4. To enter or execute contracts of any kind and character, sealed
or unsealed, with individuals, firms, associations, corporations
<PAGE>
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks,
and copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any
of its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all, or any part
of, or any interest in, the properties, assets business and good will of any one
or more persons, firms, associations, or corporations either within or out of
the State of Nevada heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the State of
Nevada; pay for the same in cash, property or the corporation's own or other
securities; hold, operate, reorganize, liquidate, sell or in any manner dispose
of the whole or any part thereof; and in connection therewith, assume or
guarantee performance of any liabilities, obligations or contracts of such
persons, firms, associations or corporations, and to conduct the whole or any
part of any business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire,
own and hold, sell, lend, exchange, reissue, transfer or otherwise dispose of,
pledge, use, cancel, and otherwise deal in and with the corporation's shares and
its other securities from time to time to the extent, in the manner and upon
terms determined by the Board of Directors; provided that the corporation shall
not use its funds or property for the purchase of its own shares of capital
stock when its capital is impaired or when the purchase would cause any
impairment of the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized
under the laws of any state of the United States of America, or of any
commonwealth, territory, agency or instrumentality of the United States of
America, or of any foreign country, a corporation or corporations for the
purpose of conducting and promoting any business or purpose for which
corporations may be organized, and to dissolve, wind up, liquidate, merge or
consolidate any such corporation or corporations or to cause the same to be
dissolved, wound up, liquidated, merged, or consolidated.
Section 10. To do each and every thing necessary, suitable or proper
for the accomplishment of any of the purposes or the attainment of any of the
objects herein enumerated, or which shall at any time appear conducive to or
expedient for the protection or benefit of the corporation.
Section 11. To engage in any lawful business or activity which may be
conducted under the laws of the State of Nevada or any other state or nation
wherein this corporation shall be authorized to transact business.
<PAGE>
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of
fifty million common shares, par value $.001 per share. Each share shall have
equal rights as to voting and in the event of dissolution or liquidation. There
shall be no cumulative voting by shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire
any shares of this corporation.
Section 3. The common stock of the corporation, after the amount of the
subscription price has been paid in, shall not be subject to assessment to pay
the debts of the corporation.
Article V
Principal Office
The address of the principal office of the corporation is 3011 Rochelle
Avenue, Clark County, Las Vegas, Nevada 89121. The corporation may maintain such
other offices, either within or out of the State of Nevada, as the Board of
Directors may from time to time determine or the business of the corporation may
require.
Article VI
Directors
The corporation shall be governed by a Board of Directors and shall
have not less than three (3) nor more than seven (7) directors as determined,
from time to time, by the Board of Directors; provided, however, that if the
corporation shall at any time have fewer than three (3) shareholders, the Board
of Directors may consist of fewer than three (3) directors, but in no event
fewer than the total number of such shareholders. The original Board of
Directors shall be comprised of three (3) persons. The names and addresses of
the persons who are to serve as directors until the first annual meeting of
shareholders and until their successors are elected and shall qualify are as
follows:
Connie S. Ross
45366 South Highland Drive
Salt Lake City, Utah 84117
<PAGE>
Edward H. Hall
341 East South Temple
Suite 100 A
Salt Lake City, Utah 84111
David K. Garside
Suite 404 Boston Building
Salt Lake City, Utah 84111
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws
or by resolution, the corporation may indemnify its officers, directors, agents
and other persons to the full extent permitted by the laws of the State of
Nevada.
Article VIII
Incorporators
The name and address of the incorporator is:
Connie S. Ross
4636 South Highland Drive
Salt Lake City, Utah 84117
Dated this 20 day of March, 1987.
/s/ Connie S. Ross
-------------------
Connie S. Ross
[State of Utah, County of
Salt Lake Notarial Seal]
BY-LAWS OF
EDGAR GARSIDE CO. INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and
maintained at 3011 Rochelle Avenue, in the City of Las Vegas, County of Clark,
State of Nevada 89121. The Corporation may also have offices at such places
within or without the State of Nevada as the board may from time to time
establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of September, of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation and all other matters properly before the Board. If the designated
day shall fall on a Sunday or legal holiday, the meeting shall be held on the
first business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten (10%) of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than thirty (30) days after the request is
made unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or Shareholders requesting the meeting shall designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in person or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no
event shall a Quorum consist of less than 1/3 of the shares entitled to vote at
the meeting.
After a Quorum has been established at a Shareholders' meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum, shall
not effect the validity of any action taken at the meeting or any adjournment
thereof.
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No
Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
<PAGE>
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from one to nine
members, as decided by a vote of the Shareholders. The business of the
Corporation shall be managed and its corporate powers exercised by a Board of
Directors, each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until his
successor has been elected and qualified, or until his prior resignation or
removal.
3. VACANCIES. If the office of any Director, member of a committee or other
officer becomes vacant, the remaining Directors in office, by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the Stockholders, at the annual meeting or at a special meeting called for
that purpose, and by like vote the additional Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice to
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such resignation, and the acceptance of the resignation shall
not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board there shall be
less than a quorum present, those present may adjourn, and no further notice
thereof need to be given other than by announcement at the meeting which shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without the
State, as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors either personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the place of such
annual meeting of Stockholders.
<PAGE>
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate two
or more of their members to the Executive Committee. To the extent provided in
said resolution or these By-Laws, said committee may exercise the powers of the
Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board, may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Shareholders and Board of Directors, send all notices of all
meetings, and perform such other duties as may be prescribed by the Board of
<PAGE>
Directors or the President.
c. The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of Shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever, in its judgment, the best
interests of the Corporation will be served thereby. Any vacancy in any office
may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled to
have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed, and,
at the discretion of the Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties, if any, as the Board may
reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete books and
records of account and minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or principal place
of business a record of its Shareholders, giving the names and addresses of all
Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in any other
form capable of being converted into written form within a reasonable time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, by agent or attorney, at
any reasonable time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders, and to make
extracts therefrom.
<PAGE>
3. FINANCIAL INFORMATION. Not later than three (3) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing, in
reasonable detail, the financial condition of the Corporation at the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of voting trust
certificates for shares of the Corporation, the Corporation shall mail to each
Shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall be filed in the
registered office of the Corporation of this state, shall be kept for at least
five years, and shall be subject to inspection during business hours by any
Shareholder or holder of voting trust certificates, in person or by agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing dividends
or for such other purposes as the Board shall deem conducive to the interests of
the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "CORPORATE SEAL,
STATE OF NEVADA". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or countersigned,
executed, verified, or acknowledged by such officer, officers, or other person
or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of January in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
<PAGE>
Whenever any notice is required to be given under the provisions of any
law, or under the provisions of the Certificate of Incorporation of the
Corporation or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, before or after the time stated therein,
shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would be
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation as part of the proceedings of the Stockholders, Directors or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes of these By-Laws and wherever the words
"directors", "board of directors", or "board" appear in these By-Laws, those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of Directors to
manage the business of the Corporation and exercise its corporate powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses to
comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the right
to enforce said provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable at law, and to
collect court costs and attorneys fees from such officer, director or majority
stockholder personally. Any such officer, director or majority stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.
ARTICLE XVI - INDEMNITY
<PAGE>
(a) Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director -or employee may be entitled apart
from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled
shall be fixed by the Board of Directors, except that in any case in which there
is no disinterested majority of the Board available, the amount shall be fixed
by arbitration pursuant to the then existing rules of the American Arbitration
Association.
CERTIFICATE OF THE PRESIDENT
This is to certify that I am the duly elected, qualified and acting President
of:
Edgar Garside Co., Inc.
and that the foregoing By-laws constituting a true and original copy were duly
adopted as the by-laws of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand, this 20th day of March, 1987.
/s/ Connie S. Ross
- -------------------------
Connie S. Ross, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS OF THE REGISTRANT, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FIANCIAL STATEMENTS. </LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-START> JAN-01-1999 JAN-01-1998
<PERIOD-END> SEP-01-1999 DEC-31-1998
<EXCHANGE-RATE> 1 1
<CASH> 5,666 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 5,666 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 5,666 0
<CURRENT-LIABILITIES> 3,000 1,610
<BONDS> 0 0
0 0
0 0
<COMMON> 1,118 1,000
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 5,666 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,399) (160)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,399) (160)
<EPS-BASIC> (0.001) 0.000
<EPS-DILUTED> (0.001) 0.000
</TABLE>
Edgar-Garside Co., Inc.
3902 La Mesa Drive
Henderson, NV 89014
United States
Securities and Exchange Commission
Washington, D.C. 20549
RE: EDGAR-GARSIDE CO., INC.
Registration Statement Form 10-SB
File No. 1-15521
Accession Number 0001097246-99-000003
Filed December 8, 1999
Dear Sirs / Mmes:
Attached is Form 10SB, amended, in response to your letter of December
15, 1999. The following responses address the comments of the reviewing staff.
Part F/S of Form 10SB12G/A includes data through September 30, 1999, in
accordance with the requirements of Item 310 of Regulation S-B. Exhibit 27
Financial Data Schedule has been updated to reflect the change in the
interim accounting period.
Thank you.
Sincerely,
/s/ Connie S. Ross
- ---------------------------
President
