SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
GENETI CORP.
(Exact name of small business issuer in its charter)
NEVADA
(State or other jurisdiction of incorporation)
86-0972845
(I.R.S. Employer Identification No.)
2102 North Donner
Tucson, Arizona 85749
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(520) 577-1516
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
PART I
Item 1. DESCRIPTION OF BUSINESS.
The Company has not engaged in any operations other than
organizational matters. GENETI CORP. (formerly known as
International Centerfolds on the Net, Inc.), a Nevada
corporation (the "Company") was incorporated on July 11,
1996, and was formed specifically to be a "clean public
shell" and for the purpose of either merging with or
acquiring an operating company with operating history and
assets.
The primary activity of the Company will involve seeking
merger or acquisition candidates with whom it can either
merge or acquire. The Company has not selected any company
for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or
merger candidates, if it so chooses, to a particular field
or industry. The Company's plans are in the conceptual
stage only.
The executive offices of the Company are located at 2102
North Donner Avenue, Tucson, Arizona 85749. Its telephone
number is (520) 577-1516.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Plan of Operation - General
The Company was organized for the purpose of creating a
corporate vehicle to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
who or which desire to seek perceived advantages of a
publicly held corporation. At this time, the Company has
no plan, proposal, agreement, understanding or arrangement
to acquire or merge with any specific business or company,
and the Company has not identified any specific business or
company for investigation and evaluation. No member of
Management or promoter of the Company has had any material
discussions with any other company with respect to any
acquisition of that company. Of the 1,000,000 outstanding
shares of the Company's Common Stock, 200,000 shares are
currently freely tradable under the Rule 144 exemption
promulgated under the Securities Act of 1933. See Item 8
"Description of Securities." The Company will not restrict
its search to any specific business, industry or
geographical location, and the Company may participate in a
business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and
throughout is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business
opportunities.
The Company intends to obtain funds in one or more private
placements to finance the operation of any acquired
business. Persons purchasing securities in these
placements and other shareholders will likely not have the
opportunity to participate in the decision relating to any
acquisition. The Company's proposed business is sometimes
referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to
which their money may be put. Consequently, the Company's
potential success is heavily dependent on the Company's
management, which will have virtually unlimited discretion
in searching for and entering into a business opportunity.
None of the officers and directors of the Company has had
any experience in the proposed business of the Company.
There can be no assurance that the Company has had any
experience in the proposed business of the Company. There
can be no assurance that the Company will be able to raise
any funds in private placement. In any private placement,
management may purchase shares on the same terms as offered
in the private placement. (See "Item 5, Directors,
Executive Officers, Promoters and Control Persons").
Management anticipates that it will only participate in one
potential business venture. This lack of diversification
should be considered a substantial risk in investing in the
Company because it will not permit the Company to offset
potential losses from one venture against gains from
another.
The Company may seek a business opportunity with a firm
that only recently commenced operations, or a developing
company in need of additional funds for expansion into new
products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity
may involve the acquisition or merger with a corporation
which does not need substantial additional cash but which
desires to establish a public trading market for its common
stock. The Company may purchase assets and establish
wholly owned subsidiaries in various business or purchase
existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries,
and shortages of available capital, management believes
that there are numerous firms seeking the benefits of a
publicly traded corporation. Such perceived benefits of a
publicly traded corporation may include facilitating or
improving the terms on which additional equity financing
may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock
options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues)
for all shareholders, and other factors. Potentially
available business opportunities may occur in many
different industries and at various stages of development,
all of which will make the task of comparative
investigation and analysis of such business opportunities
extremely difficult and complex.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by the Company's
Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1%
and 5% of the size of the transaction, based upon a sliding
scale of the amount involved. Such fees are typically in
the range of 5% on a $1,000,000 transaction ratably down to
1% in a $4,000,000 transaction. Management had adopted a
policy that such a finder's fee or real estate brokerage
fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the
Company, if such person plays a material role in bringing a
transaction to the Company.
As part of any transaction, the acquired company may
require that Management or other stockholders of the
Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired
company. It is anticipated that the sales price of such
shares will be lower than the current market price or
anticipated market price of the Company's Common Stock at
such a time. The Company's funds are not expected to be
used for purposes of any stock purchase from insiders. The
Company shareholders will not be provided the opportunity
to approve or consent to such sale. The opportunity to
sell all or a portion of their shares in connection with an
acquisition may influence management's decision to enter
into a specific transaction. However, management believes
that since the anticipated sales price will potentially be
less than market value, that the potential of a stock sale
will be a material factor in their decision to enter a
specific transaction.
The above description of potential sales of management
stock is not based upon any corporate bylaw, shareholder or
board resolution, or contract or agreement. No other
payments of cash or property are expected to be received by
Management in connection with any acquisition.
The Company has not formulated any policy regarding the use
of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.
The Company has, and will continue to have, insufficient
capital with which to provide the owners of business
opportunities with any significant cash or other assets.
However, management believes the Company will offer owners
of business opportunities the opportunity to acquire a
controlling ownership interest in a public company at
substantially less cost than is required to conduct an
initial public offering. The owners of the business
opportunities will, however, incur significant post-merger
or acquisition registration costs in the event they wish to
register a portion of their shares for subsequent sale.
The Company will also incur significant legal and
accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing post-
effective amendments, Forms 8-K, agreements and related
reports and documents. However, the officers and directors
of the Company have not conducted market research and are
not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company does not intend to make any loans to any
prospective merger or acquisition candidates or
unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for
possible acquisition will be referred by various sources,
including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may
present unsolicited proposals. The Company will seek a
potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers
and directors as well as indirect associations between them
and other business and professional people. It is not
presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
The officers and directors of the Company are currently
employed in other positions and will devote only a portion
of their time (not more than a couple hours per week) to
the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at
which time they expect to spend full time in investigating
and closing any acquisition. In addition, in the face of
competing demands for their time, the officers and
directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company. Management intends to
concentrate on identifying prospective business
opportunities that may be brought to its attention through
present associations with management.
In analyzing prospective business opportunities, management
will consider such matters as the available technical,
financial and managerial resources; working capital and
other financial requirements; history of operation, if any;
prospects for the future; present and expected competition;
the quality and experience of management services which may
be available and the depth of that management; the
potential for further research, development or exploration;
specific risk factors not now foreseeable but which then
may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or
acceptance of products, services or trades; name
identification; and other relevant factors. Officers and
directors of each Company will meet personally with
management and key personnel of the firm sponsoring the
business opportunity as part of their investigation. To
the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above
factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the
Company participates will present certain risks. Many of
these risks cannot be adequately identified prior to
selection of the specific opportunity, and the Company's
shareholders must, therefore, depend on the ability of
management to identify and evaluate such risk. In the case
of some of the opportunities available to the Company, it
may be anticipated that the promoters thereof have been
unable to develop a going concern or that such business is
in its development stage in that it has not generated
significant revenues from its principal business activities
prior to the Company's participation. There is a risk,
even after the Company's participation in the activity and
the related expenditure of the Company's funds, that the
combined enterprises will still be unable to become a going
concern or advance beyond the development stage. Many of
the opportunities may involve new and untested products,
processes, or market strategies that may not succeed. The
Company and, therefore, its shareholders will assume such
risks.
The Company will not restrict its search for any specific
kind of business, but may acquire a venture that is in its
preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is currently impossible to predict the status of
any business in which the Company may become engaged, in
that such business may need additional capital, may merely
desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
On the consummation of a transaction, it is possible that
the present management and shareholders of the Company will
not be in control of the Company. In addition, a majority
or all of the Company's officers and directors may, as part
of the terms of the acquisition transaction, resign and be
replaced by new officers and directors without a vote of
the Company's shareholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions
from registration under applicable Federal and state
securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may
agree to register such securities either at the time the
transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial
additional securities and their potential sale into any
trading market in the Company's Common Stock may have a
depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot
be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the
acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the
shareholders of the Company, including past and current
investors, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect
material facilities, obtain independent analysis or
verification of certain information provided, check
reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the
Company's limited financial resources and management
expertise. The manner in which each Company participates
in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength of the
Company and such other management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on
the percentage of the Company that target company
shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
the Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the
event that the Company acquires a target company with
substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant dilative
effect on the percentage of shares held by the Company's
then shareholders, including past and current investors.
The Company will not have sufficient funds (unless it is
able to raise funds in a private placement) to undertake
any significant development, marketing and manufacturing of
any products that may be acquired. Accordingly, following
the acquisition of any such product, the Company will, in
all likelihood, be required to either seek debt or equity
financing or obtain funding from third parties, in exchange
for which the Company would probably be required to give up
a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be
able either to obtain additional financing or interest
third parties in providing funding for the further
development, marketing and manufacturing of any products
acquired.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and
other instruments will require substantial management time
and attention and substantial costs for accountants,
attorneys and others. If a decision were made not to
participate in a specific business opportunity the costs
therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is
reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss of the Company of the related costs
incurred.
Management believes that the Company may be able to benefit
from the use of "leverage" in the acquisition of a business
opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price
for that business. Through a leveraged transaction, the
Company would be required to use less of its available
funds for acquiring the business opportunity and,
therefore, could commit those funds to the operations of
the business opportunity, to acquisition of other business
opportunities or to other activities. The borrowing
involved in a leveraged transaction will ordinarily be
secured by the assets of the business opportunity to be
acquired. If the business opportunity acquired is not able
to generate sufficient revenues to make payments on the
debt incurred by the Company to acquire that business
opportunity, the lender would be able to exercise the
remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the
Company must commit to acquiring a business opportunity,
may correspondingly increase the risk of loss to the
Company. No assurance can be given as to the terms or the
availability of financing for any acquisition by the
Company. During periods when interest rates are relatively
high, the benefits of leveraging are not as great as during
periods of lower interest rates because the investment in
the business opportunity held on a leveraged basis will
only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing.
Lenders from which the Company may obtain funds for
purposes of a leveraged buy-out may impose restrictions on
the future borrowing, distribution, and operating policies
of the Company. It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the
impact thereof on the Company.
Competition
The Company is an insignificant participant among firms
that engage in business combinations with, or financing of,
development stage enterprises. There are many established
management and financial consulting companies and venture
capital firms which have significantly greater financial
and personnel resources, technical expertise and experience
than the Company. In view of the Company's limited
financial resources and management availability, the
Company will continue to be at a significant competitive
disadvantage vis-a-vis the Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer that is or holds itself out as being
engaged primarily in the business of investing, reinvesting
or trading of securities. While the Company does not
intend to engage in such activities, the Company could
become subject to regulation under the Investment Company
Act of 1940 in the event the Company obtains or continues
to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required
to register under the Investment Company Act of 1940.
Accordingly, management will continue to review the
Company's activities from time to time with a view toward
reducing the likelihood that the Company could be
classified as an "investment company."
The Company intends to structure a merger or acquisition in
such a manner as to minimize Federal and state tax
consequences to the Company and to any target company.
Employees
The Company's only employees at the present time is its
sole officer and director, who will devote as much time as
the Board of Directors determine is necessary to carry out
the affairs of the Company. (See "Item 5, Directors,
Executive Officers, Promoters and Control Persons").
Item 3. DESCRIPTION OF PROPERTY.
The company has a working agreement with the Company
president to use 600 square feet of office space,
telephones and secretarial services supplied on a gratis
basis.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information relating to the
beneficial ownership of Company common stock by those
persons beneficially holding more than 5% of the Company
capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and
executive officers as a group, as of January 10, 2000.
<TABLE>
<CAPTION>
Percentage of
Name of Number of outstanding
Stockholder Shares Owned Common Shares
<S> <C> <C>
Daniel L. Hodges 800,000 80%
All officers and
directors as a
group 800,000 80%
</TABLE>
The address of Mr. Hodges is care of the Company.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
Directors and Executive Officers
The members of the Board of Directors of the Company serve
until the next annual meeting of stockholders, or until
their successors have been elected. The officers serve at
the pleasure of the Board of Directors. Information as to
the director and executive officer of the Company is as
follows.
Daniel Hodges has been sole Director, President, Chief
Financial Officer and Secretary of the Company since his
appointment on July 15, 1996. Mr. Hodges has been
president ad director of Solomon Consulting Corp. which
specializes in corporate and securities consulting since
1995. He has owned and operated an industrial
manufacturing company, "APRI, Inc." since 1998. He is
currently on the board of directors of two charitable
organizations as well as a number of for-profit
corporations. Within the past year, several companies that
maintain a public trading status have had Mr. Hodges as a
director including: Avartarra.com (symbol: AVAR), Landstar,
Inc. (LDSR), Hyaton Company, Inc. (HYTN), Alph-Net
Consulting Group, Inc., Big Surf, Inc., Cerritos Holding,
Inc., Clearwater Communications, Corp., Glass Dolphin,
Inc., H & L Investments, Inc., HJS & BDS, Inc., Interlock
services, Inc., Laredo Investments, Inc., Models, Inc.,
Morenci Corp., Pacific Administration Services, Inc., PSM
Corp., RBO Holdings Inc., RK Johnson Ltd., Solco
International Inc. and Tridex Media, Inc. Mr. Hodges
received his B.S. from Thomas A. Edison State College in
Trenton, New Jersey. He is also a graduate of the U.S. Air
Force Undergraduate Pilot Training program and is currently
the rank of Captain as an officer in the Air National
Guard.
Conflicts of Interest
Certain conflicts of interest now exist and will continue
to exist between the Company and its officers and directors
due to the fact that each has other business interests to
which he devotes his primary attention. Each officer and
director may continue to do so notwithstanding the fact
that management time should be devoted to the business of
the Company.
Certain conflicts of interest may exist between the Company
and its management, and conflicts may develop in the
future. The Company has not established policies or
procedures for the resolution of current or potential
conflicts of interests between the Company, its officers
and directors or affiliated entities. There can be no
assurance that management will resolve all conflicts of
interest in favor of the Company, and failure by management
to conduct the Company's business in the Company's best
interest may result in liability to the management. The
officers and directors are accountable to the Company as
fiduciaries, which means that they are required to exercise
good faith and integrity in handling the Company's affairs.
Shareholders who believe that the Company has been harmed
by failure of an officer or director to appropriately
resolve any conflict of interest may, subject to applicable
rule of civil procedure, be able to bring a class action or
derivative suit to enforce their rights and the Company's
rights.
The Company has no arrangement, understanding or intention
to enter into any transaction for participating in any
business opportunity with any officer, director, or
principal shareholder or with any firm or business
organization with which such persons are affiliated,
whether by reason of stock ownership, position as an
officer or director, or otherwise.
Item 6. EXECUTIVE COMPENSATION.
No compensation is paid or is anticipated to be paid by the
Company. It is possible that upon an acquisition some
compensation may be paid to management. On acquisition of
a business opportunity, current management may resign and
be replaced by persons associated with the business
opportunity acquired, particularly if the Company
participates in a business opportunity by effecting a
reorganization, merger or consolidation. If any member of
current management remains after effecting a business
opportunity acquisition, that member's time commitment will
likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be
predicted. Compensation of management will be determined
by the new board of directors, and shareholders of the
Company will not have the opportunity to vote on or approve
such compensation.
Directors currently receive no compensation for their
duties as directors.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with organizing the Company, on July 22,
1996, persons consisting of its officers, directors, and
other individuals were issued a total of 1,000 shares of
Common Stock at a value of $.001 per share. On October 20,
1999, the outstanding shares were forward split 1,000 to 1,
resulting in a total of 1,000,000 shares outstanding.
Under Rule 405 promulgated under the Securities Act of
1933, Mr. Hodges may be deemed to be a promoter of the
Company. No other persons are known to Management that
would be deemed to be promoters.
Item 8. DESCRIPTION OF SECURITIES.
Each shareholder of Common Stock, either in person or by
proxy, may cast one vote per share of Common Stock held on
all matters to be voted on. The presence, in person or by
proxy, of the holders of a majority of the total number of
shares entitled to vote constitutes a quorum for the
transaction of business. Assuming that a quorum is
present, the affirmative vote of a majority of the shares
of the Company present in person or represented by proxy is
required. The Company's articles do not provide for
cumulative voting or preemptive rights.
There are no outstanding options or warrants of any kind
for the Company's stock.
PART II
Item 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.
The Company's Common Stock is not currently traded. The
Company has made application to trade its stock on the NQB
Pink Sheets, and has filed, through National Capital LLC,
the 15c2-11 Disclosure Statement. The application is
currently pending.
As of January 10, 2000, there were 29 stockholders of
record.
No dividends have been declared on the Company's stock.
Nor does the Company foresee any dividends being declared
in the near future.
Item 2. LEGAL PROCEEDINGS.
Not Applicable.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING.
Not Applicable.
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
There have been no sales of the Company's securities. As
noted above, in connection with organizing the Company, on
July 22, 1996, persons consisting of its officers,
directors, and other individuals were issued a total of
1,000 shares of Common Stock at a value of $.001 per share.
On October 20, 1999, those outstanding shares were forward
split 1,000 to 1, resulting in a total of 1,000,000 shares
outstanding.
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Nevada Business Associations Act (the "Business
Association Act") Title 7, Chapter 78, directors of the
Company will be liable to the Company or its shareholders
for (a) the amount of a financial benefit received by the
director to which the director is not entitled; (b) an
intentional infliction of harm on the Company or its
shareholders; (c) certain unlawful distributions to
shareholders; and (d) an intentional violation of criminal
law. These provisions do not limit or eliminate the rights
of the Company or any shareholder to seek non-monetary
relief such as an injunction or rescission in the event of
a breach of a director's duty of care.
The Company's By-Laws require the Company to indemnify and
advance expenses to any person who incurs liability or
expense by reason of such person acting as a director of
the Corporation, to the fullest extent allowed by the
Business Association Act. This indemnification is
mandatory with respect to directors in all circumstances in
which indemnification is permitted by the Business
Association Act, subject to the requirements of the
Business Association Act. In addition, the Company may, in
its sole discretion, indemnify and advance expenses, to the
fullest extent allowed by the Business Association Act, to
any person who incurs liability or expense by reason of
such person acting as an officer, employee or agent of the
Company, except where indemnification is mandatory pursuant
to the Business Association Act, in which case the Company
is required to indemnify to the fullest extent required by
the Business Association Act.
PART F/S
FINANCIAL STATEMENTS
The consolidated financial statements of the Company
required to be included in Part F/S are set forth below.
GENETI CORP.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
INDEPENDENT AUDITOR'S REPORT
DECEMBER 31, 1999 AND 1998
CONTENTS
Page
Independent Auditor's Report. . . . . . . . F - 1
Balance Sheets
December 31, 1999 and 1998. . . . . . . . F - 2
Statements of Operations for the
Years Ended December 31, 1999 and 1998. . F - 3
Statement of Stockholders' Equity for the
Years Ended December 31, 1999 and 1998. . F - 4
Statements of Cash Flows for the
Years Ended December 31, 1999 and 1998. . F - 5
Notes to Financial Statements . . . . . . . F - 6
ROBISON, HILL & CO., A PROFESSIONAL CORPORATION, Certified
Public Accountants
INDEPENDENT AUDITOR'S REPORT
Geneti Corp.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of Geneti
Corp. (Formerly International Centerfolds on the Net,
Inc.)(a development stage company) as of December 31, 1999,
and 1998, and the related statements of operations,
stockholders' equity, and cash flows for the two years
ended December 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 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 financial statements referred to above
present fairly, in all material respects, the financial
position of Geneti Corp. (Formerly International
Centerfolds on the Net, Inc.)(a development stage company)
as of December 31, 1999, and 1998, and the results of its
operations and its cash flows for the two years ended
December 31, 1999 in conformity with generally accepted
accounting principles.
Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
December 1, 1999
F-1
<TABLE>
GENETI CORP.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
BALANCE SHEETS
<CAPTION>
December 31
1999 1998
<S> <C> <C>
Assets $ - $ -
Liabilities
Accounts Payable $ - $ 300
Shareholders' Equity
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 1,000,000 shares as of
December 31, 1999 and 1998 1,000 1,000
Paid-In Capital 450 -
Retained Deficit (1,300) (1,300)
Deficit Accumulated During the
Development State (150) -
Total Stockholders' Equity (300)
Total Liabilities and
Shareholders' Equity $ - $ -
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-2
<TABLE>
GENETI CORP.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<CAPTION>
Cumulative
since
For the year ended inception of
December 31 development
1999 1998 stage
<S> <C> <C> <C>
Revenues $ - $ - $ -
Expenses 150 100 150
Net Loss $(150) $(100) $(150)
Basic & Diluted loss per share
$ - $ -
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-3
<TABLE>
GENETI CORP.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<CAPTION>
Deficit
Accumulated
During
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
<S> <C> <C> <C> <C> <C>
Balance at July 11, 1996
(Inception) - $ - $ - $ - $ -
July 22, 1996 Issuance of Stock for
Services and payment
Of Accounts payable
1,000 1,000 - - -
Net Loss - - - (1,100) -
Balance at December 31, 1996
1,000 1,000 - (1,100) -
Net Loss - - - (100) -
Balance at December 31, 1997
As originally reported
1,000 1,000 - (1,200) -
Retroactive adjustment for 1,000
to 1 stock split October 20, 1999
999,999 - - - -
Restated balance January 1, 1998
1,000,000 1,000 - (1,200) -
Net Loss - - - (100) -
Balance at December 31, 1998
1,000,000 1,000 - (1,300) -
Capital Contributed by Shareholder 450 - -
Net Loss - - - - (150)
Balance at December 31, 1999
1,000,000 1,000 450 (1,300) (150)
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-4
<TABLE>
GENETI CORP.
(Formerly International Centerfolds on the Net, Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<CAPTION>
Cumulative
since
For the year ended inception of
December 30 development
1999 1998 stage
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(150) $(100) $(150)
Increase (Decrease) in
Accounts Payable (300) 100 (300)
Net Cash Used in
Operating activities (450) - (450)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
Investing activities - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
By shareholder 450 - 450
Net Cash provided by
Financing activities 450 - 450
Net (Decrease) in
Cash and Cash Equivalents - - -
Cash and Cash Equivalents
At Beginning of Period - - -
Cash and Cash Equivalents
At End of Period $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ 400 $ - $ 400
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES: None
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-5
GENETI CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
THE YEARS ENDED DECEMBER 31, 1999 AND 1998
NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for Geneti Corp.
(Formerly International Centerfolds on the Net, Inc.) is
presented to assist in understanding the Company's
financial statements. The accounting policies conform to
generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of
Nevada on July 11, 1996. The Company ceased all operating
activities during the period from July 22, 1996 to October
20, 1999 and was considered dormant. Since October 20,
1999, the Company is in the development stage, and has not
commenced planned principal operations.
Nature of Business
The company has no products or services as of December 31,
1999. The Company was organized as a vehicle to seek
merger or acquisition candidates. The Company intends to
acquire interests in various business opportunities, which
in the opinion of management will provide a profit to the
Company
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company
considers all highly liquid debt instruments purchased with
a maturity of three months or less to be cash equivalents
to the extent the funds are not being held for investment
purposes.
F-6
Pervasiveness of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles required
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.
Loss per Share
The reconciliations of the numerators and denominators
of the basic loss per share computations are as follows:
<TABLE>
<CAPTION>
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the year ended December 31, 1999:
<S> <C> <C> <C>
Basic Loss per Share
Loss to common shareholders
$ (150) 1,000,000 $ -
For the year ended December 31, 1998:
Basic Loss per Share
Loss to common shareholders
$ (100) 1,000,000 $ -
</TABLE>
The effect of outstanding common stock equivalents
would be anti-dilutive for December 31, 1999 and 1998 and
are thus not considered.
NOTE 2 - INCOME TAXES
As of December 31, 1999, the Company had a net operating
loss carryforward for income tax reporting purposes of
approximately $1,000 that may be offset against future
taxable income through 2011. Current tax laws limit the
amount of loss available to be offset against future income
when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income will
be limited. No tax benefit has been reported in the
financial statements, because the Company believes there is
a 50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is
common with a development stage company, the Company has
had recurring losses during its development stage.
NOTE 4 - COMMITMENTS
As of December 31, 1999 all activities of the Company have
been conducted by corporate officers from either their
homes or business offices. Currently, there are no
outstanding debts owed by the Company for the use of these
facilities and there are no commitments for future use of
the facilitates.
NOTE 5 - STOCK SPLIT
On October 20, 1999 the Board of Directors authorized 1,000
to 1 stock split, changed the authorized number of shares
to 100,000,000 shares and the par value to $.001 for the
Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying
financial statements to the number of common shares and
per-share amounts for 1999 and 1998 have been restated to
reflect the stock split.
PART III
Item 1. Index to Exhibits.
Exhibit 1. Articles of Incorporation.
Exhibit 2. Amendment to Articles of Incorporation.
Exhibit 3. Bylaws.
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration
statement to be signed on its behalf by the undersigned,
thereto duly authorized.
GENETI CORP.
(Registrant)
Date: January 14, 2000
By: /s/
Daniel Hodges,
President
Exhibit 1. Articles of Incorporation.
Filed JULY 11, 1996
ARTICLES OF INCORPORATION OF
INTERNATIONAL CENTERFOLDS ON THE NET, INC.
The name of the corporation is:
International Centerfolds on the Net, Inc.
Its registered office in the state of Nevada is located at
1849 Hwy 50, East, Suite 4l79, Carson City, Nevada 89706
that this corporation may maintain an office, or offices,
in such other place within or without the state of Nevada
as may be from time to time designated by the Board of
Directors, or by the by-laws of said corporation, and that
this corporation may conduct all Corporation business of
every kind and nature, including the holding of all
meetings of Directors and stockholders, outside the State
of Nevada as well as within the State of Nevada.
The objects for which this corporation is formed are: To
engage in any lawful activity, including, but not limited
to the following:
(A) Shall have such rights, privileges and powers, as may
be conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and
powers, when not inconsistent with the purposes and objects
for which this corporation is organized.
(C) Shall have power to have succession by its corporate
name for the period limited in its certification or
articles of incorporation and when no period is limited
particularly or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law
or equity.
(E) Shall have power to make contracts.
(F) Shall have power, purchase and convey real and personal
estate and to mortgage or lease any such real and personal
estate with its franchises. The power to hold real and
personal estate shall include the power to take the same by
devise or bequest in the state of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as
the affairs of the corporation shall require, and to allow
suitable compensation.
(H) Shall have the power to make By-Laws not inconsistent
with the constitution or laws of the United States, or of
the state of Nevada, for the management, regulation and
government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and
holding of meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be
wound up or dissolved.
(J) Shall have power to adopt and use a common seal or
stamp, and alter the same at pleasure. The use of a seal
or stamp by the corporation on any corporate documents is
not necessary. The corporation may use a seal or stamp, if
it desires, but such use or nonuse shall not in any way
affect the legality of the document.
(K) Shall have power to borrow money and contract debts
when necessary for the transactions of its business, or for
the exercise of its corporate rights, privileges or
franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of
exchange, debentures, and other obligations and evidences
of indebtedness, payable at a specific time or times, or
payable upon the happening of a specified event or events,
whether secured by mortgage, pledged or otherwise, or
unsecured, for money borrowed, or in payment for property
purchase, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, or evidences of the
indebtedness created by, any other corporation or
corporations of the State of Nevada, or any other state or
government, and, while owner of such stocks, bonds,
securities or evidences of indebtedness, to exercise all
the rights, powers and privileges of ownership, including
the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer
shares of its own capital stock, and use therefore its own
capital, capital surplus, surplus, or other property or
fund.
(N) Shall have power to conduct business, have one or more
offices, and hold, purchase, mortgage and convey real and
personal property in the State of Nevada, and in any of the
several states, territories, possessions and dependencies
of the United States, the District of Columbia, and any
foreign countries.
(O) Shall have power to do all and everything necessary and
proper for the accomplishment of the objects enumerated in
its certificate or articles of incorporation, or any
amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and in general,
to carry on any lawful business necessary or incidental to
the attainment of the objects of the corporation, whether
or such business is similar in nature to the objects set
forth in the certificate or articles of incorporation of
the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public
welfare or for charitable, scientific or educational
purposes.
(Q) Shall have power to enter into partnerships, general or
limited, or joint ventures, in connection with any lawful
activities, as may be allowed by law.
That the total number of common stock authorized that may
be issued by the Corporation is TWENTY FIVE THOUSAND
(25,000) shares of stock without nominal or par value and
no other class of stock shall be authorized. Said shares
may be issued by the corporation from time to time for such
consideration as may be fixed by the Board of Directors.
The governing board of this corporation shall be known as
directors, and the number of directors may from time to
time be increased or decreased in such a manner as shall be
provided by the By-Laws of this Corporation, providing that
the number of directors shall not be reduced to fewer than
one (1).
The name and post office address of the first board of
Directors shall be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Margaret L. Bittner 1894 Hwy 50 East Suite 4179
Carson City, Nevada 89701-3244
The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject
to assessment to pay the debts of the corporation.
The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Margaret L. Bittner 1894 Hwy 50 East Suite 4179
Carson City, Nevada 89701-3244
The Resident Agent for this Corporation shall be: Wilmar,
Inc.
The address of said agent, and, the registered or statutory
address of this Corporation in the state of Nevada, shall
be:
1849 Hwy 50 East, Suite 4179 Carson City, Nevada 89701-3244
The Corporation is to have perpetual existence.
In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized:
Subject to the By-Laws, if any, adopted by the
stockholders, to make, alter or amend the By-Laws of the
Corporation.
To fix the amount to be reserved as working capital over
and above its capital stock paid in; to authorize and cause
to be executed, mortgages and liens upon the real and
personal property of this Corporation.
By resolution passed by a majority of the whole Board, to
designate one (1) or more committees, each committee to
consist of one or more of the Directors of the Corporation,
which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the
powers of the Board of Directors in the management of the
business and affairs of the Corporation. Such committee,
or as may be determined from time to time by resolution
adopted by the Board of Directors.
When and as authorized by the affirmative vote of the
stockholders holding stock entitling them to exercise at
least a majority of the voting power given at stockholders
meeting called for the purpose, or when authorized by the
written consent of the holders of at least a majority of
the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to
sell, lease, or exchange all of the property and assets of
the Corporation, including its good will and its corporate
franchises, upon such terms and conditions as its board of
Directors deems expedient and for the best interests of the
Corporation.
No shareholder-shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of
stock of the Corporation, whether now or hereafter
authorized, or any bonds, debentures or securities
convertible into stock, but such additional shares of stock
or other securities convertible into stock may be issued or
disposed of by the Board of Directors to such persons and
on such terms as in its discretion it shall deem advisable.
No director or officer of the Corporation shall be
personally liable to the Corporation or any of its
stockholders for damages for breach of fiduciary duty as a
director or officer involving any act or omission of any
such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the
liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) the payment of dividends
in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only,
and shall not adversely affect any limitation on the
personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statue, or by the Articles of Incorporation, and all rights
conferred upon Stockholders herein are granted subject to
this reservation.
/s/
Exhibit 2. Amendment to Articles of Incorporation.
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
OF
INTERNATIONAL CENTERFOLDS ON THE NET, INC.
The undersigned, being the President and Secretary of
INTERNATIONAL CENTERFOLDS ON THE NET, INC., a Nevada
Corporation, does hereby certify that by majority vote of
the Board of Directors and majority vote of the
stockholders at a meeting held on the 20th day of October,
1999, it was agreed by unanimous vote that this CERTIFICATE
AMENDING ARTICLES OF INCORPORATION be filed.
The undersigned further does certify that the original
Articles of Incorporation of INTERNATIONAL CENTERFOLDS ON
THE NET, INC., were filed with the Secretary of the State
of Nevada on the 11th day of July, 1996, herein is amended
to read as follows:
ARTICLE FIRST. The name of the corporation is:
GENETI CORP.
ARTICLE FOURTH
That the total number of authorized shares to be
issued by the Corporation is ONE HUNDRED MILLION
(100,000,000) common stock with a par value of ONE TENTH OF
A CENT ($0.001), and no other class of stock shall be
authorized.
The undersigned does hereby certify that they have on this
20th day of October, 1999, executed this Certificate
Amending the original Articles of Incorporation heretofore
filed with the Secretary of State of Nevada.
/s/ Daniel L. Hodges, President
/s/ Daniel L. Hodges, Secretary
Exhibit 3. Bylaws.
BYLAWS
OF
GENETI CORP.
(A NEVADA CORPORATION)
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of
the corporation, or at such other place or places as the
Directors shall, from time to time, determine.
2. The annual meeting of the shareholders of this
corporation shall be held once each year beginning in 1998,
or at such other time or place as the Board of Directors
shall appoint, at which time there shall be elected by the
shareholders of the corporation a Board of Directors for
the ensuing year, and the shareholders shall transact such
other business as shall properly come before them. If the
day fixed for the annual meeting shall be a legal holiday
such meeting shall be held on the next succeeding business
day.
3. A notice signed by any Officer of the corporation or by
any person designated by the Board of Directors, which sets
forth the place of the annual meeting, shall be personally
delivered to each of the shareholders of record, or mailed
postage prepaid, at the address as appears on the stock
book of the corporation, or if no such address appears in
the stock book of the corporation, to his last known
address, at least ten (10) days prior to the annual
meeting. Whenever any notice whatever is required to be
given under any article of these By-Laws, a waiver thereof
in writing, signed by the person or persons entitled to the
notice, whether before or after the time of the meeting of
the shareholders, shall be deemed equivalent to proper
notice.
4. A majority of the shares issued and outstanding, either
in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the shareholders.
5. If a quorum is not present at the annual meeting, the
shareholders present, in person or by proxy, may adjourn to
such future time as shall be agreed upon by them, and
notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10)
days before such date to which the meeting was adjourned;
but if a quorum is present, they may adjourn from day to
day as they see fit, and no notice of such adjournment need
be given.
6. Special meetings of the shareholders may be called at
anytime by the President; by all of the Directors provided
there are no more than three, or if more than three, by any
three Directors; or by the holder of a majority share of
the capital stock of the corporation. The Secretary shall
send a notice of such called meeting to each shareholder of
record at least ten (10) days before such meeting, and such
notice shall state the time and place of the meeting, and
the object thereof. No business shall be transacted at a
special meeting except as stated in the notice to the
shareholders, unless by unanimous consent of all
shareholders present, either in person or by proxy, all
such shares being represented at the meeting.
7. Each shareholder shall be entitled to one vote for each
share of stock in his own name on the books of the
corporation, whether represented in person or by proxy.
8. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation before or at
the time of the meeting.
9. The following order of business shall be observed at all
meetings of the shareholders so far as is practicable
a. Call the roll;
b. Reading, correcting, and approving of the minutes of the
previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. Unless otherwise provided by law, 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 to be taken, shall be signed by
all of the shareholders entitled to vote with respect to
the subject matter thereof.
11. The officer or agent having charge of the stock
transfer books for shares of the corporation, or the
corporation's transfer agent, shall make, at least ten (10)
days before each meeting of stockholders, a complete list
of the stockholders entitled to vote at such meeting, or
any adjournment thereof, arranged in alphabetical order,
with the addresses and 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 principle office of the
corporation and shall be subject to inspection by any
stockholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection
of any stockholder during the whole time of the meeting.
The original stock transfer book shall be prime facie
evidence as to who are the stockholders entitled to examine
such list or transfer books or to vote at the meeting of
stockholders.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by
the Board of Directors and shall be signed by the President
and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the
name of the person owning the shares represented thereby,
with the number of such shares and the date of issue shall
be entered on the company's books.
3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new
certificates issued to the purchaser or assignee.
4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty
of the corporation to issue a new certificate to the person
entitled thereto, and cancel the old certificate; every
such transfer shall be entered on the transfer book of the
corporation.
5. The corporation shall be entitled to treat the holder of
record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share on the part of
any other person whether or not it shall have express or
other notice thereof, except as expressly provided by the
laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1)
person shall be chosen annually by the shareholders at
their meeting to manage the affairs of the corporation.
The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death,
resignation or other causes shall be filled by the
remaining Director or Directors choosing a Director or
Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held
at the conclusion of the regular annual shareholders
meeting of each year beginning in 1998 at the office of the
company, or at such other time or place as the Board of
Directors shall appoint; special meetings may be called by
the President or any Director giving ten (10) days notice
to each Director. Special meetings may also be called by
execution of the appropriate waiver of notice and called
when executed by a majority of the Directors of the
company. A majority of the Directors shall constitute a
quorum.
4. The Directors shall have the general management and
control of the business and affairs of the corporation and
shall exercise all the powers that may be exercised or
performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such
management will be by equal vote of each member of the
Board of Directors with each Board member having an equal
vote.
5. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of
the Directors.
6. A resolution, in writing, signed by all or a majority of
the members of the Board of Directors, shall constitute
action by the Board of Directors to effect therein
expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and
it shall be the duty of the Secretary to record every such
resolution in the Minute Book of the corporation under its
proper date.
7. Any or all of the Directors may be removed for cause by
vote of the shareholders or by action of the Board.
Directors may be removed without cause only by vote of the
shareholders.
8. 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 or such Officer, and the acceptance of the
resignation shall not be necessary to make it effective.
9. A Director of the corporation who is present at a
meeting of the Directors at which action on any corporate
matter is taken shall be presumed to have assented to the
action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his 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 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.
ARTICLE IV OFFICERS
1. The Officers of this company shall consist of: a
President, one or more Vice Presidents, Secretary,
Treasurer, and such other officers as shall, from time to
time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the
Directors and the shareholders and shall have general
charge and control over the affairs of the corporation
subject to the Board of Directors. He shall sign or
countersign all certificates, contracts and other
instruments of the corporation as authorized by the Board
of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board
of Directors.
3. The VICE PRESIDENT shall exercise the functions of the
President during the absence or disability of the President
and shall have such powers and such duties as may be
assigned to him, from time to time, by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as
required by the By-Laws, shall keep a record of the minutes
of the proceedings of the meetings of the shareholders and
Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as
are incident to his office, or properly required of him by
the Board of Directors. He shall be responsible that the
corporation complies with Section 78.105 of the Nevada
Revised Statutes and supplies to the Nevada Resident Agent
or Registered Office in Nevada, any and all amendments to
the corporation's Articles of Incorporation and any and all
amendments or changes to the By-Laws of the corporation.
In compliance with Section 78.105, he will also supply to
the Nevada Resident Agent or Registered Office in Nevada,
and maintain, a current statement setting out the name of
the custodian of the stock ledger or duplicate stock
ledger, and the present and complete Post Office address,
including street and number, if any, where such stock
ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and
securities of the corporation and shall keep regular books
of account. He shall disburse the funds of the corporation
in payment of the just demands against the corporation, or
as may be ordered by the Board of Directors, making proper
vouchers for such disbursements and shall render to the
Board of Directors, from time to time, as may be required
of him, an account of all his transactions as Treasurer and
of the financial condition of the corporation. He shall
perform all duties incident to his office or which are
properly required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the
corporation's registered office in the State of Nevada,
upon whom process against the corporation may be served and
shall perform all duties required of him by statute.
7. The salaries of all Officers shall be fixed by the Board
of Directors and may be changed, from time to time, by a
majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1)
year or until their successors are chosen and qualified.
Officers may be re-elected or appointed for successive
annual terms.
9. The Board of Directors may appoint such other Officers
and Agents, as it shall deem necessary or expedient, who
shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined,
from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the
Directors may be removed by the Directors whenever in their
judgment the best interests of the corporation would be
served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by
the Directors for the unexpired portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
The corporation shall indemnify any and all of its
Directors and Officers, and its former Directors and
Officers, or any person who may have served at the
corporation's request as a Director or Officer of another
corporation in which it owns shares of capital stock or of
which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the defense
of any action, suit or proceeding in which they, or any of
them, are made parties, or a party, by reason of being or
having been Director(s) or Officer(s) of the corporation,
or of such other corporation, except, in relation to
matters as to which any such Director or Officer or former
Director or Officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification
shall not be deemed exclusive of any other rights to which
those indemnified may be entitled, under By-Law, agreement,
vote of shareholders or otherwise.
ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare, and the
corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by
law.
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder or Director of the
corporation under the provisions of these By-Laws or under
the provisions of the Articles of Incorporation, a waiver
thereof in writing, signed by the person or persons
entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of
such notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote
of the shareholders at any annual meeting or at any special
meeting called for that purpose.
2. The Board of Directors may amend the By-Laws or adopt
additional By-Laws, but shall not alter or repeal any By-
Laws adopted by the shareholders of the company.
CERTIFIED TO BE THE BY-LAWS OF:
Geneti Corp.
BY:
Signature of Officer: /s/ Daniel L. Hodges
President, Secretary and Director
1
1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's 1999 audited financial statements and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1998
<PERIOD-END> DEC-31-1999 DEC-31-1998
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 0 300
<BONDS> 0 0
0 0
0 0
<COMMON> 1000 1000
<OTHER-SE> (1000) (1300)
<TOTAL-LIABILITY-AND-EQUITY> 0 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 150 100
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (150) (100)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (150) (100)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
