UNITED STATES
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10SB12G/A
Amendment No.1
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 the Company will be licensed to copy, reproduce, distribute
and sub-license the Software and User Guides (the 'Products') in return for
payments to Abacus of 10% royalties of net revenue income received by the
Company from sale of software and 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 does not intend 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 15% 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. There are three software products; CheckMy Banking 2000,
CheckMy Loans 2000, and CheckMy Mortgage 2000. All three products are designed
for personal and small business users. The software runs on Windows 95 or 98
computer systems. CheckMy Banking 2000 provides an expansion product for users
of Quicken. Quicken (Copyright: Intuit, Inc., Mountain View) is the leading
software product for the easy and efficient organization of personal and small
business financial records. There are believed to be several million users of
Quicken worldwide. CheckMy Banking 2000 calculates bank charges, interest and
cleared and net balances, which Quicken does not.
CheckMy Banking 2000 contains routines which enable users of Quicken to
export account data directly into CheckMy Banking 2000. CheckMy Banking 2000
contains check clearing functions which calculate the cost of check clearing
delays. It organizes accounts into person and business use folders.
CheckMy Loans 2000 provides a new powerful personal loan management system.
The software updates monthly loan balances, interest due and paid amounts and
provides loan reports. It contains 25 software calculators for various 'what-if'
possibilities, such as calculating interest savings with loan consolidation,
savings arising from early loan repayments, higher monthly repayments. The
software checks lenders loan interest and loan terms and finds true values.
CheckMy Mortgage 2000 is a smart mortgage calculator which contains several
advanced new 'mortgager comparison' and forecasts of property value' features.
The software calculates mortgage amortization schedules, refinance balances and
total mortgage interest costs. The software provides 'compare mortgages' and
'refinance' sections which calculate alternative financial results from
different mortgages. The software is aimed at personal users who wish to keep
watch on their mortgage finances. Country settings screen allows users to select
US, Canadian, or UK mortgage calculations routines.
COMPETITION
CheckMy 2000 products intend to compete in the market for personal and
small business financial software. There exists a plethora of companies
developing financial software, many of which have established operations in this
market and have 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 for the
Company. The Company has insufficient management resources and personnel to
compete effectively in the personal and small business financial software
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.
The worldwide market for personal, and small business financial software
products which run on Windows 95 and 98 computer systems is extremely
competitive and there are many successful and well established products within
this market. We believe that CheckMy 2000 products are unique and different from
these existing financial products. They contain many new and advanced financial
calculations and reporting powers. The Directors expect to create a new market
niche in which CheckMy 2000 products will compete against current products.
SEASONALITY
The Company's proposed business may be affected by a seasonal trend, with
stronger sales in the run up to Christmas period.
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
PLAN OF OPERATION
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.
The Company has inadequate financial resources with which to enter the
market for personal financial software. Its cash balances at 30th September
1999 amounted to $2,884. The potential marketing expenses required to enter
the market for personal and business software substantially exceeds the
Companies current cash resources. The Company does not anticipate any cash
requirements for purchase of significant equipment over the next twelve
months. The Company may consider rasing additional capital to provide
working capital during the next twelve months. The Company is solely
reliant on the President of the Company continuing to provide interest free
loan finance to maintain the Company's day to day operations. The annual
operating expenses before marketing and advertising costs amount to
between $15,000 and $25,000 per annum. Development expenses of the website
mlnsoft.com have been paid for by the President in full. The Company has no
known liabilities. During the next twelve months any shortfall in cash
requirements may be provided through interest free loans provided to the
Company by the President, however this is not guaranteed. If the President
is unable to provide loan bridging finance, the Company may have to
discontinue its operations entirely.
The Company expects that income will be generated during the next
twelve months from the sale of CheckMy 2000 software products.
Approximately 40% of revenues will be re-invested in marketing expenses.
The agreement with Digital River provides for net revenues after deduction
of a 20% distribution payment to Digital River, to be paid 30 days after
the close of the payment month. The Company expects that cash requirement
for working capital will increase substantially as sales volume increases.
There are substantial uncertainties and risks involved with the
business plans of the Company, and added substantial uncertainties and risk
whether the Company's cash resources will be sufficient to meet the demands
placed on the Company. There is substantial uncertainty whether the Company
will be able to generate sufficient revenues to maintain its operations
over the next twelve months without additional capital raised or additional
interest free loans from the president.
There is expected to be no significant change in the number of employees
during the year 2000.
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).
To date, we have experienced no technology problems as a result of the Year
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 CheckMy 2000 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 (2) 3,022,375 (1) 59.37
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada
Common E.J. Bigwood (3)
2277 Lawson Avenue
West Vancouver
BC V7V 2E3 Canada 1,022,375 20.08
Common Officers and Directors
Combined 4,044,750 (1) 79.45
(1) The President currently has options to purchase an additional 300,000 shares
at $.01 which are exercisable until November 21, 2002
(2) Mr. Bigwood's spouse, E J Bigwood, owns 1,022,375 shares of common stock
(3) Mrs. Bigwood's spouse, A M Bigwood, owns 3,022,375 shares and options to buy
another 300,000 by November 21,2002
The President of the Company, Mr. Bigwood, is a beneficial owner of Abacus
Systems, Ltd which owns 668,000 shares of common stock. Mr Bigwood is also a
beneficial owner of Abacus Corporation, Ltd, which owns 1,326,750 shares of
common stock.
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
2277 Lawson Ave.
West Vancouver, BC
Canada V7V 3G3
Elizabeth J. Bigwood 58 Secretary/Treasurer and Director
2277 Lawson Ave.
West Vancouver, BC
Canada V7V 3G3
________________________________________________________________________________
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.
Our executive officers have served since February of 1996. A director's
term of office is ten (10) years, renewable by mutual consent. The next renewal
date is February 1st, 2006.
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 $.01 per share on November 22,
1999. The terms of the Options are payment in cash within a 3 year period ending
November 21st, 2002, after which date any outstanding Options will be cancelled.
The options can be converted into common shares upon full payment in cash. No
part payments are allowed. Any number of options may be converted at any time
within the three year period. Any and all options which remain unconverted to
common shares after November 21st, 2002 and the attached right to convert to
common shares will be cancelled.
The value of share holders equity based on the financial statements
prepared by the Company's auditors was -0.01 (negative) per share on September
30, 1999.
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
_______________________________________________________________________________
Number of Securities % of total
Underlying Options/SARs Options/SARs Execise/Base Exp.
Name Granted Granted in 1999 Price($/sh) Date
_______ ______________________ _______________ ___________ ________
Anthony Bigwood 300,000 100% $.01/sh 10/21/02
None of these options have been exercised with the last Fiscal Year End.
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 primary conflict of interest is the amount of time that the
officers are able to devote to the Company as opposed to their other business
ventures. As the Company begins to procure revenues, more time will be devoted
to the Company. Another possible conflict of interest could arise from the fact
that the Company President, Anthony Bigwood, also controls Abacus Systems, Ltd.,
which is the sole supplier of the software products that the Company markets. A
contract exists (attached hereto as exhibit No. 10) which specifies the
relationship and various responsibilities of each party in this matter.
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 The Company
will copy, reproduce, distribute and sub-license the Software and User Guides
(the 'Products') in return for payments to Abacus 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 15% 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 loan has been provided on an interest free basis,
repayable on demand as and when the financial situation of the Company makes it
possible to repay all or part of the said loan.
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
3/5/98 7,000 .60 .25 .27
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. 2500 shares were issued to Peter and Susan Cassidy of London,
Ontario, Canada. The other 2500 shares were issued to Mr. Steven Buist of
Hamilton, Ontario, Canada.
All of the above mentioned shares were offered pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.
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. At this time there are
approximately 5,091,000 shares outstanding.
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.
PENNY STOCK REGULATION
The Securities Exchange Commission (the 'SEC') has adopted rules that
regulate broker dealer practices in connection with transactions in 'penny
stocks.' Penny stocks generally are equity securities with a price of less than
$5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange system.) The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document prepared by the SEC that provides
information about penny stocks and the nature and level of risks in the penny
stock market. The broker-dealer also must provide the customer with bid and
offer quotations for the penny stock, the compensation of the broker-dealer and
its salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that prior to a transaction in a penny stock not
otherwise exempt from such rules, the broker-dealer must make a special written
determination that a penny stock is a suitable investment for the purchase and
receive the purchaser's written agreement to the transaction. These disclosure
requirements may have the effect of reducing the level of trading activity in
any secondary market for a stock that becomes subject to the penny stock rules.
The Company's common stock is subject to the penny stock rules, and accordingly,
investors in this Offering may find it difficult to sell their shares, if at
all.
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>
ITEM 13. Financial Statements
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 1999 and
SEPTEMBER 30,1998
<PAGE>
TABLE OF CONTENTS
Page Number
____________
FINANCIAL STATEMENT:
Independent Accountants Report...................................uR
Balance Sheet....................................................u1
Statement of Operations and Deficit
Accumulated during the develop stage............................u2
Statement of changes in stockholders' equity.....................u3
Statement of cash flows......................................... u4
Notes to the financial statements................................u5
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
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 September 30, 1999, and September 30, 1998,
and the related statements of operations, cash flows, and changes in
stockholder's equity for the period from February 20, 1996, (date of inception)
to September 30, 1999. These 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 a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides 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
September 30, 1999, and September 30, 1998, and the results of operations, cash
flows, and changes in stockholders' equity for the periods then ended, as well
as the cumulative period from February 20, 1996 in conformity with generally
accepted accounting principles.
/s/ David Coffey C.P.A.
David Coffey, C.P.A.
Las Vegas, Nevada
February 8, 2000
-uR-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
SEPTEMBER 30
-----------------------------
1999 1998
------------- -------------
ASSETS
Cash $2,884 $2,884
Computers less accumulated
depreciation of $5,858 and $3,637,
respectively 5,422 7,643
-------- ------
Total Assets $ 8,306 $10,527
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable - stockholder $54,413 $38,773
------ --------
Total Liabilities 54,413 38,773
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.004 par value, issued and outstanding
5,091,000 shares and 2,035,000 respectively $20,364 $ 8,140
Additional paid-in capital $119,923 101,587
Deficit accumulated during
the development stage (186,394) (137,973)
--------- ----------
Total Stockholders' Equity (46,107) (28,246)
Total Liabilities and Stockholders' Equity $ 8,306 $10,527
========= =========
The accompanying notes are an integral part of these financial statements.
-u1-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
(With Cumulative Figures From Inception)
(Unaudited)
Inception
Nine Months ended Feb 20, 1996
Sept 30, 1999 To Date
--------------- --------------
1999 1998
------------ ------------ ---------------
Income $ 0 $ 0 0
Expenses
Advertising 0 0 7,286
Organizational Exp. 0 633 1,000
Auto expenses 0 0 2,416
Computer supplies 10 0 3,985
Consulting 0 0 1,000
Depreciation 1,693 1,584 5,858
Internet Expenses 3,594 0 15,594
Legal and
professional fees 10,000 2,804 52,489
Office supplies 447 551 4,802
Telephone 1,990 0 4,800
Travel, meals and
lodging 30,159 0 87,164
------ ---------- ------
Total expenses 47,893 5,572 186,394
Net loss (48,893) (5,572) $ (186,394)
============
Retained Earnings,
beginning of period (138,501) (132,401)
--------- -----------
Deficit accumulated
duringthe development
stage $ (186,394) $ (137,973)
=========== ============
Earnings (loss) per share
Assuming dilution, after
giving effect to a 4 to 1
reverse split effective
July 31, 1997:
Net loss $ (.02) $ (.01) (.11)
========= ======== ========
Weighted average
shares outstanding 2,376,333 926,944 1,745,916
========== ========= ===========
The accompanying notes are an integral part of these financial statements.
-u2-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE 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 costs 0 0 (22,198) (22,198)
Less 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, July 31,1997 (2,563,500) 0 0 0
Issuance of common
stock for cash
August of 1997 1,180,500 4,722 54,303 59,025
Less net loss 0 0 0 (95,614)
--------- ------ ------ --------
Balance,
December 31, 1997 2,035,000 8,140 101,587 (22,674)
Less net loss 0 0 0 (5,572)
---------- ----- -------- --------
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, June 1999 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.
-u3-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
(With Cumulative Figures From Inception)
(Unaudited)
Inception
Nine Months ended Feb. 20, 1996
Sept. 30, To Date
------------- -------------
1999 1998
------------ --------- -------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net loss $ (47,893) $ (5,572) $ (186,394)
Noncash Items included
in net loss:
Organizational Cost for
Services 0 663 1,000
Depreciation 1,693 1,584 5,858
Increase in accounts payable 15,640 1,010 54,414
------- ----- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (30,560) (2,345) (125,122)
CASH FLOWS USED BY INVESTING ACTIVITIES
Computers 0 0 11,281
--------- --------- ---------
NET CASH USED BY
INVESTING ACTIVITIES 0 0 11,281
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 12,224 0 19,364
Additional Paid-In Capital 18,336 0 142,121
Less offering costs 0 0 (22,198)
-------- --------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 30,560 0 139,287
-------- -------- --------
NET INCREASE IN CASH 0 $ (2,345) 2,884
==========
CASH AT BEGINNING OF PERIOD 2,884 5,229
------ --------
CASH AT END OF PERIOD $ 2,884 $ 2,884
=========== ==========
The accompanying notes are an integral part of these financial statements.
-u4-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1999, and 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 as 'Legal Protection Services, Inc.' The business purpose was then to
sell prepaid legal services. On July 10, 1997, the shareholders approved a
change of name to Millennium Software, Inc.' The Company is still in the
development stage and has not generated any revenue from operations. The new
business purpose of the Company is to develop and market global software and
internet services.
The Company will adopt accounting policies and procedures based upon the nature
of future transactions.
NOTE B OFFERING COSTS
Offering costs are reported as a reduction in the amount of paid-in capital
received for sale of the shares.
NOTE C EARNINGS (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 stock options, convertible securities or warrants, basic and
diluted EPS are the same.
NOTE D STOCK OFFERINGS
In June of 1999, the Company completed the sale of 5,000 shares of its common
stock at $.10 per share for a total of $50. Also in June of 1999, the Company
issued 1,000 shares of its common stock at $.01 per share for a total of $50, in
exchange for services.
In September of 1999, the Company issued 3,050,000 shares of its common stock at
$.01 per share for a total of $30,500. The proceeds were to be used for working
capital.
NOTE E REVERSE STOCK SPLIT
On July 10, 1997, the shareholders approved a 4 for 1 reverse stock split to be
effective July 31, 1997.
-u5-
<PAGE>
MILLENNIUM SOFTWARE, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1998
<PAGE>
TABLE OF CONTENTS
Page Number
-------------
ACCOUNTANT'S REPORT ..............................................a1
FINANCIAL STATEMENT:
Balance Sheet .................................................a2
Statement of Operations and Deficit
Accumulated During the Development Stage......................a3
Statement of Changes in Stockholder's Equity ..................a4
Statement of Cash Flows .......................................5a
Notes to the Financial Statements .............................a6-a7
<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.
-a2-
<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.
-a3-
<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.
-a4-
<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.
-a5-
<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.'
-a6-
<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.
-a7-
<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 David E. Coffey, C.P.A. 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.
10.0 Licensing Agreement with Abacus Systems, Inc.
10.1 Distribution Agreement with Digital River, Inc.
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;
(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
<PAGE>
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
Millennium Software, Inc.
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
___________________________________
______________________________________________________________________________(P
LEASE 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.
Electronic Software Distribution Agreement
This agreement is made and entered into on March 8th,1999 by and between Digital
River, Inc., its successors or assigns, 9625 West 76th Street Eden Prairie,
Minnesota 55344 ('DR') and the Millennium Software,Inc registered office at 2950
East Flamingo Road, Suite G, Las Vegas, Nevada 89121 a corporation, hereafter
referred to as 'Vendor', with its principal office at 2277 Lawson Avenue, West
Vancouver BC V7V 2E3 Canada.
BACKGROUND
a. Vendor is the Owner of all rights (or has a license to sell) to the
Software as defined hereunder.
b. Vendor desires to enter into an Agreement with the DR to allow DR to
distribute the Software.
c. DR desires to obtain the right to distribute the Software.;
NOW THEREFORE, the parties hereby agree as follows:
1.DEFINITIONS
a. Software: the executable object code for the Vendor's software identified
on Exhibit A, including all subsequent versions thereof provided to the DR
pursuant to this Agreement.
b. Documentation: all computer readable and/or printed instructions, manuals
and other materials normally provided from time to time by Vendor to End
Users for use of the Software, and all subsequent versions thereof
provided to DR pursuant to this Agreement.
c. End-User License Agreement (EULA): the computer readable license agreement
provided by Vendor that governs the use of the Product by End Users, and
which is to be included with each copy of the Product sold by DR
hereunder.
d. DR Materials: computer readable materials provided by DR for inclusion in
an electronic package containing the Software, Documentation, and EULA,
which materials have been approved by Vendor.
e. Product: a copy of the Software, Documentation, EULA and DR Materials , if
any, packaged in computer readable form together for electronic delivery
on www.digitalriver.com (or equivalent) and/or in tangible packaged form
for delivery in accordance with this Agreement, as identified on Exhibit
A.
f. End User: person(s) or organization(s) that acquire a Product for use
rather than resale or distribution.
g. Vendor Trademarks: the trademarks, trade names and logos used by Vendor in
connection with the product.
h. Territory: all countries in the world except (i) countries to which export
or re-export of any Product, of the direct products of any Product is
prohibited by the United States law without first obtaining the permission
of the United States Office of Export Administration or its successors,
and (ii) countries that may be hereafter explicitly excluded pursuant to
the terms of this Agreement.
i. Dealer: person(s) or organization(s) that resell the Products.
j. Site: the Vendor's World Wide Web Site
k. Host Sales: sales of the Products originating from the Site.
l. Channel Sales: sales of the Product originating from a source other that
the Site.
Electronic Software Distribution Agreement
m. Transaction: the processing at one time of a payment made by an End User,
which processing of payment may include more than one (1) Product.
2. LICENSE
a. Vendor hereby grants DR, within the Territory, a license and right to:
1. Reproduce and distribute the Product in computer readable form to the
End Users and/or Dealers;
2. Package the Product in a computer readable form reasonably specified
by Vendor;
3. Utilize the Vendor Trademarks in connection with the replication of
the Product, packaging and distribution of the Product, in a manner
reasonably specified by Vendor; and
4. Distribute in tangible form the Product to the End Users and/or
Dealers.
b. DR acknowledges that the Software and Documentation are the property of
Vendor or its licensors and that DR has no rights in the foregoing except
for encryption software supplied by DR, if any, and those expressly granted
by this Agreement.
c. Under no circumstances shall the provisions of this Agreement be deemed to
require DR to engage in any activities in connection with the distribution
of the Products that could, in the reasonable discretion of DR, result in a
financial loss to DR or result in an unacceptably small level of
profitability for DR.
3. VENDOR'S GENERAL OBLIGATIONS
a. Vendor shall deliver the current version of the Product to DR immediately
following execution of this Agreement. Vendor will provide DR with:
(i) copies of the Software on master diskettes, (ii) Product specification
information in a single file, self extracting archive format, or in another
mutually agreeable computer readable form that can be reproduced by DR,
(iii) Documentation in a computer readable form mutually agreeable to the
parties that can be reproduced by DR, and (iv) all the items and materials
specified in the 'Requirements Checklist' on Exhibit B.
b. Vendor shall provide DR with computer readable copies and/or tangible
packaged Products containing all new releases, updates, or revisions of the
Software and Documentation within a reasonable time after each such release
is made generally available by Vendor. Vendor will notify DR of its plans for
each new release, update, or revision of the Product to DR in sufficient
quantities on or before the date it is offered to any other distributor.
c. For Products are listed on Exhibit A as Host Sales, Vendor shall provide
a hypertext link to www.digitalriver.com (Or equivalent) on the Site (the
Link) where Product may be purchased by End-User from DR. Vendor agrees to
prominently display the Link and use readable efforts to promote the Link
on Site. Vendor agrees that no other hypertext link for sale of the
Products will be placed on the Site or elsewhere without the prior written
consent of DR.
d. If Vendor makes any modifications, updates, or enhancements (the
Improvements) to the Product, Vendor will offer the Improvements for
distribution by DR on terms substantially equivalent to those provided in
this Agreement. In the event that Vendor develops or acquires any new
products, Vendor agrees to give DR the right of first refusal for
distribution of these products on the Site and as provided for in this
Electronic Software Distribution Agreement
Agreement with respect to the Products.
e. Vendor shall furnish an EULA in computer readable form to DR which is to
be included with each copy of the Products sold by DR hereunder. Vendor's
linking of the Site to www.digitalriver.com (or equivalent) shall constitute
approval of the EULA DR is delivering as part of the Product.
f. Vendor shall provide all support and be fully responsible for all
warranty obligations relating to the Product.Such support and warranty shall
be in accordance with Vendor's then-current published software support
policy, or, in the absence of such a policy in a reasonable manner.
g. Vendor shall provide DR, without charge, such technological information,
current maintenance documentation, and telephone assistance as is necessary to
enable DR to effectively reproduce, electronically package, and distribute the
Products as provided for in this Agreement.
4. WARRANTIES
a. Vendor represents ans warrants that it has the right and authority to
enter into this Agreement and to grant DR the rights to the Software and
Documentation granted in this Agreement.
b. Vendor represents and warrants to DR that the Vendor has all rights,
title, and interest in the software and Documentation or has obtained the
right to grant to DR the license set forth in this Agreement. As of the
execution date of this Agreement, Vendor represents and warrants that to
the best of Vendor's knowledge the Product does not infringe upon or
misappropriate the proprietary rights of any other person or organization.
c. DR represents and warrants that it has the right and authority to enter
into this Agreement.
d. DR represents and warrants that it will use its best efforts to accurately
replicate the Product.
e. DR represents and warrants that except for encryption software, if any,
supplied by DR, the products will not be altered by DR.
5. INITIALIZATION FEE
Vendor agrees to pay DR the Initialization Fee specified on Exhibit A.
Vendor agrees to allow DR to offset the unpaid Initialization Fee against
any or all other amounts owing to Vendor by DR under this Agreement. Product
available from Vendor will be installed on DR's server upon fulfillment of
other obligations pursuant to this Agreement. The Initialization Fee includes
normal price changes and version updates. All programming and other changes
made after initial site setup excluding normal price changes, product addition
and version updates will be charged to Vendor at One Hundred Dollars ($100.00)
per hour (Site Maintenance). Vendor agrees to pay the billed Site Maintenance
charges within thirty (30) days from the date of billing. In the event that
Site Maintenance is not paid for within thirty (30) days of billing, Vendor
agrees to allow DR to offset the unpaid Site Maintenance against any or all
other amount owing to Vendor by DR under this Agreement.
6. PROCESSING AND PAYMENTS
Sales activities shall be processed, and payments shall be made in accordance
with the provisions specified on Exhibit C.
7. ORDERS BY MEANS OTHER THAN FROM SITE
The Vendor shall be charged (written)($ . ) for each order
taken for the Products by means including, but not limited to, orders taken
Electronic Software Distribution Agreement
by telephone, email, facsimile transmission or by means other than from the
Site, which amount shall, as applicable, be invoiced to the Vendor by DR, or
deducted from payments made by DR to the Vendor.
8. RECORDS
DR and Vendor agree to maintain adequate books and records relating to the
distribution of the Products to end Users and Dealers, including without
limitation, books, records, and tax returns relating to returns, refunds,
and sales and use taxes. Such books and records shall be available at the
principal office of each party for inspection by the other party or its
representative during normal business hours, for the purpose of determining
the accuracy of the payments required to be made pursuant to the provisions
of this Agreement. Each party shall have the right to conduct such an audit
upon twenty (20) days advance written notice not more than twice each year.
In the event that such an audit discloses an underpayment which is greater
than five percent (5%), then the party responsible for the underpayment
shall pay the underpayment and reasonable costs of such audit, otherwise the
party requesting the audit shall pay the costs of such audit.
9. DELIVERY OF PRODUCTS
As specified in Exhibit A, DR and/or Vendor shall be responsible for making
digital and/or tangible delivery of the Products as follows:
a. The following provisions shall apply to any Products listed on Exhibit A
for which digital delivery is to be made by DR:
1. Within twenty-four (24) hours after receipt of an order from an End
User, DR shall make digital delivery of the Products available to the
End User.
b. The following provisions will apply to any Products listed on Exhibit A
for which tangible delivery is to be made by DR:
1. The Vendor shall provided DR with an inventory of the Products to be
held on consignment and used by DR to fulfill orders for the Products.
DR shall be responsible for the delivery of the Products to the End
Users at the locations designed by the End User.
2. The Products shall be delivered to DR prepackaged and ready for
shipment and delivery to the End User. The Vendor shall be solely
responsible for the shipment of the Products to DR and shall be solely
responsible for all costs and expenses associated with any such
shipments. The Vendor shall bear the entire risk of loss or damage to
the Products during shipments to or from DR.
3. Within fifteen (15) days after the date of this Agreement, the Vendor
shall provide DR with such consigned quantities of the Products as may
be mutually agreed upon in writing by DR and the Vendor. On a periodic
basis, DR shall provide an inventory detail to Vendor showing the
current inventory of the Products, Periodically, DR will issue
consignment purchase orders for the estimated needs of the Product to
be tangibly delivered. The Vendor shall be responsible for making
prompt delivery of the Products to DR.
4. All Shipments of Product to DR will be clearly labeled with DR's
purchase order number on the outside of the box. If DR is tracking
serial numbers for the Products, Vendor will provide with each
shipment of the Product a complete list of the serial numbers of the
Product enclosed in the box.
5.DR shall have no liability of any kind whatsoever as a result of
delay in the delivery of the Products by Vendor, or the delivery of
<PAGE>
Products to DR in non-conforming condition, Upon the termination of
this Agreement, at the Vendor's sole cost and expense, the unsold
inventory of the Products shall be returned to the Vendor.
c. The following provisions shall apply to any Products listed on exhibit A
for which digital or tangible delivery is to be made by Vendor:
1. The Vendor shall maintain an inventory of the Products to be used by
Vendor to fulfill orders for tangible delivery of products.
2. On a daily basis, by electronic and/or facsimile transmission, DR
shall notify Vendor about the number of orders for the Products made
the previous day ( the Order Notification). The Order Notification
shall contain the names and delivery addresses (including, as
applicable, electronic delivery addresses) of the End Users; the
names, serial numbers, and quantity of the Products sold to particular
End Users; and the manner of the delivery to such End Users (whether
digital or tangible delivery).
3. Vendor shall be responsible for making digital or tangible delivery,
as applicable, of all Products to the End Users and Dealers identified
in the Order Notifications, and shall be responsible for all risk of
loss of, or damage to the Products during digital or tangible delivery
to the End Users. Vendor shall, as specified in the Order
Notification, make digital delivery or tangible shipment to the End
User of all the Products within twenty-four (24) hours after receipt
of the Order Notifications.
4. Vendor shall develop, establish, and maintain such delivery systems
and procedures as may, in the discretion of DR, be necessary ensure
that the Products are promptly and correctly delivered, and which
enable DR and Vendor to immediately determine the status of the
Products during delivery. On a daily basis, by electronic and/or
facsimile transmission, Vendor shall provide a report to DR which
provides information about the digital deliveries and tangible
shipments of the Products made the previous day (the Shipment
Reports). The Shipment Reports shall contain the names, and delivery
addresses (including, as applicable, electronic delivery addresses) of
the End Users or Dealers to whom the Products have been digitally
delivered or tangibly shipped; the form of delivery (whether digital
or tangible delivery); the name, address, and telephone number of
carriers (in case of tangible shipment); confirmation numbers; package
tracking information; and any other information that may from time to
time be requested by the Company.
10. MARKETING PAYMENTS
If Exhibit D has been initialed by the parties and attached to this
Agreement, Vendor, and DR agree to the marketing payments and marketing
activities provided for on Exhibit D.
11. CUSTOMER SERVICE
DR's policy is to provide End User's with a thirty (30) day right to return
Products for a refund of the purchase price paid by the End User, Returns
and refunds may be made in the discretion of DR. This policy is subject to
modification from time to time in the discretion of DR. To the extent the
Vendor's return policies are consistent with those of DR then in effect, DR
shall cooperate and assist the Vendor and End Users with respect to Product
Returns.
<PAGE>
12. CONFIDENTIALITY
a. Each party agrees that all binary code, inventions, algorithms, know-how
ideas, and all other business, technical and financial information it
obtains from the other party constitutes the confidential property of the
disclosing party (confidential Information). Except as expressly
permitted in this Agreement, the receiving party will hold in confidence
and not use or disclose any Confidential Information and shall similarly
bind its employee and agents. The receiving party shall not be obligated
under this Section with respect to information the receiving party can
document that:
1. is or has become readily available to the public through no fault of
the receiving party or its employees or agents; or
2. is received without restriction from another person or organization
lawfully in possession of such information and lawfully empowered to
disclose such information;
3. was rightfully in the possession of the receiving party without
restriction prior to its disclosure by the disclosing party; or
4. is independently developed by the receiving party or its employees or
agents without access to the other disclosing party's similar
Confidential Information.
Each party's obligation with respect to Confidential Information shall
continue for the shorter of three (3) years from date of termination of this
Agreement or until one of the above enumerated conditions becomes applicable.
Each party acknowledges that its breach pf this Section would cause
comparable injury to the other for which monetary damages are not adequate
remedy. Accordingly, a party will be entitled to injunctive relief and other
equitable remedies in the event of a breach of the terms of this Agreement.
b. DR agrees no to: (i) disassemble, decompile, or otherwise reverse engineer
the Software, or otherwise attempt to learn the source code, structure,
algorithms or ideas underlying the Software; or (ii) take any action
contrary to EULA except as allowed under this Agreement.
13. VENDOR TRADEMARKS
a. DR acknowledges that the Vendor Trademarks are trademarks owned or
licensed solely and exclusively by Vendor, DR agrees to use the Vendor
Trademarks only in the form and manner and with appropriate legends as
prescribed by Vendor. All use of Vendor Trademarks shall inure to the
benefit of Vendor.
b. DR shall not remove, alter, cover, or obfuscate any copyright notice or
other proprietary rights notice placed in or on the Products by Vendor.
14. INDEMNIFICATION
a. Vendor shall defend, indemnify, and hold DR and its successors and assigns
harmless from and against any and all liabilities, losses, damages, costs,
and expenses (including without limitation, reasonable legal fees and
expenses) associated with or incurred as a result of any claim, action, or
proceeding instituted against DR and its successors and assigned arising
out of or relating to the acts or failure to act of the Vendor, or any of
its affiliated companies, agents, employees or other related parties under
this Agreement including, without limitation, action, claims, or
proceedings related to: (i) Vendor's performance of its obligations under
this Agreement, (ii) the breach by Vendor of any pf the terms of this
Agreement or any of the representation and warranties contained herein;
Electronic Software Distribution Agreement
(iii) the actual or alleged infringement of any proprietary rights arising
out of DR's duplication, sale, distribution, or other use of the Product
pursuant to this Agreement; or (iv) in the event the Vendor is obligated to
sales or use tax payments pursuant to the provisions of Exhibit C, any
obligation or liability of DR and its successors and assigns to make use
tax payments in any state indicated in Exhibit C or otherwise.
b. DR shall indemnify and hold Vendor harmless from and against any and all
liabilities, losses, damages, costs, and expenses (including reasonable
legal fees and expenses) associated with or incurred as a result of any
claim action, or proceeding instituted against Vendor resulting from DR's
improper or unauthorized replication, packaging, marketing, distribution,
or installation of the Product, or the breach by DR of any of the terms of
this Agreement or any of the representations and warranties contained
herein.
c. If either Vendor or DR receives notice or knowledge of a claim as
described above, it will promptly notify the other party in writing and give
the other party all necessary information and assistance and the exclusive
authority to evaluate, defend, and settle such claim.
15. LIMITATION OF LIABILITY
The total liability of DR (including its employees, agents, and Dealers) for
all claims, whether in contract, tort (including negligence and product
liability) or otherwise, arising out of, connected with, or resulting from
the distribution of the Products or the provisions of this Agreement shall
not exceed the net amount realized by DR hereunder. IN NO EVENT SHALL DR BE
LIABLE FOR ANY LOSS OF DATA, LOST PROFITS, OR INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, EVEN IF DR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
16. TERM AND TERMINATION
a. This Agreement will continue un effect for two (2) years from the date
hereof (Initial Term). This Agreement will be automatically renewed for
successive additional one (1) year terms (each, a Renewal Term) unless
terminated by either party upon ninety (90) days written notice prior to
the expiration of the Initial Term and Renewal Term.
b. This Agreement may be terminated by a party immediately by written notice
to the other party upon the occurrence of any of the following events: (i)
If the other party ceases to do business, or otherwise substantially
terminates its business operations; (ii) If the other party shall fail to
promptly secure or renew any license registration, permit, authorization or
approval for the conduct of its business in the manner contemplated by this
Agreement or if any such license, registration, permit, authorization or
approval is revoked or suspended and not reinstated within thirty (30)
days; (iii) If the other party materially breaches any provision of this
Agreement and fails to fully cure such breach within thirty (30) days of
written notice describing the breach; or (iv) If the other party becomes
insolvent or seeks protection under any bankruptcy laws, creditor's
arrangement, composition or comparable proceeding, or if any such proceeding
is instituted against the other and not dismissed within ninety (90) days.
c. Upon termination of this Agreement for any reason, DR will immediately
cease distribution of the Product. The termination of this Agreement
<PAGE>
shall not in any respect whatsoever affect a party's obligation to make
payments to the other party in connection with the distribution of Products that
occurred prior to the termination of this Agreement.
d. Termination by either party will not affect the rights of any End User
under the terms of the EULA.
17. GENERAL PROVISIONS
a. This Agreement many not be assigned by Vendor or transferred by operation
of law to any other person or organization without the express written
approval of DR. DR shall be entitled to assign this Agreement in the event
of a merger, acquisition, joint venture, or a sale of substantially all of
its assets or business, or any similar transaction.
b. All notices and demands hereunder shall be in writing and shall be served
by personal delivery, nationally-recognized express courier, or by
certified mail at the address of the receiving party set forth in this
Agreement (or at such different address as may be designated by such party
by written notice to the other party). All notices and demands shall be
deemed given upon the earlier of receipt, two (2) days after deposit with a
nationally-recognized express courier; or five (5) days after deposit in the
mail.
c. This Agreement shall be governed by and construed in accordance with the
substantive laws of the state of Minnesota.
d. Each party is acting as an independent contractor and not as an agent,
partner, or joint venturer with the other party for any purpose. Except as
provided in the Agreement, neither party shall have the right, power, or
authority to act or to create any obligation, express or implied, on behalf
of the other.
e. The indemnification and confidentiality obligations set forth in the
Agreement and any other provision which by its sense and context is
appropriate, shall survive the termination of this Agreement by either party
for any reason.
f. The titles and headings of the various sections and paragraphs in this
Agreement are intended solely for convenience of reference and are not
intended for any other purpose whatsoever, or to explain, modify or place
any construction upon ir in any of the provisions of this Agreement.
g. All exhibits to this Agreement are incorporated herein by reference and
made part of this Agreement.
h. No provisions in either party's purchase orders, or in any other business
forms employed by either party will supersede the terms and conditions of
this Agreement, and no supplement, modification, or amendment of the
Agreement shall be binding, unless executed in writing by a duty authorized
representative of each party to this Agreement.
i. DR shall not be in breach of the Agreement in the event it is unable to
perform its obligations under this Agreement as a result of natural
disaster, was, emergency conditions, labor strike, the failure or
substantial failure of the Internet, or other reasons or conditions beyond
its reasonable control.
j. The parties have read this Agreement and agree to bound by its terms and
further agree that it constitutes the complete and entire agreement of the
parties and supersedes all previous communications, oral or written, and all
other communications between them relating to the license and to the
subject thereof. No representation or statements of any kind made by either
party, which are not expressly stated herein, shall be binding on such
party.
Electronic Software Distribution Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.
DR: Vendor:
Digital River, Inc. Millennium Software, Inc.
Signature:_________________ Signature: /s/ Anthony Bigwood
Name & Title: Name & Title: A.M. Bigwood, Pres.
and CEO
Date: 3/24/99 Date: March 8th 1999
<PAGE>
Electronic Software Distribution Agreement
EXHIBIT A
Defined Terms
As used in this Agreement, the following terms shall have the meanings
ascribed to them below, and shall have application to the Products and DR and
the Vendor, as applicable, as indicated in the following table:
The term 'Advertised Price' shall mean the price at which the product will be
initially sold for Host Sales.
The term 'Discount Percentage' shall mean the percent by which the Advertised
Price is reduced.
The term 'Margin Payment' shall mean the Dollar amount of the Discounted
Percentage, which, as applicable, shall be retained by or paid by DR.
The term 'Percentage Cost' shall mean an amount equal to the Advertised Price
minus the Margin Payment, and which shall be payable by DR to Vendor for each
copy of a Product sold to an End User in a Host Sale.
The term 'Fee' shall mean the amount indicated, which shall be payable to DR
for each Transaction.
The term 'Responsible for Delivery' shall mean the party responsible for
delivering the Products to End Users.
The term 'Method of Delivery' shall mean the manner in which the Products are
delivered to End Users, either digitally or tangibly.
The term 'Distribution Cost' shall mean the amount indicated, which is the
amount DR shall pay Vendor for each Product sold in a Channel Sale and which
shall not in any event be an amount more than the amount for which the Vendor
sells the same Product to any other person or organization.
<PAGE>
Electronic Software Distribution Agreement
EXHIBIT A (continued)
Product Information
Please fill out the following template for each Product.
Product name (50 characters maximum): CHECKMY Banking 2000
CHECKMY Loans 2000
CHECKMY Mortgage 2000
CHECKMY 2000 CD-ROM
Vendor Name (up to 36 characters): MILLENNIUM SOFTWARE, INC
If product is for tangible delivery by
DR, shipping weight: NOT GREATER THAN 75 GRAMS WEIGHT
Product Categories (up to 3) PERSONAL AND BUSINESS SOFTWARE
Does this Product include electronic
documentation? (Y/N) ON LINE FILES WILL BE RESIDENT ON
OUR WEB SITE
Does this Product include online help?
(Y/N) YES
What is the platform for this Product? Win95/98/NT
What is the vendor part number of this
product? CB#1, CL#1, CM#1, CMCD#1
Will DR distribute serial numbers? (Y/N) NO
Does this Product have an export ban? (Y/N) NO
If yes, to which countries is export
Restricted or banned? N/A
Software Licensing Agreement
WHEREAS, Abacus Systems Ltd, of 44 Church Road, Hamilton, Bermuda, ("Abacus")
has developed at its own cost and expense, valuable intellectual and proprietary
software products and User Guides which are known as:
Software
CheckMy Banking 2000
CheckMY Loans 2000
CheckMy Mortgage 2000
CheckMy Banking Deluxe 2000
CheckMY Loans Deluxe 2000
CheckMy Mortgage Deluxe 2000
CheckMy Banking 2000 User Guide
CheckMY Loans 2000 User Guide
CheckMy Mortgage 2000 User Guide
User Guides
Easy Learning Guide to CheckMy Banking
Easy Learning Guide to CheckMy Loans
Easy Learning Guide to CheckMy Mortgage
NOW: These Products are hereby licensed on the following terms to Millennium
Software, Inc., 2950 East Flamingo Road, Suite G, Las Vegas, Nevada 89121,United
States.
In the following License, Products refers to CheckMy 2000 Software and User
Guides, CheckMy 2000 Software refers to CheckMy 2000 Products which operate on
personal computer systems and CheckMy 2000 User Guides refer to CheckMy 2000
written documentation.
The License consists of 3 (three) pages.
LICENSE
1. The License.
1.1 An exclusive worldwide license (the 'License') is hereby to Millennium
Software, Inc., ('Millennium') to copy, duplicate, sell, distribute, sub-
license the Products through Internet websites which belong to Millennium.
2. Royalties and Fees.
2.1 Millennium hereby acknowledges that full ownership title to the Products
belongs to Abacus.
2.2 Millennium agrees to pay Abacus royalties (herein referred to as
'Royalties') and fee payments ('Fees') based on Net Sales Revenues earned by
Millennium from sale of the Products on the following basis:
<PAGE>
2.2.1. A 10% Royalty of the Net Sales Revenues of CheckMy 2000 Software.
2.2.2. A 10% Royalty of the Net Sales Revenues of CheckMy 2000 Easy Learning
Guides.
2.2.3. A 5% Fee based on Net Sales Revenues of Products for the provision of
technical support for all Products supplied by Abacus.
Net Sales Revenues for the purposed of calculating and determining Royalties and
Fees for the duration of this license will be sales revenues received by
Millennium from the sale of Products, before distributor discounts, less full
provision for credits provided for returned Products and provision for bad debts
which remain unrecovered after 12 months.
3. Payment of Royalties and Fees.
Royalties and Fees due to Abacus by Millennium under the provisions of this
License will be paid not later than 30 days after the end of each quarterly
period commencing January 1st, 2000.
4. Accounting for Royalties and Fees.
Millennium will provide Abacus with a full accounting of Net Sales Revenues each
month and each quarterly period.
5. Obligations of Abacus.
5.1 Abacus agrees to provide Millennium with the source codes and machine
readable codes of the CheckMy 2000 Software.
5.2 Abacus agrees to provide Millennium with original versions of Easy Learning
Guides for duplication.
5.4 Abacus agrees to provide continuing technical support for the Products.
6. Rights to examine company records
Abacus, and its representatives, are granted unrestricted rights under this
License agreement to inspect the books, records and accounts of Millennium on
demand, to establish a correct accounting for Royalties and fees due to Abacus.
7. Confidentiality
Millennium by signing this License, agrees to keep confidential, all proprietary
knowledge acquired about the Products, promises not to divulge any such
knowledge to any third party unless prior written consent of Abacus and its
representatives is provided. Failure to abide by these confidentiality rules
will cause an immediate cancellation of the License.
8. Termination of License
8.1 Abacus may terminate the License, at its sole discretion, if Royalty and Fee
payments due to Abacus, or any part thereof, become 120 days or more overdue.
8.2 Abacus may terminate the License, at its sole discretion, if management
control of Millennium changes from the current arrangements.
8.3 Millennium may terminate this License at its sole discretion by giving 120
days written notice to Abacus.
8.4 The License will be terminated immediately upon written notice by Abacus if
the confidentiality provisions contained in section 7 are breached by Millennium
8.5 On termination of the License, Millennium will return to Abacus all source
codes, CD-R duplication disks, all CD-ROM copies of CheckMy 2000 Software
together with all copies of the Learning Guides in its possession, and all other
materials associated with the Products.
The effective commencement date of the License is 8th December, 1999.
Signed by Abacus Systems, Ltd. Signed by Millennium Software, Inc.
/s/ Anthony Bigwood /s/ Anthony Bigwood
A.M. Bigwood/Director A.M. Bigwood/President
8th of December, 1999 8th of December, 1999
<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.
<S> <C>
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<PERIOD-END> SEP-30-1998
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