UNITED STATES
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10SB12G
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Millennium Software, Inc.
Formerly "Legal Protection Services Inc."
(Exact name of registrant as specified in its charter)
Nevada 93-1206546
_________________________________ _______________________________
(State or other jurisdiction of (I.R.S. Employer identification
incorporation or organization) number)
2950 E. Flamingo, Suite. G, Las Vegas, Nevada 89121
(address of principal executive offices)
Issuer's Telephone Number: (702) 369-9614
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: n/a
Name of exchange on which each class is to be registered: n/a
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.004 per share
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1 - DESCRIPTION OF BUSINESS
THE COMPANY
Millennium Software, Inc. (the 'Company') was incorporated on February
20th, 1996 as ICS (9614), Inc., with the purpose of establishing a business that
offered consumers pre-paid legal services. On March 5, 1996, the Company
approved a name change to Legal Protection Services, Inc.
The Company was unable to find a suitable vendor to provide pre-paid legal
services, so the Company decided to re-focus its business efforts. In July 1997
the Company changed its name to Millennium Software, Inc., and formulated plans
to engage in the business of computer software marketing and distribution.
From July 1997 to the present, the Company has been successful in acquiring
rights to distribute three new software systems and User Guides. The Company
plans to promote these products on its internet website at www.mlnsoft.com.
during the first quarter of 2000.
METHODS OF DISTRIBUTION
The Company intends to use the Internet to market software products and
related User Guides. Consumers who decide to purchase the software may have the
software shipped via Internet download or by standard mail on CD-ROMs.
SUPPLIERS
The Company intends to copy, market and distribute software and User Guides
developed and supplied by Abacus Systems Ltd. Abacus Systems Ltd ('Abacus'),
is a private Bermuda company controlled by Anthony Bigwood, the President of the
Company. Abacus has 22 other shareholders, none of whom are related to the
President in any way. The Company has insufficient financial resources or
skilled personnel to undertake software development on its own. It has therefore
reached an agreement with Abacus whereby Abacus will develop financial software
at its own cost and will copy, reproduce, distribute and sub-license the
Software and User Guides (the 'Products') in return for payments of 10%
royalties of net revenue income received by the Company from sale of software
and Advanced User Guides, and a 5% royalty fee for the provision of technical
support to the Company. Abacus has reserved the right, in its sole discretion,
to terminate the licensing agreement in the event that any part of the royalty
and/or fee payments owed to Abacus become more than 120 days overdue. Abacus
will continue to be the exclusive development source of new software products
for the Company while the said licensing agreement is in effect.
The Company intends to engage in software development activities except for
the support and maintenance of its website. It intends to contract with Abacus
Systems Ltd for the design and development of additional software products to be
provided at Abacus expense. The Company will pay abacus 25% of net revenue
income received by the Company from sale of these future products.
PRODUCTS
Abacus completed development of three new software systems and User
Guides(the 'Products') on 15th November 1999. These Products will be promoted on
the Company's Internet site www.mlnsoft.com. The Products are designed to run on
personal computers. They provide personal and business users with computations
of financial data and information relating to bank accounts, loans and
mortgages.
COMPETITION
There exists a plethora of companies developing financial software, many of
which have established operation and greater financial resources than the
Company. The Software is unproven and completely new. There is no guarantee that
the President of the Company will continue to provide management or financial
support the Company. The Company has insufficient management resources and
personnel to compete effectively in either market. The Company is heavily
reliant on its President. There is a risk that the software may not appeal to
personal and business users. There is a risk of failure of the website to
perform properly.
SEASONALITY
The Company's proposed business is not affected by a seasonal trend.
EMPLOYEES
The Company has no full-time employees at this time, however, the President
and Secretary of the Company work for and on behalf of the Company part-time
without paid remuneration at present.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
GENERAL
The business objective of the Company during the period from
incorporation until July 1997 was to acquire a small growth company in the
network marketing legal services provision sector.
The search for a suitable company continued for 15 months, during which
time discussions were held with several firms. The Company's investigations
failed to find a suitable acquisition candidate and the search in the network
legal services area was discontinued in July 1997.
In 1998, the Company requested the President to develop a business strategy
to enter the fast growing Internet business sector. Several business models of
Internet companies were examined and it was concluded that Internet marketing
software products was potentially promising opportunity. The Company's current
business objectives are to market and distribute Windows 95/98 financial
software products through the Internet.
Early in 2000, the Company intends to launch the new family of software
products "Check My 2000" developed by Abacus Systems ltd., to be sold through
the Company's Internet website www.mlnsoft.com. The Company may be assisted in
its order processing, credit card processing and delivery of product through a
distribution agreement signed with Digital River, Inc., which will facilitate
all these product delivery functions.
Y2K ISSUES
The Company recognizes that undetermined risks may arise when computer
clocks move forward to January 1st, 2000. The Company has no guarantees that the
Company's bankers will be capable of handing financial transactions on behalf of
the Company or that the Internet servers which support the Company's website
will continue to perform according to standard performance criteria. The
Company posses computer equipment used for e-mails, word processing and
financial record keeping. All company records will be backed up onto media
separate from these computers prior to December 31st, 1999 to minimize the risks
of data loss. The Company considers the risks to its internal operations to be
minimal. The Products developed by Abacus Systems Ltd., are fully Y2K compliant
and have been fully tested to be able to record financial data using a 4 digit
year format (i.e. January 1st, 2000).
ITEM 3 - DESCRIPTION OF PROPERTY
The Company does not own or lease any real property at this time but is
using, without charge, office facilities of its President located at 2277 Lawson
Avenue, West Vancouver, BC, Canada. The telephone number is 604-926-5236.
The Company has registered the web domain names www.mlnsoft.com to market
the software.
ITEM 4 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth, as of November 2,1999, the outstanding
shares of common stock of the company owned of record or beneficially by each
person who owned of record, or was known by the Company to own beneficially,
more than 5% of the Company's Common Stock, and the name and share holding of
each officer and director and all officers and directors as a group.
Title of
Class Name & Address Amount & Nature % of class
of beneficial owner of beneficial owner
________________________________________________________________________________
Common A.M. Bigwood 3,022,375 59.37
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada
Common E.J. Bigwood
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada 1,022,375 20.08
CHANGES IN CONTROL
There are currently no arrangements that will result in a change in control
of the Company.
ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth certain information with respect to each of
the Directors, Executive Officers of the Company, their ages, and all positions
with the company.
Name Age Position
________________________________________________________________________________
Anthony M. Bigwood 60 President and Director
Address
Address
Elizabeth J. Bigwood 58 Secretary/Treasurer and Director
________________________________________________________________________________
Anthony Michael Bigwood B.Sc., PhD., MBA(Sloan). President and Director.
Age 60, British citizen. Dr. Bigwood was educated in Britain where he attended
the University of Bristol studying natural sciences. He continued his studies
after his degree to earn a Ph.D. He was recruited by Unilever as management
trainee and held several management positions in Unilevers' chemical division.
He joined the mining finance group Rio Tinto Zinc Corporation as a financial
management consultant and was appointed Director of RTZ Consultants Ltd. within
three years of joining the firm. Dr. Bigwood was selected as 'executive of the
year' by RTZ and selected to join the Sloan MBA Program at the London Business
School for one year where he studied banking, finance and management sciences.
On rejoining RTZ he became managing director of RTZ Computer Services, RTZ
Software and Rio Tinto Management Services (Toronto). He left RTZ to start his
own computer company which he ran successfully. He sold his shareholdings after
6 years. Thereafter Dr. Bigwood has continued to provide financial consulting
advisory services and has lead several negotiations with major banks to secure
financing for corporate acquisitions. Dr. Bigwood controls several private
companies including Abacus Corporation, Ltd., (Isle of Man, UK) and Abacus
Systems Ltd (Bermuda) and in addition is President of the following US
companies: Asia & Pacific Mining Ventures, Inc., Mid West Oil & Gas, Inc. and
General Audit Systems, Inc.
Elizabeth J. Bigwood MCSP., Company Secretary and director, age 58, British
citizen. Mrs. Bigwood was educated in Britain where she trained as a
physiotherapy nurse. She has worked in orthopedic hospitals and children
intensive care hospitals where she specialized in treating spinal deformities
and was responsible for running a special needs clinic for several years. She
has organizational and record keeping skills to which she applies to the
maintenance of company records.
FAMILY RELATIONSHIPS
Anthony M. Bigwood, President and Director, and Elizabeth J. Bigwood,
Secretary/Treasurer and director, are husband and wife.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
To the best of management's knowledge, during the past five years, no
present or former director or executive officer of the company:
(1) Has filed a petition under federal bankruptcy laws or any state insolvency
law, and a receiver, fiscal agent or similar officer appointed by court for the
business or property or such person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer at or
within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named the subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from otherwise limiting his involvement
in any type of business, securities or banking activities; or
(4) Was found by a court of competent jurisdiction in a civil action, by the
Securities and Exchange Commodity Futures Trading Commission to have violated
any federal or state securities law.
ITEM 6 - EXECUTIVE COMPENSATION
Any compensation received by officers or directors of the Company will be
determined from time to time by the Board of Directors. The company is currently
developing a new Internet business venture and has not paid any salaries or
executive compensation. The executive officers and directors will not
receive compensation until operations commence.
Stock Options - The Company granted 300,000 options (the 'Options') on common
shares to the President at an exercise price of $.01 per share on November 22,
1999. The terms of the Options are payment in cash within a 3 year period ending
November 21st, 2002, after which date any outstanding Options will be cancelled.
The value of share holders equity based on the financial statements prepared by
the Company's auditors was -0.01 (negative) per share on September 30, 1999.
ITEM 7 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Each of the officers and directors of the Company are engaged in other
businesses, either individually or through partnerships and corporations in
which they have an interest, hold an office or serve on boards of directors.
Certain conflicts of interest may arise between the Company and its officers and
directors.
The Company will attempt to resolve any such conflicts of interest in favor
of the Company. The officers and directors of the company are accountable to it
and its shareholders as fiduciaries, which requires that such officers and
directors exercise good faith and integrity in handling the Company's affairs. A
Shareholder may be able to institute legal action on behalf of the Company or on
behalf of itself and all other similarly situated shareholders to recover
damages or for other relief in cases of the resolution of conflicts in any
manner prejudicial to the Company.
Abacus Systems Ltd ('Abacus'), is a private Bermuda company controlled by
Anthony Bigwood, the President of the Company. Abacus has 22 other shareholders,
none of whom are related to the President in any way. The Company has
insufficient financial resources or skilled personnel to undertake software
development on its own. It has therefore reached an agreement with Abacus
whereby Abacus will develop financial software at its own cost and will copy,
reproduce, distribute and sub-license the Software and User Guides (the
'Products') in return for payments of 10% royalties of net revenue income
received by the Company from sale of software and Advanced User Guides, and a 5%
royalty fee for the provision of technical support to the Company. Abacus has
reserved the right, in its sole discretion, to terminate the licensing agreement
in the event that any part of the royalty and/or fee payments owed to Abacus
become more than 120 days overdue. Abacus will continue to be the exclusive
development source of new software products for the Company while the said
licensing agreement is in effect.
The Company intends to engage in software development activities except for
the support and maintenance of its website. It intends to contract with Abacus
Systems Ltd for the design and development of additional software products to be
provided at Abacus expense. The Company will pay abacus 25% of net revenue
income received by the Company from sale of these future products.
In August of 1997 the Company approved a private placement of shares to
Asia Pacific Mining (Bermuda) Ltd., which is controlled by the Company
President. (Note: Asia Pacific Mining (Bermuda) changed its name to Abacus
Systems Ltd., in 1999). 1,180,500 shares at $.05 each were issued to raise
$59,250.
The Company issued 3,000,000 shares, in September 1999, to the President,
Dr. A. M. Bigwood (2,000,000 shares) and Abacus Systems Ltd (1,000,000), a
company controlled by the President, at $0.01 per share as compensation for
$30,000 owed by the Company to the President, previously provided as a
shareholder loan. The Company reduced the amount owed to the President by a
corresponding $30,000.
The Company issued 50,000 shares, in lieu of monetary compensation, to
General Audit Systems, Inc., a Company controlled by the President, for payment
by General Audit Systems, Inc., on behalf of the Company, of $500 in October
1999 for expenses.
The Company granted 300,000 options (the 'Options') on common shares to the
President at an exercise price of $.01 per share on November 22, 1999. The terms
of the Options are payment in cash within a 3 year period ending November 21st,
2002, after which date any outstanding Options will be cancelled. The value of
share holders equity based on the financial statements prepared by the Company's
auditors was -0.01 (negative) per share on September 30, 1999.
ITEM 8 - LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceeding and, to
the best of its knowledge, no such action by or against the Company has been
threatened. None of the Company's officers, directors, or beneficial owners of
5% or more of the Company's outstanding securities is a party adverse to the
Company nor do any of the foregoing individuals have a material interest adverse
to the Company.
ITEM 9 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTER
The Company's common stock is currently trading on the OTC bulletin board
under the symbol 'MLNS'. According to America Online, the stock sold as follows:
Date Volume High/Ask Low/Bid Close
- --------- ----------- ------------- ------------ ---------
12/5/97 10,200 .60 .25 .25
7/31/98 14,500 .40 .20 .40
9/30/98 1,000 .30 .30 .30
12/31/98 2,000 .30 .03 .05
3/31/99 3,800 .75 .365 .75
6/30/99 800 .875 .50 .50
9/30/99 3,674 .9375 .365 .365
These quotations are over-the-counter quotations and reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent
actual transactions.
The Company's transfer agent, Interwest Transfer of Salt Lake City, Utah,
confirms that as of 11/4/99, there are approximately 82 shareholders of record.
DIVIDENDS
To date, the Company has not paid any dividends on its common stock. The
payment of dividends by the Company, if any in the future, rests within the
discretion of its Board of Directors and will depend among other things,
upon the Company's earning, its capital requirements and its financial
condition, as well as other relevant factors.
ITEM 10 - RECENT SALE OF UNREGISTERED SECURITIES
In August of 1997 the Company approved a private placement of shares to
Asia Pacific Mining (Bermuda) Ltd., which is controlled by the Company
President. (Note: Asia Pacific Mining (Bermuda) changed its name to Abacus
Systems Ltd., in 1999). 1,180,500 shares at $.05 each were issued to raise
$59,250.
The Company issued 3,000,000 shares, in September 1999, to the President,
Dr. A. M. Bigwood (2,000,000 shares) and Abacus Systems Ltd (1,000,000), a
company controlled by the President, at $0.01 per share as compensation for
$30,000 owed by the Company to the President, previously provided as a
shareholder loan. The Company reduced the amount owed to the President by a
corresponding $30,000.
The Company issued 50,000 shares, in lieu of monetary compensation, to
General Audit Systems, Inc., a Company controlled by the President, for payment
by General Audit Systems, Inc., on behalf of the Company, of $500 in October
1999 for expenses.
1,000 shares were issued to other parties during 1999 for provision of
software development services amounting to $10.
5,000 shares were issued by Private Placement to other parties during 1999
for $50 cash.
All of the above mentioned shares were offered pursuant to an exemption from
registration under Regulation D Rule 504.
ITEM 11 - Description of Securities
The authorized capital stock of the Company consists of 25,000,000 Shares
of Common Stock. The holders of Common Stock (i) have equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution or winding up of affairs
of the Company; (iii) do not have preemptive subscription or conversion rights
and there are no redemption or sinking fund applicable thereto; and (iv) are
entitled to one non-cumulative vote per share, on all matters which shareholders
may vote on at all meetings of shareholders.
NON-CUMULATIVE VOTING
Holders of Shares of Common Stock of the Company do not have cumulative
voting rights which means that the holders of more than 50% of such outstanding
Shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
Shares will not be able to elect any of the Company's directors.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
A. Indemnification provided by statute:
Officers and Directors maybe indemnified by the Company for any liability
incurred by them while acting within the scope of their duties as Officers and
Directors of the Company, except for acts of intentional misconduct. As of the
date hereof, the Company has no contracts in effect providing any indemnity with
any specific rights of indemnification although the Company's bylaws authorize
its Board of Directors to enter into and deliver such contracts to provide an
indemnity with specific rights of indemnification in addition to the rights
provided in the Articles and Bylaws to the fullest extent provided under Nevada
law. The Company has no special insurance against liability although the
Company's bylaws provide that the Company may, unless prohibited by Nevada law,
maintain such insurance. The Company has been advised that, in the opinion of
the Securities and Exchange Commission, such indemnification is against public
policy, and is unenforceable.
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(Unaudited)
<PAGE>
TABLE OF CONTENTS
Page Number
____________
ACCOUNTANT'S REPORT...................................................1
FINANCIAL STATEMENT:
Balance Sheet....................................................2
Statement of Operations and Deficit
Accumulated during the develop stage............................3
Statement of changes in stockholders' equity.....................4
Statement of cash flows......................................... 5
Notes to the financial statements................................6
<PAGE>
David E. Coffey 3615 E. Lindell Rd., Ste. A, Las Vegas, Nevada 89103
____________________________________________________________________________
Certified Public Accountant (702) 871-3979
To the Board of Directors and Stockholders
of Millennium Software, Inc.
Las Vegas, Nevada
I have compiled the balance sheet of Millennium Software, Inc. as of
September 30, 1999 and the related statements of operations, cash flows and
changes in stockholders' equity for the period ended in accordance with
Statement on Standards for Accounting and Review Services issued by the American
Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
/S/ David Coffey, C.P.A.
David Coffey, C.P.A.
November 18,1999
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
ASSETS
Cash $2,884
Organizational costs less accumulated
amortization of $717 283
Computers less accumulated
depreciation of $5,858 5,422
-----
Total Assets $ 8,589
=======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - stockholder $54,413
------
Total Liabilities $54,413
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.004 par value, issued and outstanding
5,091,000 shares $20,364
Additional paid-in capital $119,923
Deficit accumulated during
the development stage (186,111)
---------
Total Stockholders' Equity (45,824)
Total Liabilities and Stockholders' Equity $ 8,589
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD ENDED SEPTEMBER 30, 1999
(With Cumulative Figures From Inception)
(Unaudited)
Inception
Period ended Feb 20, 1996
Sept 30, 1999 To Date
-------------- --------------
Income $ 0 $ 0
---- ----
0
Expenses
Advertising 0 7,286
Amortization 150 717
Auto expenses 0 2,416
Computer supplies 10 3,985
Consulting 0 1,000
Depreciation 1,693 5,858
Internet Expenses 3,594 15,594
Legal and professional fees 10,000 52,489
Office supplies 447 4,802
Telephone 1,990 4,800
Travel, meals and lodging 30,159 87,164
------ ------
Total expenses 48,043 186,111
Net loss (48,043) $ (186,111)
=======
Deficit accumulated,
beginning of year (138,068)
-------
Deficit accumulated during
the development stage $ (186,111)
=======
Earnings (loss) per share
Assuming dilution:
Net loss $ (.02) $ (.11)
==== ====
Weighted average shares outstanding 2,376,333 1,745,916
========= =========
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM February 20, 1996 (Date of inception)
To September 30, 1999
(Unaudited)
Additional
Common Stock Paid-in
Shares Amount Capital Total
------ ------ ------- ------
Balance,
February 20, 1996 - $ - $ - $ -
Issuance of common
stock for services 1,000,000 1,000 0 1,000
Issuance of common
stock for cash:
March of 1996 1,000,000 1,000 0 1,000
May of 1996 1,418,000 1,418 69,482 70,900
Less offering cost 0 0 (22,198) (22,198)
Net loss 0 0 0 (36,787)
----------- ----- -------- --------
Balance,
December 31, 1996 3,418,000 3,418 47,284 13,915
Reverse stock
split 4 to 1 (2,263,500) 0 0 0
Issuance of common
stock for cash
August of 1997 1,180,500 4,722 54,303 59,025
Net loss 0 0 0 (95,614)
--------- ------ ------ --------
Balance,
December 31, 1997 2,035,000 8,140 101,587 (22,674)
Net loss 0 0 0 (5,667)
---------- ----- -------- --------
Balance,
December 31, 1998 2,035,000 8,140 101,587 (28,341)
Issuance of common
stock for cash:
June of 1999 5,000 20 30 50
September of 1999 3,050,000 12,200 18,300 30,500
Issuance of common
stock for services 1,000 4 6 10
Net loss 0 0 0 (48,043)
------- ----- ----- -------
Balance,
September 30, 1999 5,091,000 $ 20,364 $119,923 $ (45,824)
========== ======= ======= ========
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED September 30, 1999
(With Cumulative Figures From Inception)
(Unaudited)
Inception
Year ended Feb. 20, 1996
Sept. 30, 1999 To Date
--------------- ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (48,043) $ (186,111)
Noncash expenses included in net loss
Amortization 150 717
Depreciation 1,693 5,858
Increase in accounts payable 15,640 54,414
------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (30,560) (125,122)
CASH FLOWS USED BY INVESTING ACTIVITIES
Computers 0 11,281
--------- ---------
NET CASH USED BY
INVESTING ACTIVITIES 0 11,281
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 12,224 19,364
Additional Paid-In Capital 18,336 142,121
Less offering costs 0 (22,198)
-------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 30,560 139,287
-------- --------
NET INCREASE IN CASH 0 $ 2,884
======
CASH AT BEGINNING OF PERIOD 2,284
------
CASH AT END OF PERIOD $ 2,284
=========
Supplemental disclosures of cash flow information:
Issuance of common stock in exchange
for services $ 10 $ 1,010
===== =======
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 1999
NOTES TO THE FINANCIAL STATEMENTS
Millennium Software, Inc. (the Company) has elected
to omit substantially all footnotes to the financial
statements for the nine months ended September 30, 1999,
since there have been no material changes (other than
indicated in the other footnotes) to the information
previously reported by the Company in the audited financial
statements for the year ended December 31, 1998.
UNAUDITED INFORMATION
The information furnished herein was taken from the books
and records of the Company without audit. However, such
information reflects all adjustments which are, in the
opinion of management, necessary to properly reflect the
results of the period presented. The information presented
is not necessarily indicative of the results from operations
expected for the full fiscal year.
-6-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page Number
-------------
ACCOUNTANT'S REPORT ..............................................1
FINANCIAL STATEMENT:
Balance Sheet .................................................2
Statement of Operations and Deficit
Accumulated During the Development Stage......................3
Statement of Changes in Stockholder's Equity ..................4
Statement of Cash Flows .......................................5
Notes to the Financial Statements .............................6-7
<PAGE>
David E. Coffey 3615 E. Lindell Rd., Ste. A, Las Vegas, Nevada 89103
____________________________________________________________________________
Certified Public Accountant (702) 871-3979
To the Board of Directors and Stockholders
of Millennium Software, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Millennium Software, Inc.,
(a development stage company) as of December 31, 1998 and the related statements
of operations, cash flows and changes in stockholders' equity for the period
from February 20, 1996 (date of inception) to December 31, 1998. These financial
statements are the responsibility of Millennium Software, Inc.'s management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on 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.
I believe that my audit of the financial statements provide a reasonable basis
for my opinion.
In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Millennium Software, Inc. as of
December 31, 1998 and the results of operations, cash flows and changes in
stockholders' equity for the year then ended as well as the cumulative amounts
since inception in conformity with generally accepted accounting principles.
/s/David Coffey C.P.A.
David Coffey C.P.A.
November 18, 1999
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash $2,884
Organizational costs less accumulated
amortization of $717 433
Computers less accumulated
depreciation of $5,858 7,115
-----
Total Assets $ 10,432
=======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - stockholder $38,773
------
Total Liabilities $38,773
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.004 par value, issued and outstanding
2,035,000 shares 8,140
Additional paid-in capital 101,587
Deficit accumulated during
the development stage (138,068)
---------
Total Stockholders' Equity (28,341)
Total Liabilities and Stockholders' Equity $ 10,432
========
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE PERIOD ENDED December 31, 1998
(With Cumulative Figures From Inception)
Inception
Period ended Feb 20, 1996
Dec. 31, 1998 To Date
-------------- --------------
Income $ 0 $ 0
---- ----
0
Expenses
Advertising 0 7,286
Amortization 200 567
Auto expenses 0 2,416
Computer supplies 0 3,975
Consulting 0 1,000
Depreciation 2,111 4,165
Internet Expenses 0 12,000
Legal and professional fees 2,803 42,489
Office supplies 553 4,355
Telephone 0 2,810
Travel, meals and lodging 0 57,005
------ ------
Total expenses 5,667 138,068
Net loss (5,667) $ (138,068)
=======
Deficit accumulated,
beginning of year (132,401)
-------
Deficit accumulated during
the development stage $ (138,068)
=======
Earnings (loss) per share
Assuming dilution:
Net loss $ (.00) $ (.09)
==== ====
Weighted average shares outstanding 2,035,000 1,509,509
========= =========
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM February 20, 1996 (Date of inception)
To December 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
------ ------ ------- ------
Balance,
February 20, 1996 - $ - $ - $ -
Issuance of common
stock for services 1,000,000 1,000 0 1,000
Issuance of common
stock for cash:
March of 1996 1,000,000 1,000 0 1,000
May of 1996 1,418,000 1,418 69,482 70,900
Less offering cost 0 0 (22,198) (22,198)
Net loss 0 0 0 (36,787)
----------- ----- -------- --------
Balance,
December 31, 1996 3,418,000 3,418 47,284 13,915
Reverse stock
split 4 to 1 (2,563,500) 0 0 0
Issuance of common
stock for cash
August of 1997 1,180,500 4,722 54,303 59,025
Net loss 0 0 0 (95,614)
--------- ------ ------ --------
Balance,
December 31, 1997 2,035,000 8,140 101,587 (22,674)
Net loss 0 0 0 (5,667)
---------- ----- -------- --------
Balance,
December 31, 1998 2,035,000 8,140 101,587 (28,341)
========= ===== ========= ======
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED December 31, 1998
(With Cumulative Figures From Inception)
Inception
Year ended Feb. 20, 1996
Dec. 31, 1998 To Date
--------------- ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (5,667) $ (138,068)
Noncash expenses included in net loss
Amortization 200 567
Depreciation 2,111 4,165
Increase in accounts payable 1,011 38,774
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (2,345) (94,562)
CASH FLOWS USED BY INVESTING ACTIVITIES
Computers 0 11,281
--------- ---------
NET CASH USED BY
INVESTING ACTIVITIES 0 11,281
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 7,140
Additional Paid-In Capital 0 123,785
Less offering costs 0 (22,198)
-------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 108,727
-------- --------
NET INCREASE IN CASH (2,345) $ 2,884
======
CASH AT BEGINNING OF PERIOD 5,229
------
CASH AT END OF PERIOD $ 2,884
=========
Supplemental disclosures of cash flow information:
Issuance of common stock in exchange
for services $ 1,000
=======
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on February 20, 1996 under the laws of
the state of Nevada. The original business purpose of organizing,
marketing and selling pre-paid legal services. This business purpose
was changed in July of 1997 when the Company changed its name to
Millennium Software, Inc. The new business purpose is to organize and
market global software and internet services.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60 months.
NOTE C COMPUTER EQUIPMENT
Computer equipment is carried at cost. Expenditures for the
maintenance and repairs are charged against operations. Renewals and
betterments that materially extend the life of the asset are
capitalized. The expenditures for software development, maintenance
and the support of the internet web site are charged against
operations as incurred.
Depreciation of the equipment is provided using the straight-line
method over the estimated useful lives for both federal income taxes
and financial reporting.
NOTE D RELATED PARTY TRANSACTIONS
The Company has agreed to reimburse one of its stockholders monies
that they advanced on its behalf in the amount of $38,773 for
expenses advanced as of December 31, 1997. The Company issued to one
of its stockholders 1,000,000 shares of common stock in connection
with the formation of the Company. These services were valued at
$.001 per share or $1,000.
NOTE E COMPANY NAME CHANGE
On July 10, 1997, the directors and shareholders approved amending
the Articles of Incorporation in order to change the name of the
Corporation from 'Legal Protection Services' to 'Millennium Software,
Inc.'
-6-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1998
NOTE F REVERSE STOCK SPLIT
On July 10, 1997, the directors and shareholders approved amending
the Articles of Incorporation in order to provide for the reverse
split of four (4) shares of common stock into one (1) share of common
stock. After this reverse split, there were 6,250,000 authorized
shares of common stock with a $.004 par value instead of 25,000,000
authorized shares of common stock with a $.001 par value. After this
reverse split, there were 854,000 outstanding shares of common stock
instead of $3,418,000 shares of common stock. The record date of this
reverse stock split was July 30, 1997.
NOTE G INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY
On July 10, 1997, after the reverse stock split, there were 6,250,000
authorized shares of common stock with a $.004 par value. The
directors and shareholders authorized and approved an increase in the
share of common stock to $25,000,000 shares of $.004 par value.
NOTE H SALE OF COMMON STOCK
In March of 1996, the Company issued 1,000,000 shares of its common
stock for services rendered in connection with the formation of the
Company and 1,000,000 shares for cash of $1,000. In May of 1996, the
Company sold 1,418,000 shares of its common stock for $70,900 or $.05
per share. August of 1997, the Company sold 1,180,500 shares of its
common stock at $.05 per share. The proceeds of the sale will be used
for additional working capital.
NOTE I EARNING (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period. Diluted EPS is computed
by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and diluted
EPS are the same.
-7-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1997
<PAGE>
TABLE OF CONTENTS
Page Number
-------------
ACCOUNTANT'S REPORT ..............................................1
FINANCIAL STATEMENT:
Balance Sheet .................................................2
Statement of Operations and Deficit
Accumulated During the Development Stage......................3
Statement of Changes in Stockholder's Equity ..................4
Statement of Cash Flows .......................................5
Notes to the Financial Statements .............................6-7
<PAGE>
David E. Coffey 3615 E. Lindell Rd., Ste. A, Las Vegas, Nevada 89103
____________________________________________________________________________
Certified Public Accountant (702) 871-3979
To the Board of Directors and Stockholders
of Millennium Software, Inc.
(Formerly Legal Protection Services, Inc.)
Las Vegas, Nevada
I have audited the accompanying balance sheet of Millennium Software, Inc.,
(a development stage company) as of December 31, 1997 and the related statements
of operations, cash flows and changes in stockholders' equity for the period
from February 20, 1996 (date of inception) to December 31, 1997. These financial
statements are the responsibility of Millennium Software, Inc.'s management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on 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.
I believe that my audit of the financial statements provide a reasonable basis
for my opinion.
In my opinion, the accompanying financial statements present fairly, in all
material respects, the financial position of Millennium Software, Inc. as of
December 31, 1997 and the results of operations, cash flows and changes in
stockholders' equity for the year then ended as well as the cumulative amounts
since inception in conformity with generally accepted accounting principles.
/s/David Coffey C.P.A.
David Coffey C.P.A.
November 18, 1999
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Cash $5,229
Organizational costs less accumulated
amortization of $717 633
Computers less accumulated
depreciation of $5,858 9,227
-----
Total Assets $ 15,089
=======
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - stockholder $37,763
------
Total Liabilities $37,763
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.004 par value, issued and outstanding
2,035,000 shares 8,140
Additional paid-in capital 101,587
Deficit accumulated during
the development stage (132,401)
---------
Total Stockholders' Equity (22,674)
Total Liabilities and Stockholders' Equity $ 15,089
========
The accompanying notes are an integral part of
these financial statements.
-2-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED December 31, 1997
(With Cumulative Figures From Inception)
Inception
Year ended Feb 20, 1996
Dec. 31, 1997 To Date
-------------- --------------
Income $ 0 $ 0
---- ----
0
Expenses
Advertising 7,286 7,286
Amortization 200 367
Auto expenses 2,416 2,416
Computer supplies 2,397 3,975
Consulting 0 1,000
Depreciation 1027 2,054
Internet Expenses 12,000 12,000
Legal and professional fees 23,248 39,686
Office supplies 1,936 3,802
Telephone 2,810 2,810
Travel, meals and lodging 42,294 57,005
------ ------
Total expenses 95,614 132,401
Net loss (95,614) $ (132,401)
=======
Deficit accumulated,
beginning of year (36,787)
-------
Deficit accumulated during
the development stage $ (132,401)
=======
Earnings (loss) per share
Assuming dilution:
Net loss $ (.10) $ (.13)
==== ====
Weighted average shares outstanding 990,333 984,019
========= =========
The accompanying notes are an integral part of
these financial statements.
-3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM February 20, 1996 (Date of inception)
To December 31, 1997
Additional
Common Stock Paid-in
Shares Amount Capital Total
------ ------ ------- ------
Balance,
February 20, 1996 - $ - $ - $ -
Issuance of common
stock for services 1,000,000 1,000 0 1,000
Issuance of common
stock for cash:
March of 1996 1,000,000 1,000 0 1,000
May of 1996 1,418,000 1,418 69,482 70,900
Less offering cost 0 0 (22,198) (22,198)
Net loss 0 0 0 (36,787)
----------- ----- -------- --------
Balance,
December 31, 1996 3,418,000 3,418 47,284 13,915
Net Loss 0 0 0 (11,238)
Reverse stock
split 4 to 1 (2,563,500) 0 0 0
---------- ---- ---- -----
Balance
July 31, 1997 854,000 3,418 47,284 2,677
Issuance of common
stock for cash
August of 1997 1,180,500 4,722 54,303 59,025
Net loss 0 0 0 (84,376)
--------- ------ ------ --------
Balance,
December 31, 1997 2,035,000 8,140 101,587 (22,674)
Net loss 0 0 0 (5,667)
---------- ----- -------- --------
Balance,
December 31, 1998 2,035,000 8,140 101,587 (22,674)
========= ===== ========= ======
The accompanying notes are an integral part of
these financial statements.
-4-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED December 31, 1997
(With Cumulative Figures From Inception)
Inception
Year ended Feb. 20, 1996
Dec. 31, 1997 To Date
--------------- ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (95,614) $ (132,401)
Noncash expenses included in net loss
Amortization 200 567
Depreciation 1,027 2,054
Increase in accounts payable 38,365 37,763
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (56,022) (92,217)
CASH FLOWS USED BY INVESTING ACTIVITIES
Computers 6,146 11,281
--------- ---------
NET CASH USED BY
INVESTING ACTIVITIES 6,146 11,281
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 4,722 7,140
Additional Paid-In Capital 54,303 123,785
Less offering costs 0 (22,198)
-------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 59,025 108,727
------- --------
NET INCREASE IN CASH (3,143) $ 5,229
======
CASH AT BEGINNING OF PERIOD 8,372
------
CASH AT END OF PERIOD $ 5,229
=========
Supplemental disclosures of cash flow information:
Issuance of common stock in exchange
for services $ 1,000
=======
The accompanying notes are an integral part of
these financial statements.
-5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on February 20, 1996 under the laws of
the state of Nevada. The original business purpose of organizing,
marketing and selling pre-paid legal services. This business purpose
was changed in July of 1997 when the Company changed its name to
Millennium Software, Inc. The new business purpose is to organize and
market global software and internet services.
The Company will adopt accounting policies and procedures based upon
the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs are capitalized and amortized over 60 months.
NOTE C COMPUTER EQUIPMENT
Computer equipment is carried at cost. Expenditures for the
maintenance and repairs are charged against operations. Renewals and
betterments that materially extend the life of the asset are
capitalized. The expenditures for software development, maintenance
and the support of the internet web site are charged against
operations as incurred.
Depreciation of the equipment is provided using the straight-line
method over the estimated useful lives for both federal income taxes
and financial reporting.
NOTE D RELATED PARTY TRANSACTIONS
The Company has agreed to reimburse one of its stockholders monies
that they advanced on its behalf in the amount of $37,763 for
expenses advanced as of December 31, 1997. The Company issued to one
of its stockholders 1,000,000 shares of common stock in connection
with the formation of the Company. These services were valued at
$.001 per share or $1,000.
NOTE E COMPANY NAME CHANGE
On July 10, 1997, the directors and shareholders approved amending
the Articles of Incorporation in order to change the name of the
Corporation from 'Legal Protection Services' to 'Millennium Software,
Inc.'
-6-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE F REVERSE STOCK SPLIT
On July 10, 1997, the directors and shareholders approved amending
the Articles of Incorporation in order to provide for the reverse
split of four (4) shares of common stock into one (1) share of common
stock. After this reverse split, there were 6,250,000 authorized
shares of common stock with a $.004 par value instead of 25,000,000
authorized shares of common stock with a $.001 par value. After this
reverse split, there were 854,000 outstanding shares of common stock
instead of $3,418,000 shares of common stock. The record date of this
reverse stock split was July 30, 1997.
NOTE G INCREASE IN AUTHORIZED CAPITAL OF THE COMPANY
On July 10, 1997, after the reverse stock split, there were 6,250,000
authorized shares of common stock with a $.004 par value. The
directors and shareholders authorized and approved an increase in the
share of common stock to $25,000,000 shares of $.004 par value.
NOTE H SALE OF COMMON STOCK
In March of 1996, the Company issued 1,000,000 shares of its common
stock for services rendered in connection with the formation of the
Company and 1,000,000 shares for cash of $1,000. In May of 1996, the
Company sold 1,418,000 shares of its common stock for $70,900 or $.05
per share. August of 1997, the Company sold 1,180,500 shares of its
common stock at $.05 per share. The proceeds of the sale will be used
for additional working capital.
NOTE I EARNING (LOSS) PER SHARE
Basic EPS is determined using net income divided by the weighted
average shares outstanding during the period. Diluted EPS is computed
by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as
stock options, convertible securities or warrants, basic and diluted
EPS are the same.
-7-
<PAGE>
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Company has used Miller and Company as their independent accountant and
has not had any disagreements with said independent accountant.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) The Company's financial statements for the period from inception to
September 30, 1999 are included herein under Item 13 of this Registration
Statement.
(b) The following exhibits are furnished as required by Item 601 of Regulation
S-B.
Exhibit No. Description
3.0 Certificate of Incorporation of ICS (9614), Inc. consisting of Articles of
Incorporation filed with the Secretary of State of the State of Nevada on
February 20, 1996, filed with SEC in this Registration Statement;
Certificate of Amendment changing name to Legal Protection Services, Inc.
filed with the Secretary of State March 5, 1996. Additional Amendment
changing name to Millennium Software, Inc. filed with the Secretary of
State July 16, 1997.
3.1 By-Laws of ICS (9614), Inc., dated February 20, 1996, are attached hereto,
filed with SEC in this Registration Statement.
4.0 Common Stock certificate, filed with SEC in this Registration Statement.
27.0 Financial Data Schedule for the period ending 12/31/98, filed with the SEC
in this Registration Statement.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Millennium Software, Inc.
(Registrant)
Date: December 8, 1999 By: /S/ANTHONY M. BIGWOOD
--------------------------------
President and Director
CORPORATE CHARTER
I, Dean Heller, the duly elected and qualified Nevada Secretary of State, do
hereby certify that ICS (9614) did on the twentieth day of February, 1996 file
in this office the original Articles of Incorporation; that said Articles are
now on file and of record in the office of the Nevada Secretary of State, and
further, that said Articles contain all the provisions required by the law of
said State of Nevada.
IN WITNESS THEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, this 20th day of February, 1996.
/s/ Dean Heller
Secretary of State
by
/s/ Marlene McFall
Certification Clerk
[File stamped as follows: 'Filed in the office of the Secretary of State of the
State of Nevada February 20, 1996 No. 3613-96]
ARTICLES OF INCORPORATION
OF
ICS (9614) INC.
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a Corporation under and pursuant to the laws
of the State of Nevada, and we do hereby certify that:
ARTICLE I - NAME: The exact name of this Corporation is:
ICS (9614) Inc.
ARTICLE II - RESIDENT AGENT:
The Resident Agent of the Corporation is Max C. Tanner, Esq., The Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, Las Vegas, Nevada
89121.
ARTICLE III - DURATION: The Corporation shall have perpetual existence.
ARTICLE IV - PURPOSES: The purpose, object and nature of the business for which
this Corporation is organized are:
(a) To engage in any lawful activity;
(b) To carry on such business as may be necessary, convenient, or
desirable to accomplish the above purposes, and to do all other
things incidental thereto which are not forbidden by law or by these
Articles of Incorporation.
ARTICLE V - POWERS: The powers of the Corporation shall be those powers granted
by 78.060 and 78.070 of the Nevada Revised Statutes under which this corporation
is formed. In addition, the Corporation shall have the following specific
powers:
(a) To elect or appoint officers and agents of the Corporation and to fix
their compensation;
<PAGE>
(b) To act as an agent for any individual, association, partnership,
corporation or other legal entity;
(c) To receive, acquire, hold, exercise rights arising out of the
ownership or possession thereof, sell, or otherwise dispose of,
shares or other interests in, or obligations of, individuals,
associations, partnerships, corporations, or governments;
(d) To receive, acquire, hold, pledge, transfer, or otherwise dispose of
shares of the corporation, but such shares may only be purchased,
directly or indirectly, out of earned surplus;
(e) To make gifts or contributions for the public welfare or for
charitable, scientific or educational purposes, and in time of war,
to make donations in aid of war activities.
ARTICLE VI - CAPITAL STOCK:
Section 1. Authorized Shares. The total number of shares which this
Corporation is authorized to issue is 25,000,000 shares of Common Stock at
$.001 par value per share.
Section 2. Voting Rights of Shareholders. Each holder of the Common Stock
shall be entitled to one vote for each share of stock standing in his name
on the books of the Corporation.
Section 3. Consideration for Shares. The Common Stock shall be issued for
such consideration, as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the judgment of the Directors as to
the value of any property for shares shall be conclusive. When shares are
issued upon payment of the consideration fixed by the Board of Directors,
such shares shall be taken to be fully paid stock and shall be
non-assessable. The Articles shall not be amended in this particular.
Section 4. Pre-emptive Rights. Except as may otherwise be provided by the
Board of Directors, no holder of any shares of the stock of the
Corporation, shall have any preemptive right to purchase, subscribe for, or
otherwise acquire any shares of stock of the Corporation of any class now
or hereafter authorized, or any securities exchangeable for or convertible
into such shares, or any warrants or other instruments evidencing rights or
options to subscribe for, purchase, or otherwise acquire such shares.
Section 5. Stock Rights and Options. The Corporation shall have the power
to create and issue rights, warrants, or options entitling the holders
thereof to purchase from the corporation any shares of its capital stock of
any class or classes, upon such terms and conditions and at such times and
prices as the Board of Directors may provide, which terms and conditions
shall be incorporated in an instrument or instruments evidencing such
rights. In the absence of fraud, the judgment of the Directors as to the
adequacy of consideration for the issuance of such rights or options and
the sufficiency thereof shall be conclusive.
ARTICLE VII - ASSESSMENT OF STOCK: The capital stock of this Corporation, after
the amount of the subscription price has been fully paid in, shall not be
assessable for any purpose, and no stock issued as fully paid up shall ever be
assessable or assessed. The holders of such stock shall not be individually
responsible for the debts, contracts, or liabilities of the Corporation and
shall not be liable for assessments to restore impairments in the capital of the
Corporation.
ARTICLE VIII - DIRECTORS: For the management of the business, and for the
conduct of the affairs of the Corporation, and for the future definition,
limitation, and regulation of the powers of the Corporation and its directors
and shareholders, it is further provided:
Section 1. Size of Board. The members of the governing board of the
Corporation shall be styled directors. The number of directors of the
Corporation, their qualifications, terms of office, manner of election,
time and place of meeting, and powers and duties shall be such as are
prescribed by statute and in the by-laws of the Corporation. The name and
post office address of the directors constituting the first board of
directors, which shall be One (1) in number are:
NAME ADDRESS
Anthony Michael Bigwood 2277 Lawson Avenue
West Vancouver
B.C., Canada V7V 2E3
Section 2. Powers of Board. In furtherance and not in limitation of the
powers conferred by the laws of the State of Nevada, the Board of Directors
is expressly authorized and empowered:
(a) To make, alter, amend, and repeal the By-Laws subject to the power of
the shareholders to alter or repeal the By-Laws made by the Board of
Directors.
(b) Subject to the applicable provisions of the ByLaws then in effect, to
determine, from time to time, whether and to what extent, and at
what times and places, and under what conditions and regulations, the
accounts and books of the Corporation, or any of them, shall be open
to shareholder inspection. No shareholder shall have any right to
inspect any of the accounts, books or documents of the Corporation,
except as permitted by law, unless and until authorized to do so by
resolution of the Board of Directors or of the Shareholders of the
Corporation;
(c) To issue stock of the Corporation for money, property, services
rendered, labor performed, cash advanced, acquisitions for other
corporations or for any other assets of value in accordance with the
action of the board of directors without vote or consent of the
shareholders and the judgment of the board of directors as to value
received and in return therefore shall be conclusive and said stock,
when issued, shall be fully-paid and non-assessable.
(d) To authorize and issue, without shareholder consent, obligations of
the Corporation, secured and unsecured, under such terms and
conditions as the Board, in its sole discretion, may determine, and
to pledge or mortgage, as security therefore, any real or personal
property of the Corporation, including after-acquired property;
(e) To determine whether any and, if so, what part, of the earned surplus
of the Corporation shall be paid in dividends to the shareholders,
and to direct and determine other use and disposition of any such
earned surplus;
(f) To fix, from time to time, the amount of the profits of the
Corporation to be reserved as working capital or for any other lawful
purpose;
(g) To establish bonus, profit-sharing, stock option, or other types of
incentive compensation plans for the employees, including officers
and directors, of the Corporation, and to fix the amount of profits
to be shared or distributed, and to determine the persons to
participate in any such plans and the amount of their respective
participations.
(h) To designate, by resolution or resolutions passed by a majority of
the whole Board, one or more committees, each consisting of two or
more directors, which, to the extent permitted by law and authorized
by the resolution or the By-Laws, shall have and may exercise the
powers of the Board;
(i) To provide for the reasonable compensation of its own members by
By-Law, and to fix the terms and conditions upon which such
compensation will be paid;
(j) In addition to the powers and authority herein before, or by statute,
expressly conferred upon it, the Board of Directors may exercise all
such powers and do all such acts and things as may be exercised or
done by the corporation, subject, nevertheless, to the provisions of
the laws of the State of Nevada, of these Articles of Incorporation,
and of the By-Laws of the Corporation.
Section 3. Interested Directors. No contract or transaction between this
Corporation and any of its directors, or between this Corporation and any
other corporation, firm, association, or other legal entity shall be
invalidated by reason of the fact that the director of the Corporation has
a direct or indirect interest, pecuniary or otherwise, in such corporation,
firm, association, or legal entity, or because the interested director was
present at the meeting of the Board of Directors which acted upon or in
reference to such contract or transaction, or because he participated in
such action, provided that: (1) the interest of each such director shall
have been disclosed to or known by the Board and a disinterested majority
of the Board shall have nonetheless ratified and approved such contract or
transaction (such interested director or directors may be counted in
determining whether a quorum is present for the meeting at which such
ratification or approval is given); or (2) the conditions of N.R.S. 78.140
are met.
ARTICLE IX - LIMITATION OF LIABILITY OF OFFICERS OR DIRECTORS: The personal
liability of a director or officer of the corporation to the corporation or the
Shareholders for damages for breach of fiduciary duty as a director or officer
shall be limited to acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law.
ARTICLE X - INDEMNIFICATION: Each director and each officer of the corporation
may be indemnified by the corporation as follows:
(a) The corporation may indemnify any person who was or is a party, or
is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of
another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with the action, suit or proceeding, if
he acted in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the corporation and
with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any
action, suite or proceeding, by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent, does
not of itself create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with
respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.
(b) The corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of the corporation, to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses including amounts
paid in settlement and attorneys' fees actually and reasonably
incurred by him in connection with the defense or settlement of the
action or suit, if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of
the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals
there from, to be liable to the corporation or for amounts paid in
settlement to the corporation, unless and only to the extent that the
court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of
all the circumstances of the case the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in subsections (a) and
(b) of this Article, or in defense of any claim, issue or matter
therein, he
must be indemnified by the corporation against expenses, including
attorney's fees, actually and reasonably incurred by him in
connection with the defense.
(d) Any indemnification under subsections (a) and (b) unless ordered by a
court or advanced pursuant to subsection (e), must be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee
or agent is proper in the circumstances. The determination must be
made:
(i) By the stockholders;
(ii) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act,
suit or proceeding;
(iii) If a majority vote of a quorum consisting of directors who
were not parties to the act, suit or proceeding so orders,by
independent legal counsel in a written opinion; or
(iv) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by
independent legal counsel in a written opinion.
(e) Expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation
as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he is
not entitled to be indemnified by the corporation. The provisions of
this subsection do not affect any rights to advancement of expenses
to which corporate personnel other than directors or officers may be
entitled under any contract or otherwise by law.
(f) The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(i) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled
under the certificate or articles of incorporation or any
bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, for either an action in his official
capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered
by a court pursuant to subsection (b) or for the advancement of
expenses made pursuant to subsection (e) may not be made to or
on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was
material to the cause of action.
(ii) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
ARTICLE XI - PLACE OF MEETING; CORPORATE BOOKS: Subject to the laws of the
State of Nevada, the shareholders and the Directors shall have power to hold
their meetings, and the Directors shall have power to have an office or offices
and to maintain the books of the Corporation outside the State of Nevada, at
such place or places as may from time to time be designated in the By-Laws or by
appropriate resolution.
ARTICLE XII - AMENDMENT OF ARTICLES: The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in force may be added.
All rights herein conferred on the directors, officers and shareholders are
granted subject to this reservation.
ARTICLE XIII - INCORPORATOR: The name and address of the sole incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
1. Max C. Tanner 2950 East Flamingo Road, Suite G
Las Vegas, Nevada 89121
IN WITNESS WHEREOF, the undersigned incorporator has executed these
Articles of Incorporation this 12th day of February, 1996.
/s/ Max C. Tanner
---------------------
Max C. Tanner
STATE OF NEVADA )
)ss:
COUNTY OF CLARK )
On February 12, 1996, personally appeared before me, a Notary Public,Max C.
Tanner, who acknowledged to me that he executed the foregoing Articles of
Incorporation for ICS (9614) Inc., a Nevada corporation.
/s/ Ronald L. Drake
_____________________________
Notary Public
NOTARY PUBLIC
County of Clark - State of Nevada
Ronald L. Drake
My appointment expires May 5, 1999
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF ICS (9614) INC.
We, The Law Offices of Max C. Tanner, do hereby certify that on the 12th
day of February, 1996, we accepted the appointment as Resident Agent of the
above-entitled corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the principal office in this state is located at The Law
Offices of Max C. Tanner, 2950 East Flamingo Road, Suite G, City of Las Vegas
89121, County of Clark, State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand this 12th day of February,
1996.
THE LAW OFFICES OF MAX C. TANNER
By: /s/Max C. Tanner
Max C. Tanner, Esq.
Resident Agent
FILED in the office of the
Secretary of State of the
STATE OF NEVADA
MARCH 5, 1996
No. 3614-96
- -------------
/s/Dean Heller
Dean Heller
Secretary of State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
of
ICS (9614) INC.
Pursuant to NRS 78.380, the undersigned sole incorporator, Max
C. Tanner of ICS (9614) Inc., declares and certifies as follows:
1. Max C. Tanner is the sole incorporator of ICS (9614) Inc.
2. The original articles of incorporation of ICS (9614) Inc.
were filed on February 20, 1996 with the Nevada Secretary of State.
3. No partof the capital of ICS (9614) Inc. has been paid.
The Articles of Incorporation of ICS (9614) Inc. are hereby
amended as follows:
Article I - NAME: The exact name of the Corporation is:
Legal Protection Services Inc.
/s/Max C. Tanner
---------------------
Max C. Tanner, sole incorporator
STATE OF NEVADA )
) ss.
COUNTY OF CLARK )
On this 5th day of March, 1996, personally appeared before me, a
Notary Public, Max C. Tanner, sole incorporator of the above-
mentioned Corporation, who acknowledged that he executed the above
instrument.
/s/Ronald L. Drake
-------------------
Signature of Notary
NOTARY PUBLIC
County of Clark - State of Nevada
RONALD L. DRAKE
My appointment expires May 5, 1999
Received
March 5, 1996
FILED in the office of the
Secretary of State of the
STATE OF NEVADA
July 16, 1997
No. C3613-96
- -------------
/s/Dean Heller
Dean Heller
Secretary of State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
FOR
LEGAL PROTECTION SERVICES INC.
Pursuant to NRS 78.380, the undersigned President and
Secretary of Legal Protection Services Inc. do hereby certify:
That the following amendments to the articles of incorporation
were approved by the Sole Director of said corporation by written
consent in lieu of a special meeting of the Sole Director, dated
July 10, 1997, there being 3,418,000 shares authorized to vote and
2,567,000 shares having voted in favor of the amended articles.
1. Name change
Article I - NAME: The exact name of the Corporation is:
Millennium Software, Inc.
2. Change of Authorized Capital
After giving effect to a one for four (1 for 4) reverse stock
split of the common stock, the authorized common stock shall be
decreased from 25,000,000 shares, $.001 par value per share to
6,250,000 shares of common stock, $.004 par value per share, which
stock split and subsequent decrease in the number of authorized
shares shall be effective on July 31, 1997 pending approval from
the NASD. Any fractions created by the one for four (1 for 4)
reverse stock split, the authorized common stock shall be increased
from 6,250,000 shares of common stock, $.004 par value per share to
25,000,000 shares of common stock, $.004 par value per share, also
effective on July 31, 1997.
Accordingly,
Effective July 31, 1997, pending approval from the NASD,
Article VI, Section I, is hereby amended to read as follows:
Section 1. Authorized Shares. The total number of shares
which this Corporation is authorized to issue is 25,000,000 shares
of common stock, $.004 par value per share, after giving effect to
a one for four (1 for 4) reverse stock split and a subsequent
increase in the authorized shares of common stock.
This Certificate of Amendment of Articles of Incorporation may be
executed in two or more counterparts.
/s/Anthony M. Bigwood /s/ Elizabeth J. Bigwood
-------------------- ---------------------
Anthony M. Bigwood, President Elizabeth J. Bigwood, Secretary
<PAGE>
ACKNOWLEDGMENT
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On this 14th day of July, 1997, personally appeared before me,
a Notary Public, Anthony M. Bigwood, President of the above-
mentioned Corporation, who acknowledged that he executed the
Certificate of Amendment of the Articles of Incorporation of Legal
Protection Services.
/s/ Joy M. Russell
-------------------
Notary Public
JOY M. RUSSELL
NOTARY PUBLIC
#204-2403 Marine Drive
West Vancouver, B.C.
(604) 926-4450 V7V 1L3
My signature and seal are on record with the United States
Consulate in Vancouver, British Columbia, Canada.
ACKNOWLEDGMENT
PROVINCE OF BRITISH COLUMBIA )
) ss.
CITY OF VANCOUVER )
On this 14th day of July, 1997, personally appeared before me,
a Notary Public, Elizabeth J. Bigwood, Secretary of the above-
mentioned Corporation, who acknowledged that she executed the
Certificate of Amendment of the Articles of Incorporation of Legal
Protection Services.
/s/ Joy M. Russell
-------------------
Notary Public
JOY M. RUSSELL
NOTARY PUBLIC
#204-2403 Marine Drive
West Vancouver, B.C.
(604) 926-4450 V7V 1L3
My signature and seal are on record with the United States
Consulate in Vancouver, British Columbia, Canada.
BY-LAWS OF
ENTERTAINMENT LAND U.S.A. INCORPORATED
ARTICLE I
SHAREHOLDERS
Section 1.01 Annual Meeting. The annual meeting of the shareholders
shall be held at such date and time as shall be designated by the board of
directors and stated in the notice of the meeting or in a duly-executed waiver
of notice thereof. If the corporation shall fail to provide notice of the
annual meeting of the shareholders as set forth above, the annual meeting of
the shareholders of the corporation shall be held during the month of November
or December of each year as determined by the Board of Directors, for the
purpose of electing directors of the corporation to serve during the ensuing
year and for the transaction of such other business as may properly come
before the meeting. If the election of the directors is not held on the day
designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the president shall cause the election to be held at a
special meeting of the shareholders as soon thereafter as is convenient.
Section 1.02 Special Meetings. Special meetings of the shareholders may
be called by the president or the Board of Directors and shall be called by
the president at the written request of the holders of not less than 51% of
the issued and outstanding shares of capital stock of the corporation.
All business lawfully to be transacted by the shareholders may be transacted
at any special meeting at any adjournment thereof. However, no business shall
be acted upon at a special meeting, except that referred to in the notice
calling the meeting, unless all of the outstanding capital stock of the
corporation is represented either in person or by proxy. Where all of the
capital stock is represented, any lawful business may be transacted and the
meeting shall be valid for all purposes.
Section 1.03 Place of Meetings. Any meeting of the shareholders of the
corporation may be held at its principal office in the State of Nevada or such
other place in or out of the United States as the Board of Directors may
designate. A waiver of notice signed by the shareholders entitled to vote may
designate any place for the holding of such meeting.
Section 1.04 Notice of Meetings.
(a) The secretary shall sign and deliver to all shareholders
of record written or printed notice of any meeting at least ten (10) days, but
not more than sixty (60) days, before the date of such meeting; which notice
shall state the place, date and time of the meeting, the general nature of the
business to be transacted, and, in the case of any meeting at which directors
are to be elected, the names of nominees, if any, to be presented for
election.
(b) In the case of any meeting, any proper business may be
presented for action, except that the following items shall be valid only if
the general nature of the proposal is stated in the notice or written waiver
of notice:
(1) Action with respect to any contract or transaction
between the corporation and one or more of its directors or another firm,
association, or corporation in which one or more of its directors has a
material financial interest;
(2) Adoption of amendments to the Articles of
Incorporation; or
(3) Action with respect to the merger, consolidation,
reorganization, partial or complete liquidation, or dissolution of the
corporation.
(c) The notice shall be personally delivered or mailed by
first class mail to each shareholder of record at the last known address
thereof, as the same appears on the books of the corporation, and the giving
of such notice shall be deemed delivered the date the same is deposited in the
United States mail, postage prepaid. If the address of any shareholder does
not appear upon the books of the corporation, it will be sufficient to address
any notice to such shareholder at the principal office of the corporation.
(d) The written certificate of the person calling any
meeting, duly sworn, setting forth the substance of the notice, the time and
place the notice was mailed or personally delivered to the several
shareholders, and the addresses to which the notice was mailed shall be prima
facie evidence of the manner and fact of giving such notice.
Section 1.05 Waiver of Notice. If all of the shareholders of the
corporation shall waive notice of a meeting, no notice shall be required, and,
whenever all of the shareholders shall meet in person or by proxy, such
meeting shall be valid for all purposes without call or notice, and at such
meeting any corporate action may be taken.
Section 1.06 Determination of Shareholders of Record.
(a) The Board of Directors may at any time fix a future date
as a record date for the determination of the shareholders entitled to notice
of any meeting or to vote or entitled to receive payment of any dividend or
other distribution or allotment of any rights or entitled to exercise any
rights in respect of any other lawful action. The record date so fixed shall
not be more than sixty (60) days prior to the date of such meeting nor more
than sixty (60) days prior to any other action. When a record date is so
fixed, only shareholders of record on that date are entitled to notice of and
to vote at the meeting or to receive the dividend, distribution or allotment
of rights, or to exercise their rights, as the case may be, notwithstanding
any transfer of any shares on the books of the corporation after the record
date.
(b) If no record date is fixed by the Board of Directors, then
(1) the record date for determining shareholders entitled to notice of or to
vote at a meeting of shareholders shall be at the close of business on the
business day next preceding the day on which notice is given or, if notice is
waived, at the close of business on the day next preceding the day on which
the meeting is held; (2) the record date for determining shareholders entitled
to give consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
written consent is given; and (3) the record date for determining shareholders
for any other purpose shall be at the close of business on the day on which
the Board of Directors adopts the resolution relating thereto, or the sixtieth
(60th) day prior to the date of such other action, whichever is later.
Section 1.07 Quorum: Adjourned Meetings.
(a) At any meeting of the shareholders, a majority of the issued
and outstanding shares of the corporation represented in person or by proxy,
shall constitute a quorum.
(b) If less than a majority of the issued and outstanding shares
are represented, a majority of shares so represented may adjourn from time to
time at the meeting, until holders of the amount of stock required to
constitute a quorum shall be in attendance. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might
have been transacted as originally called. When a shareholders' meeting is
adjourned to another time or place, notice need not be given of the adjourned
meeting if the time and place thereof are announced at the meeting at which
the adjournment is taken, unless the adjournment is for more than ten (10)
days in which event notice thereof shall be given.
Section 1.08 Voting.
(a) Each shareholder of record, such shareholder's duly
authorized proxy or attorney-in-fact shall be entitled to one (1) vote for
each share of stock standing registered in such shareholder's name on the
books of the corporation on the record date.
(b) Except as otherwise provided herein, all votes with respect
to shares standing in the name of an individual on the record date (included
pledged shares) shall be cast only by that individual or such individual's
duly authorized proxy or attorney-in-fact. With respect to shares held by a
representative of the estate of a deceased shareholder, guardian, conservator,
custodian or trustee, votes may be cast by such holder upon proof of capacity,
even though the shares do not stand in the name of such holder. In the case
of shares under the control of a receiver, the receiver may cast votes carried
by such shares even though the shares do not stand in the name of the receiver
provided that the order of the court of competent jurisdiction which appoints
the receiver contains the authority to cast votes carried by such shares. If
shares stand in the name of a minor, votes may be cast only by the
duly-appointed guardian of the estate of such minor if such guardian has
provided the corporation with written notice and proof of such appointment.
(c) With respect to shares standing in the name of a corporation
on the record date, votes may be cast by such officer or agents as the by-laws
of such corporation prescribe or, in the absence of an applicable by-law
provision, by such person as may be appointed by resolution of the Board of
Directors of such corporation. In the event no person is so appointed, such
votes of the corporation may be cast by any person (including the officer
making the authorization) authorized to do so by the Chairman of the Board of
Directors, President or any Vice President of such corporation.
(d) Notwithstanding anything to the contrary herein contained,
no votes may be cast by shares owned by this corporation or its subsidiaries,
if any. If shares are held by this corporation or its subsidiaries, if any,
in a fiduciary capacity, no votes shall be cast with respect thereto on any
matter except to the extent that the beneficial owner thereof possesses and
exercises either a right to vote or to give the corporation holding the same
binding instructions on how to vote.
(e) With respect to shares standing in the name of two or more
persons, whether fiduciaries, members of a partnership, joint tenants, tenants
in common, husband and wife as community property, tenants by the entirety,
voting trustees, persons entitled to vote under a shareholder voting agreement
or otherwise and shares held by two or more persons (including proxy holders)
having the same fiduciary relationship respect in the same shares, votes may
be cast in the following manner:
(1) If only one such person votes, the votes of such person
binds all.
(2) If more than one person casts votes, the act of the majority
so voting binds all.
(3) If more than one person casts votes, but the vote is evenly
split on a particular matter, the votes shall be deemed cast proportionately
as split.
(f) Any holder of shares entitled to vote on any matter may cast
a portion of the votes in favor of such matter and refrain from casting the
remaining votes or cast the same against the proposal, except in the case of
elections of directors. If such holder entitled to vote fails to specify the
number of affirmative votes, it will be conclusively presumed that the holder
is casting affirmative votes with respect to all shares held.
(g) If a quorum is present, the affirmative vote of holders of
a majority of the shares represented at the meeting and entitled to vote on
any matter shall be the act of the shareholders, unless a vote of greater
number or voting by classes is required by the laws of the State of Nevada,
the Articles of Incorporation and these By-Laws.
Section 1.09 Proxies. At any meeting of shareholders, any holder of
shares entitled to vote may authorize another person or persons to vote by
proxy with respect to the shares held by an instrument in writing and
subscribed to by the holder of such shares entitled to vote. No proxy shall
be valid after the expiration of six (6) months from the date of execution
thereof, unless coupled with an interest or unless otherwise specified in the
proxy. In no event shall the term of a proxy exceed seven (7) years from the
date of its execution. Every proxy shall continue in full force and effect
until its expiration or revocation. Revocation may be effected by filing an
instrument revoking the same or a duly-executed proxy bearing a later date
with the secretary of the corporation.
Section 1.10 Order of Business. At the annual shareholders meeting, the
regular order of business shall be as follows:
(1) Determination of shareholders present and existence
of quorum;
(2) Reading and approval of the minutes of the previous
meeting or meetings;
(3) Reports of the Board of Directors, the president,
treasurer and secretary of the corporation, in the order named;
(4) Reports of committee;
(5) Election of directors;
(6) Unfinished business;
(7) New business;
(8) Adjournment.
Section 1.11 Absentees Consent to Meetings. Transactions of any meeting
of the shareholders are as valid as though had at a meeting duly-held after
regular call and notice if a quorum is present, either in person or by proxy,
and if, either before or after the meeting, each of the persons entitled to
vote, not present in person or by proxy (and those who, although present,
either object at the beginning of the meeting to the transaction of any
business because the meeting has not been lawfully called or convened or
expressly object at the meeting to the consideration of matters not included
in the notice which are legally required to be included therein), signs a
written waiver of notice and/or consent to the holding of the meeting or an
approval of the minutes thereof. All such waivers, consents, and approvals
shall be filed with the corporate records and made a part of the minutes of
the meeting. Attendance of a person at a meeting shall constitute a waiver of
notice of such meeting, except when the person objects at the beginning of the
meeting to the transaction of any business because the meeting is not lawfully
called or convened and except that attendance at a meeting is not a waiver of
any right to object to the consideration of matters not included in the notice
if such objection is expressly made at the beginning. Neither the business to
be transacted at nor the purpose of any regular or special meeting of
shareholders need be specified in any written waiver of notice, except as
otherwise provided in Section 1.04(b) of these By-Laws.
Section 1.12 Action Without Meeting. Any action which may be taken by
the vote of the shareholders at a meeting may be taken without a meeting if
consented to by the holders of a majority of the shares entitled to vote or
such greater proportion as may be required by the laws of the State of Nevada,
the Articles of Incorporation, or these ByLaws. Whenever action is taken by
written consent, a meeting of shareholders needs not be called or noticed.
ARTICLE II
DIRECTORS
Section 2.01 Number, Tenure and Qualification. Except as otherwise
provided herein, the Board of Directors of the corporation shall consist of at
least one (1) but no more than nine (9) persons, who shall be elected at the
annual meeting of the shareholders of the corporation and who shall hold
office for one (1) year or until their successors are elected and qualify.
Section 2.02 Resignation. Any director may resign effective upon giving
written notice to the chairman of the Board of Directors, the president, or
the secretary of the corporation, unless the notice specifies a later time for
effectiveness of such resignation. If the Board of Directors accepts the
resignation of a director tendered to take effect at a future date, the Board
or the shareholders may elect a successor to take office when the resignation
becomes effective.
Section 2.03 Reduction in Number. No reduction of the number of
directors shall have the effect of removing any director prior to the
expiration of his term of office.
Section 2.04 Removal.
(a) The Board of Directors or the shareholders of the
corporation, by a majority vote, may declare vacant the office of a director
who has been declared incompetent by an order of a court of competent
jurisdiction or convicted of a felony.
Section 2.05 Vacancies.
(a) A vacancy in the Board of Directors because of death,
resignation, removal, change in number of directors, or otherwise may be
filled by the shareholders at any regular or special meeting or any adjourned
meeting thereof or the remaining director(s) by the affirmative vote of a
majority thereof. A Board of Directors consisting of less than the maximum
number authorized in Section 2.01 of ARTICLE II constitutes vacancies on the
Board of Directors for purposes of this paragraph and may be filled as set
forth above including by the election of a majority of the remaining
directors. Each successor so elected shall hold office until the next annual
meeting of shareholders or until a successor shall have been duly-elected and
qualified.
(b) If, after the filling of any vacancy by the directors, the
directors then in office who have been elected by the shareholders shall
constitute less than a majority of the directors then in office, any holder or
holders of an aggregate of five percent (5%) or more of the total number of
shares entitled to vote may call a special meeting of shareholders to be held
to elect the entire Board of Directors. The term of office of any director
shall terminate upon such election of a successor.
Section 2.06 Regular Meetings. Immediately following the adjournment
of, and at the same place as, the annual meeting of the shareholders, the
Board of Directors, including directors newly elected, shall hold its annual
meeting without notice, other than this provision, to elect officers of the
corporation and to transact such further business as may be necessary or
appropriate. The Board of Directors may provide by resolution the place, date
and hour for holding additional regular meetings.
Section 2.07 Special Meetings. Special meetings of the Board of
Directors may be called by the chairman and shall be called by the chairman
upon the request of any two (2) directors or the president of the corporation.
Section 2.08 Place of Meetings. Any meeting of the directors of the
corporation may be held at its principal office in the State of Nevada, or at
such other place in or out of the United States as the Board of Directors may
designate. A waiver or notice signed by the directors may designate any place
for the holding of such meeting.
Section 2.09 Notice of Meetings. Except as otherwise provided in
Section 2.06, the chairman shall deliver to all directors written or printed
notice of any special meeting, at least three (3) days before the date of such
meeting, by delivery of such notice personally or mailing such notice first
class mail, or by telegram. If mailed, the notice shall be deemed delivered
two (2) business days following the date the same is deposited in the United
States mail, postage prepaid. Any director may waive notice of any meeting,
and the attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, unless such attendance is for the express purpose of
objecting to the transaction of business threat because the meeting is not
properly called or convened.
Section 2.10 Quorum: Adjourned Meetings.
(a) A majority of the Board of Directors in office shall
constitute a quorum.
(b) At any meeting of the Board of Directors where a quorum is not
present, a majority of those present may adjourn, from time to time, until a
quorum is present, and no notice of such adjournment shall be required. At
any adjourned meeting where a quorum is present, any business may be
transacted which could have been transacted at the meeting originally called.
Section 2.11 Action Without Meeting. Any action required or permitted
to be taken at any meeting of the Board of Directors or any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
of the members of the Board of Directors or of such committee. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or committee. Such action by written consent shall have
the same force and effect as the unanimous vote of the Board of Directors or
committee.
Section 2.12 Telephonic Meetings. Meetings of the Board of Directors
may be held through the use of a conference telephone or similar
communications equipment so long as all members participating in such meeting
can hear one another at the time of such meeting. Participation in such a
meeting constitutes presence in person at such meeting.
Section 2.13 Board Decisions. The affirmative vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
Section 2.14 Powers and Duties.
(a) Except as otherwise provided in the Articles of
Incorporation or the laws of the State of Nevada, the Board of Directors is
invested with the complete and unrestrained authority to manage the affairs of
the corporation, and is authorized to exercise for such purpose as the general
agent of the corporation, its entire corporate authority in such manner as it
sees fit. The Board of Directors may delegate any of its authority to manage,
control or conduct the current business of the corporation to any standing or
special committee or to any officer or agent and to appoint any persons to be
agents of the corporation with such powers, including the power to
sub-delegate, and upon such terms as may be deemed fit.
(b) The Board of Directors shall present to the shareholders at
annual meetings of the shareholders, and when called for by a majority vote of
the shareholders at a special meeting of the shareholders, a full and clear
statement of the condition of the corporation, and shall, at request, furnish
each of the shareholders with a true copy thereof.
(c) The Board of Directors, in its discretion, may submit any
contract or act for approval or ratification at any annual meeting of the
shareholders or any special meeting properly called for the purpose of
considering any such contract or act, provided a quorum is present. The
contract or act shall be valid and binding upon the corporation and upon all
the shareholders thereof, if approved and ratified by the affirmative vote of
a majority of the shareholders at such meeting.
(d) In furtherance and not in limitation of the powers conferred
by the laws of the State of Nevada, the Board of Directors is expressly
authorized and empowered to issue stock of the Corporation for money,
property, services rendered, labor performed, cash advanced, acquisitions for
other corporations or for any other assets of value in accordance with the
action of the Board of Directors without vote or consent of the shareholders
and the judgment of the Board of Directors as to the value received and in
return therefore shall be conclusive and said stock, when issued, shall be
fully-paid and non-assessable.
Section 2.15 Compensation. The directors shall be allowed and paid all
necessary expenses incurred in attending any meetings of the Board.
Section 2.16 Board Officers.
(a) At its annual meeting, the Board of Directors shall elect,
from among its members, a chairman to preside at the meetings of the Board of
Directors. The Board of Directors may also elect such other board officers
and for such term as it may, from time to time, determine advisable.
(b) Any vacancy in any board office because of death,
resignation, removal or otherwise may be filled by the Board of Directors for
the unexpired portion of the term of such office.
Section 2.17 Order of Business. The order of business at any meeting of
the Board of Directors shall be as follows:
(1) Determination of members present and existence of quorum;
(2) Reading and approval of the minutes of any previous meeting
or meetings;
(3) Reports of officers and committeemen;
(4) Election of officers;
(5) Unfinished business;
(6) New business;
(7) Adjournment.
ARTICLE III
OFFICERS
Section 3.01 Election. The Board of Directors, at its first meeting
following the annual meeting of shareholders, shall elect a president, a
secretary and a treasurer to hold office for one (1) year next coming and
until their successors are elected and qualify. Any person may hold two or
more offices. The Board of Directors may, from time to time, by resolution,
appoint one or more vice presidents, assistant secretaries, assistant
treasurers and transfer agents of the corporation as it may deem advisable;
prescribe their duties; and fix their compensation.
Section 3.02 Removal; Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed by it whenever, in its
judgment, the best interest of the corporation would be served thereby. Any
officer may resign at any time upon written notice to the corporation without
prejudice to the rights, if any, of the corporation under any contract to
which the resigning officer is a party.
Section 3.03 Vacancies. Any vacancy in any office because of death,
resignation, removal, or otherwise may be filled by the Board of Directors
for the unexpired portion of the term of such office.
Section 3.04 President. The president shall be the general manager and
executive officer of the corporation, subject to the supervision and control
of the Board of Directors, and shall direct the corporate affairs, with full
power to execute all resolutions and orders of the Board of Directors not
especially entrusted to some other officer of the corporation. The president
shall preside at all meetings of the shareholders and shall sign the
certificates of stock issued by the corporation, and shall perform such other
duties as shall be prescribed by the Board of Directors.
Unless otherwise ordered by the Board of Directors, the president shall
have full power and authority on behalf of the corporation to attend and to
act and to vote at any meetings of the shareholders of any corporation in
which the corporation may hold stock and, at any such meetings, shall possess
and may exercise any and all rights and powers incident to the ownership of
such stock. The Board of Directors, by resolution from time to time, may
confer like powers on any person or persons in place of the president to
represent the corporation for these purposes.
Section 3.05 Vice President. The Board of Directors may elect one or
more vice presidents who shall be vested with all the powers and perform all
the duties of the president whenever the president is absent or unable to act,
including the signing of the certificates of stock issued by the corporation,
and the vice president shall perform such other duties as shall be prescribed
by the Board of Directors.
Section 3.06 Secretary. The secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in books provided for
that purpose. The secretary shall attend to the giving and service of all
notices of the corporation, may sign with the president in the name of the
corporation all contracts authorized by the Board of Directors or appropriate
committee, shall have the custody of the corporate seal, shall affix the
corporate seal to all certificates of stock duly issued by the corporation,
shall have charge of stock certificate books, transfer books and stock
ledgers, and such other books and papers as the Board of Directors or
appropriate committee may direct, and shall, in general perform all duties
incident to the office of the secretary. All corporate books kept by the
secretary shall be open for examination by any director at any reasonable
time.
Section 3.07 Assistant Secretary. The Board of Directors may appoint an
assistant secretary who shall have such powers and perform such duties as may
be prescribed for him by the secretary of the corporation or by the Board of
Directors.
Section 3.08 Treasurer. The treasurer shall be the chief financial
officer of the corporation, subject to the supervision and control of the
Board of Directors, and shall have custody of all the funds and securities of
the corporation. When necessary or proper, the treasurer shall endorse on
behalf of the corporation for collection checks, notes and other obligations,
and shall deposit all monies to the credit of the corporation in such bank or
banks or other depository as the Board of Directors may designate, and shall
sign all receipts and vouchers for payments made by the corporation. Unless
otherwise specified by the Board of Directors, the treasurer shall sign with
the president all bills of exchange and promissory notes of the corporation,
shall also have the care and custody of the stocks, bonds, certificates,
vouchers, evidence of debts, securities and such other property belonging to
the corporation as the Board of Directors shall designate, and shall sign all
papers required by law, by these By-laws or by the Board of Directors to be
signed by the treasurer. The treasurer shall enter regularly in the books of
the corporation, to be kept for that purpose, full and accurate accounts of
all monies received and paid on account of the corporation and whenever
required by the Board of Directors, the treasurer shall render a statement of
any or all accounts. The treasurer shall at all reasonable times exhibit the
books of account to any directors of the corporation and shall perform all
acts incident to the position of treasurer subject to the control of the Board
of Directors. The treasurer shall, if required by the Board of Directors,give
a bond to the corporation in such sum and with such security as shall be
approved by the Board of Directors for the faithful performance of all the
duties of the treasurer and for restoration to the corporation in the event of
the treasurer's death, resignation, retirement, or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
Section 3.09 Assistant Treasurer. The Board of Directors may appoint an
assistant treasurer who shall have such powers and perform such duties as may
be prescribed by the treasurer of the corporation or by the Board of
Directors, and the Board of Directors may require the assistant treasurer to
give a bond to the corporation in such sum and with such security as it may
approve,for the faithful performance of the duties of assistant treasurer, and
for the restoration to the corporation, in the event of the assistant
treasurer's death, resignation, retirement or removal from office, of all
books, records, papers, vouchers, money and other property belonging to the
corporation. The expense of such bond shall be borne by the corporation.
ARTICLE IV
CAPITAL STOCK
Section 4.01 Issuance. Shares of capital stock of the corporation shall
be issued in such manner and at such times and upon such conditions as shall
be prescribed by the Board of Directors.
Section 4.02 Certificates. Ownership in the corporation shall be
evidenced by certificates for shares of stock in such form as shall be
prescribed by the Board of Directors, shall be under the seal of the
corporation and shall be signed by the president or the vice president and
also by the secretary or an assistant secretary. Each certificate shall
contain the name of the record holder, the number, designation, if any, class
or series of shares represented, a statement of summary of any applicable
rights, preferences, privileges, or restrictions thereon, and a statement that
the shares are assessable, if applicable. All certificates shall be
consecutively numbered. The name and address of the shareholder, the number
of shares, and the date of issue shall be entered on the stock transfer books
of the corporation.
Section 4.03 Surrender: Lost or Destroyed Certificates. All
certificates surrendered to the corporation, except those representing shares
of treasury stock, shall be canceled and no new certificates shall be issued
until the former certificate for a like number of shares shall have been
canceled, except that in case of a lost, stolen, destroyed or mutilated
certificate, a new one may be issued therefor. However, any shareholder
applying for the issuance of a stock certificate in lieu of one alleged to
have been lost, stolen, destroyed or mutilated shall, prior to the issuance of
a replacement, provide the corporation with his, her or its affidavit of the
facts surrounding the loss, theft, destruction or mutilation and an indemnity
bond in an amount and upon such terms as the treasurer, or the Board of
Directors, shall require. In no case shall the bond be in amount less than
twice the current market value of the stock and it shall indemnify the
corporation against any loss, damage, cost or inconvenience arising as a
consequence of the issuance of a replacement certificate.
Section 4.04 Replacement Certificate. When the Articles of
Incorporation are amended in any way affecting the statements contained in the
certificates for outstanding shares of capital stock of the corporation or it
becomes desirable for any reason, including, without limitation, the merger or
consolidation of the corporation with another corporation or the
reorganization of the corporation, to cancel any outstanding certificate for
shares and issue a new certificate therefor conforming to the rights of the
holder, the Board of Directors may order any holders of outstanding
certificates for shares to surrender and exchange the same for new
certificates within a reasonable time to be fixed by the Board of Directors.
The order may provide that a holder of any certificate(s) ordered to be
surrendered shall not be entitled to vote, receive dividends or exercise any
other rights of shareholders until the holder has complied with the order
provided that such order operates to suspend such rights only after notice and
until compliance.
Section 4.05 Transfer of Shares. No transfer of stock shall be valid as
against the corporation except on surrender and cancellation by the
certificate therefor, accompanied by an assignment or transfer by the
registered owner made either in person or under assignment. Whenever any
transfer shall be expressly made for collateral security and not absolutely,
the collateral nature of the transfer shall be reflected in the entry of
transfer on the books of the corporation.
Section 4.06 Transfer Agent. The Board of Directors may appoint one or
more transfer agents and registrars of transfer and may require all
certificates for shares of stock to bear the signature of such transfer agent
and such registrar of transfer.
Section 4.07 Stock Transfer Books. The stock transfer books shall be
closed for a period of ten (10) days prior to all meetings of the shareholders
and shall be closed for the payment of dividends as provided in Article V
hereof and during such periods as, from time to time, may be fixed by the
Board of Directors, and, during such periods, no stock shall be transferable.
Section 4.08 Miscellaneous. The Board of Directors shall have the power
and authority to make such rules and regulations not inconsistent herewith as
it may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.
ARTICLE V
DIVIDENDS
Section 5.01 Dividends may be declared, subject to the provisions of
the laws of the State of Nevada and the Articles of Incorporation, by the
Board of Directors at any regular or special meeting and may be paid in cash,
property, shares of corporate stock, or any other medium. The Board of
Directors may fix in advance a record date, as provided in Section 1.06 of
these By-laws, prior to the dividend payment for the purpose of determining
shareholders entitled to receive payment of any dividend. The Board of
Directors may close the stock transfer books for such purpose for a period of
not more than ten (10) days prior to the payment date of such dividend.
ARTICLE VI
OFFICES; RECORDS; REPORTS; SEAL AND FINANCIAL MATTERS
Section 6.01 Principal Office. The principal office of the corporation
in the State of Nevada shall be the Law Offices of Max C. Tanner, 2950 East
Flamingo Road, Suite G, Las Vegas, Nevada 89121, and the corporation may have
an office in any other state or territory as the Board of Directors may
designate.
Section 6.02 Records. The stock transfer books and a certified copy of
the By-laws, Articles of Incorporation, any amendments thereto, and the
minutes of the proceedings of the shareholders, the Board of Directors, and
committees of the Board of Directors shall be kept at the principal office of
the corporation for the inspection of all who have the right to see the same
and for the transfer of stock. All other books of the corporation shall be
kept at such places as may be prescribed by the Board of Directors.
Section 6.03 Financial Report on Request. Any shareholder or
shareholders holding at least five percent (5%) of the outstanding shares of
any class of stock may make a written request for an income statement of the
corporation for the three (3) month, six (6) month, or nine (9) month period
of the current fiscal year ended more than thirty (30) days prior to the date
of the request and a balance sheet of the corporation as of the end of such
period. In addition, if no annual report for the last fiscal year has been
sent to shareholders, such shareholder or shareholders may make a request for
a balance sheet as of the end of such fiscal year and an income statement and
statement of changes in financial position for such fiscal year. The
statement shall be delivered or mailed to the person making the request within
thirty (30) days thereafter. A copy of the statements shall be kept on file
in the principal office of the corporation for twelve (12) months, and such
copies shall be exhibited at all reasonable times to any shareholder demanding
an examination of them or a copy shall be mailed to each shareholder. Upon
request by any shareholder, there shall be mailed to the shareholder a copy of
the last annual, semiannual or quarterly income statement which it has
prepared and a balance sheet as of the end of the period. The financial
statements referred to in this Section 6.03 shall be accompanied by the report
thereon, if any, of any independent accountants engaged by the corporation or
the certificate of an authorized officer of the corporation that such
financial statements were prepared without audit from the books and records of
the corporation.
Section 6.04 Right of Inspection.
(a) The accounting books and records and minutes of proceedings
of the shareholders and the Board of Directors and committees of the Board of
Directors shall be open to inspection upon the written demand of any
shareholder or holder of a voting trust certificate at any reasonable time
during usual business hours for a purpose reasonably related to such holder's
interest as a shareholder or as the holder of such voting trust certificate.
This right of inspection shall extend to the records of the subsidiaries, if
any, of the corporation. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
(b) Every director shall have the absolute right at any
reasonable time to inspect and copy all books, records and documents of every
kind and to inspect the physical properties of the corporation and/or its
subsidiary corporations. Such inspection may be made in person or by agent or
attorney, and the right of inspection includes the right to copy and make
extracts.
Section 6.05 Corporate Seal. The Board of Directors may, by
resolution, authorize a seal, and the seal may be used by causing it, or a
facsimile, to be impressed or affixed or reproduced or otherwise. Except when
otherwise specifically provided herein, any officer of the corporation shall
have the authority to affix the seal to any document requiring it.
Section 6.06 Fiscal Year. The fiscal year-end of the corporation shall
be the calendar year or such other term as may be fixed by resolution of the
Board of Directors.
Section 6.07 Reserves. The Board of Directors may create, by
resolution, out of the earned surplus of the corporation such reserves as the
directors may, from time to time, in their discretion, think proper to provide
for contingencies, or to equalize dividends or to repair or maintain any
property of the corporation, or for such other purpose as the Board of
Directors may deem beneficial to the corporation, and the directors may modify
or abolish any such reserves in the manner in which they were created.
ARTICLE VII
INDEMNIFICATION
Section 7.01 Indemnification. The corporation shall, unless prohibited
by Nevada Law, indemnify any person (an "Indemnitee") who is or was involved
in any manner (including, without limitation, as a party or a witness) or is
threatened to be so involved in any threatened, pending or completed action
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative, including without limitation, any action, suit or proceeding
brought by or in the right of the corporation to procure a judgment in its
favor (collectively, a "Proceeding") by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other entity or enterprise, against all Expenses and Liabilities actually
and reasonably incurred by him in connection with such Proceeding. The right
to indemnification conferred in this Article shall be presumed to have been
relied upon by the directors, officers, employees and agents of the
corporation and shall be enforceable as a contract right and inure to the
benefit of heirs, executors and administrators of such individuals.
Section 7.02 Indemnification Contracts. The Board of Directors is
authorized on behalf of the corporation, to enter into, deliver and perform
agreements or other arrangements to provide any Indemnitee with specific
rights of indemnification in addition to the rights provided hereunder to the
fullest extent permitted by Nevada Law. Such agreements or arrangements may
provide (i) that the Expenses of officers and directors incurred in defending
a civil or criminal action, suit or proceeding, must be paid by the
corporation as they are incurred and in advance of the final disposition of
any such action, suit or proceeding provided that, if required by Nevada Law
at the time of such advance, the officer or director provides an undertaking
to repay such amounts if it is ultimately determined by a court of competent
jurisdiction that such individual is not entitled to be indemnified against
such expenses, (iii) that the Indemnitee shall be presumed to be entitled to
indemnification under this Article or such agreement or arrangement and the
corporation shall have the burden of proof to overcome that presumption, (iii)
for procedures to be followed by the corporation and the Indemnitee in making
any determination of entitlement to indemnification or for appeals therefrom
and (iv) for insurance or such other Financial Arrangements described in
Paragraph 7.02 of this Article, all as may be deemed appropriate by the Board
of Directors at the time of execution of such agreement or arrangement.
Section 7.03 Insurance and Financial Arrangements. The corporation may,
unless prohibited by Nevada Law, purchase and maintain insurance or make other
financial arrangements ("Financial Arrangements") on behalf of any Indemnitee
for any liability asserted against him and liability and expenses incurred by
him in his capacity as a director, officer, employee or agent, or arising out
of his status as such, whether or not the corporation has the authority to
indemnify him against such liability and expenses. Such other Financial
Arrangements may include (i) the creation of a trust fund, (ii) the
establishment of a program of self-insurance, (iii) the securing of the
corporation's obligation of indemnification by granting a security interest or
other lien on any assets of the corporation, or (iv) the establishment of a
letter of credit, guaranty or surety.
Section 7.04 Definitions. For purposes of this Article:
Expenses. The word "Expenses" shall be broadly construed and,
without limitation, means (i) all direct and indirect costs incurred, paid or
accrued, (ii) all attorneys' fees, retainers, court costs, transcripts, fees
of experts, witness fees, travel expenses, food and lodging expenses while
traveling, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service, freight or other transportation fees and expenses,
(iii) all other disbursements and out-of-pocket expenses, (iv) amounts paid in
settlement, to the extent permitted by Nevada Law, and (v) reasonable
compensation for time spent by the Indemnitee for which he is otherwise not
compensated by the corporation or any third party, actually and reasonably
incurred in connection with either the appearance at or investigation,
defense, settlement or appeal of a Proceeding or establishing or enforcing a
right to indemnification under any agreement or arrangement, this Article, the
Nevada Law or otherwise; provided, however, that "Expenses" shall not include
any judgments or fines or excise taxes or penalties imposed under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other excise
taxes or penalties.
Liabilities. "Liabilities" means liabilities of any type
whatsoever, including, but not limited to, judgments or fines, ERISA or other
excise taxes and penalties, and amounts paid in settlement.
Nevada Law. "Nevada Law" means Chapter 78 of the Nevada Revised
Statutes as amended and in effect from time to time or any successor or other
statutes of Nevada having similar import and effect.
This Article. "This Article" means Paragraphs 7.01 through 7.04 of
these bylaws or any portion of them.
Power of Stockholders. Paragraphs 7.01 through 7.04, including this
Paragraph, of these Bylaws may be amended by the stockholders only by vote of
the holders of sixty-six and two-thirds percent (66 2/3%) of the entire number
of shares of each class, voting separately, of the outstanding capital stock
of the corporation (even though the right of any class to vote is otherwise
restricted or denied); provided, however, no amendment or repeal of this
Article shall adversely affect any right of any Indemnitee existing at the
time such amendment or repeal becomes effective.
Power of Directors. Paragraphs 7.01 through 7.04 and this Paragraph
of these Bylaws may be amended or repealed by the Board of Directors only by
vote of eighty percent (80%) of the total number of Directors and the holders
of sixty-six and two-thirds percent (66 2/3) of the entire number of shares of
each class, voting separately, of the outstanding capital stock of the
corporation (even though the right of any class to vote is otherwise
restricted or denied); provided, however, no amendment or repeal of this
Article shall adversely affect any right of any Indemnitee existing at the
time such amendment or repeal becomes effective.
ARTICLE VIII
BY-LAWS
Section 8.01 Amendment. Amendments and changes of these By-Laws may be
made at any regular or special meeting of the Board of Directors by a vote of
not less than all of the entire Board, or may be made by a vote of, or a
consent in writing signed by the holders of a majority of the issued and
outstanding capital stock.
Section 8.02 Additional By-Laws. Additional by-laws not inconsistent
herewith may be adopted by the Board of Directors at any meeting of the Board
of Directors at which a quorum is present by an affirmative vote of a majority
of the directors present or by the unanimous consent of the Board of Directors
in accordance with Section 2.11 of these By-laws.
CERTIFICATION
I, the undersigned, being the sole Director of the Corporation,
do hereby certify that the foregoing By-laws were adopted on the 20th day of
February, 1996.
/s/Max C. Tanner
Max C. Tanner, Director
(in form of certificate, two sided)
INCORPORATED UNDER THE LAWS OF THE
STATE OF NEVADA
MILLENNIUM SOFTWARE, INC.
25,000,000 AUTHORIZED SHARES, $.004 PAR VALUE NON-ASSESSABLE
NUMBER _____________ SHARES ___________
CUSIP NO. 60036S 10 0
THIS CERTIFIES THAT
IS A RECORD HOLDER OF
Shares of Millennium Software, Inc. Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated
(seal as follows: MILLENNIUM SOFTWARE, INC. CORPORATE SEAL, NEVADA")
/s/Elizabeth J. Bigwood /s/Anthony M. Bigwood
SECRETARY PRESIDENT
Countersigned and Registered
SILVER STATE REGISTRAR AND TRANSFER CORP.
P.O. BOX 17985
SALT LAKE CITY, UT 84117
By: _______________________________
AUTHORIZED SIGNATURE
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT --Custodian--
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _________________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _______________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
___________________________________
_____________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OR ASSIGNEE)
______________________________________________________________________________
______________________________________________________________________________
________________________________________________________________________Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint____________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated___________________
______________________________________________________________________________
NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERNATION OR ENLARGEMENT OR ANY
CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A BANK, BROKER OR ANY OTHER
ELIGIBLE GUARANTOR INSTITUTION THAT IS AUTHORIZED TO DO SO UNDER THE SECURITIES
TRANSFER AGENTS MEDALLION PROGRAM (STAMP) UNDER RULES PROMULGATED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENT DATED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001100730
<NAME> MILLENNIUM SOFTWARE, INC.
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