--U.S. Securities and Exchange Commission--
Washington, D.C. 20549
FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1934
WESTNET COMMUNICATION GROUP, INC.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada
----------------------
(State or Jurisdiction of
Incorporation or Organization)
82-0441332
---------------------
(I.R.S. Employer
Identification No.)
2921 N. Tenaya Way, Suite 216, Las Vegas, NV 89128
--------------------------------------------------
(Address of principal place of business
or intended principal place of business.)
702-947-4877
---------------
(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------- -----------------------------
N/A N/A
Securities to be registered pursuant to Section 12(g)
of the Act:
------------------------
Common, Voting Stock
-1-
<PAGE>
PART 1
ITEM 1. DESCRIPTION OF BUSINESS.
The registrant was incorporated in the State of Nevada on October 14, 1999, for
the purpose of developing and operating a special interest worldwide web site
community. Prior to implementation of the Company's business plan, however,
management determined that its capital resources were inadequate to succeed in
its plan, and the plan was abandoned. By majority shareholder resolution, the
Company undertook to investigate possibilities for investing in an existing
business enterprise, or forming a business combination with an operating company
of some sort. To date, the Company has not been successful in locating such a
venture or company, and there is no assurance that it will be successful in the
future.
The Company has not established any particular parameters or guidelines as to
the type, nature, suitability or any other characteristics of any business or
company which it may seek to acquire, invest in or form a business combination
with. The Board of Directors will accept proposals from its members, and perform
or cause to be performed only such investigation and evaluation as it deems
necessary and appropriate before deciding whether and on what terms an
acquisition or combination, if any, will be effected. No member of the Board has
any particular experience or expertise in performing such evaluations, or in
negotiating such mergers and acquisitions. Accordingly, there can be no
assurance when, if ever, the Company will be generate revenues or earn profits.
The Company is, and since inception has been, a development stage company.
In furtherance of its current business plan, the company has undertaken to
register its outstanding securities pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Act"). The Company is informed and believes, although
there can be no assurance, that its ability to attract and successfully
negotiate a business combination with an operating company may be enhanced by so
registering. Accordingly, the Company has entered into an agreement with a
consulting firm for services in connection the filing of a registration
statement (Exhibit 10.(I)).
The Company has not filed bankruptcy, been in receivership, or been involved in
any similar proceedings. The Company has not been involved in a purchase or sale
of a significant amount of assets not in the ordinary course of business or
otherwise. The Company has had no sales or revenues, and it currently has no
products or services. Accordingly, there is no backlog of orders, nor dependence
on any one or few large customers. The company is not subject to any
industry-specific government regulation, nor does it need government approval
for any of its operations. The Company has made no significant expenditures on
research and development during the most recent fiscal year or interim period.
The company maintains an office at 2921 N. Tenaya Way, Suite 216, Las Vegas
Nevada 89128 which it shares with other business entities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has no specific plans to raise additional capital within the next
twelve months. The Company has abandoned its original business purpose and is
currently engaged in no business activity other than its search for a suitable
business or investment opportunity. Management considers current cash resources
to be adequate to sustain it during its search. It is conceivable, but not
certain, that the Company may consider additional financing options once it
identifies a desirable business or investment opportunity. However, it is
impossible to determine the nature or size of such financing unless or until the
need actually arises.
<PAGE>
The Company has no current plans to purchase or sell any significant assets,
make any expenditures for product research and development, or change the number
of employees or the nature of their relationships to the Company.
ITEM 3. DESCRIPTION OF PROPERTY
The company does not own or lease any property. The company maintains an office
at 2921 N. Tenaya Way, Suite 216, Las Vegas, Nevada 89128, which it shares with
other businesses.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following constitute all of the individuals or groups known by the company
to be the beneficial owner of more than five (5) percent of any class of the
issuer's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- - -------------- ---------------- -------------------- --------
Common Stock ...........Transint Holdings and 800,000 shares 45.7
Consultancy, Inc.
328 Bay Street
Nassau, Bahamas
c/o Melanie Scott
750 Royal Crest Cir.
No. 325
Las Vegas, NV 89109
Common Stock ...........Kidakus Consulting, 300,000 shares 17.1
Ltd.
2921 N. Tenaya Way
Suite 216
Las Vegas, NV 89128
Common Stock ...........Corporate Capital 300,000 shares 17.1
Formation, Inc.
2921 N. Tenaya Way
Las Vegas, NV 89128
Common Stock ...........Connie S. Ross 200,000 shares 11.4
2902 La Mesa Drive
Henderson, NV 89014
Common Stock ...........Elizabeth A. Sanders 100,000 shares 5.7
(Officer and Director)
2921 N. Tenaya Way
Suite 216
Las Vegas, NV 89128
<PAGE>
The following are all of the officers and directors of the issuer who are
beneficial owners of the issuer's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- - -------------- ---------------- -------------------- --------
Common Stock ...........Elizabeth A. Sanders 100,000 shares 5.7
(Officer and Director)
2921 N. Tenaya Way
Suite 216
Las Vegas, NV 89128
Common Stock ...........Kristy B. Warren 25,000 shares 1.4
(Officer and Director)
2921 N. Tenaya Way
Suite 216
Las Vegas, NV 89128
Common Stock ...........Nancy J. Cooke 25,000 shares 1.4
(Officer)
2921 N. Tenaya Way
Suite 216
Las Vegas, NV 89128
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Ms. Elizabeth A. Sanders is President and a Director of the Company. She has
been an active professional working in developmental psychology and special
education for over 20 years. During the past 14 years she has worked as a
contract psychologist for the Clark County (Nevada) School District, with
specialization in early childhood. She holds a Bachelor of Science Degree in
Education, a Master of Science Degree in Special Education, School Psychologist
Certification from the National Association of School Psychologist, and various
professional qualifications. For the foreseeable future, Ms.Sanders will devote
as much time to the development of the business as she deems warranted and as is
practical, to an estimated maximum of about 25 hours per week.
<PAGE>
Ms. Nancy Cooke-Wilcox, who serves as Secretary to the Corporation, is an
accomplished writer who has written twenty original plays, of which ten were
first-place winners in various playwriting competitions and produced at theaters
in the Salt Lake City area. Since 1996 she has concentrated her work hours on
writing projects. Previously she gained extensive work history in service
oriented and "people oriented" professional employment, working from 1994 to
1996 for the Utah State Office of Rehabilitation in the Supported Employment
Unit for Disabled Workers, and from 1990 to 1993 for Weber State University in
Learning Support Services assisting at-risk entry-level students during their
first year at college. Ms. Cooke-Wilcox worked 19 years at the Salt Lake City
Police Department, serving in several capacities including Administrative
Secretary to the Chief of Police. She holds a Bachelor of Science Degree in
Psychology/Sociology, a Master of Fine Arts in Theatre/Playwriting, and a Ph.D.
in Theatre/Playwriting. For the foreseeable future, Ms. Cooke-Wilcox will devote
as much time as she deems warranted and as is practical to the development of
the business, up to an estimated maximum of about 20 hours per week.
Ms. Kristy B. Warren serves as Treasurer/CFO and a Director for the Company. Ms.
Warren retired from a supervisory position for Centel Telephone in 1997, and has
served five years as a Director for Investment Management Associates, a
financial consulting firm. For the foreseeable future, Ms. Warren will devote as
much time as she deems warranted and as is practical to the development of the
business, up to an estimated maximum of about 25 hours per week.
Transint Holdings and Consultancy, Inc. ("Transint"), is a Nassau-based
investment company with correspondent offices in Las Vegas, Nevada. Dennis
Sutton is President, Director, and holder of ten percent (10%) of the
outstanding shares of Transint. None of the officers or directors of Transint
has any other relationship with the registrant.
<PAGE>
Kidakus Consulting, Inc. ("Kidakus"), is a Nevada small business investment
firm. Mr. Gary Grieco is President and Director, and owns twenty-five percent
(25%) of the outstanding shares of Kidadus. None of the officers or directors of
Kidakus has any other relationship with the registrant.
Corporate Capital Formation, Inc. ("CCF"), serves as independent consultant to
the Company in matters relating to the preparation and filing of this
registration statement, corporate governance and business planning, and related
matters. A copy of the Consulting Agreement between the Company and CCF is
attached as Exhibit 10 to this registration statement.
Among other activities, CCF serves as statutory resident agent for a large
number of Nevada corporations, including the registrant and Kidadus. While CCF's
office address is the same as the respective registered office addresses for the
latter two companies, there is no commonality of control or other relationship
between or among the three companies except as specifically stated in this
registration statement.
ITEM 6. EXECUTIVE COMPENSATION
To date, no remuneration has been paid to any officer or director, except
reimbursement for direct out-of-pocket expenses incurred by them on behalf of
the Company. No plan currently exists to implement executive or director
compensation. The Company's directors and executive officers currently devote
less than ten percent of working hours to the affairs of the Company.
The issuer is not a party to any employment contracts and does not pay
consulting fees to officers or directors. No cash or other advances have been or
are contemplated to be made to any officer or director. The Issuer has no
retirement, pension, profit sharing or stock option plans or insurance or
medical payment plans covering any officer or director, nor does it contemplate
initiating any such plans at present.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception there have been no transactions between the issuer and any
related party, nor any transactions having a material effect on any related
party.
<PAGE>
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The company is authorized 25,000,000 shares of voting common stock, par value
$.001 per share, of which 1,750,000 shares have been issued and are outstanding.
The shares carry one vote per share and have no pre-emptive rights, terms of
conversion, sinking fund provisions, or liquidation rights, and cumulative
voting for directors is denied. Once subscribed and paid, the shares are fully
paid and non-assessable by the Issuer. The shares have rights to participate in
dividends and other distributions if, as, and when declared by the Board of
Directors. The rights of the shareholders may not be modified otherwise than by
a vote of a majority or more of the shares outstanding, voting as a class.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's shares have never traded, and there exists no public trading
market for the shares. The Company has seven (7) shareholders, including
officers, directors and control persons. The company has never paid a dividend,
nor does it intend to do so in the foreseeable future. There are no restrictions
on the power of the Board of Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there outstanding
any options, rights, warrants to purchase, or securities convertible into, the
common equity of the Registrant.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings either pending or threatened.
<PAGE>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES:
On October 14, 1999, the Company issued 450,000 shares of its common stock to
officers, directors and consultants, the consideration for which was various
services to the Company, and 300,000 shares to an investor, Kidakus Consulting,
Ltd., for cash. On December 1, 1999, 1,000,000 shares of common stock were sold
to two private investors for $0.05 per share. All of the shares were issued
pursuant to the exemption authority provided in Section 4(2) of the Securities
Act of 1933, as amended, and are therefore subject to certain restrictions on
transfer until such time as this or some other registration statement has become
effective with respect to the shares, or unless an exemption is available.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contract or arrangement has been made with respect to the insuring or
indemnification of Officers and Directors other than the provisions of Article
XVI ("Indemnity") of the by-laws of the corporation.
<PAGE>
PART F/S
WESTNET COMMUNICATION GROUP, INC.
Randy Simpson C.P.A. P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Independent Auditors' Report
The Board of Directors and Stockholders of Westnet Communication Group, Inc.:
We have audited the accompanying balance sheets of Westnet Communication Group,
Inc. (the Company) as of December 10, 1999 and and the related statements of
operations, stockholders' equity, and cash flows for the period from inception
(October 14, 1999) through December 10, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the above mentioned financial statements fairly present, in all
material respects, the financial position of Westnet Communication Group, Inc.
as of December 10, 1999 and the results of its operations and its cash flows for
the period from inception (October 14, 1999) through December 10, 1999, in
conformity with generally accepted accounting principles.
/s/ Randy Simpson
----------------------------
RANDY SIMPSON, CPA
A Professional Corporation
Decemer 22, 1999
Sandy, Utah
<PAGE>
WESTNET COMMUNICATION GROUP, INC.
BALANCE SHEETS
December 10, 1999
Dec. 10
1999
----
ASSETS
Cash ......................................... $ 55,000
---------
Total Current Assets ...................... 55,000
Organization Costs ............................ 750
---------
TOTAL ASSETS .............................. $ 55,750
=========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
---------
TOTAL CURRENT LIABILITIES $ -
Common Stock, $.001 par value;
Authorized 25,000,000, issued and
outstanding 1,750,000 shares on
December 10, 1999 ............................. 1,750
Paid in Capital .............................. 67,750
Accumulated Deficit ........................... ( 13,750)
---------
Total Stockholders' Equity (Deficit) .... 55,750
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) .......... $ 55,750
=========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
<PAGE>
WESTNET COMMUNICATION GROUP, INC.
STATEMENT OF OPERATIONS
Inception through
Dec. 10, 1999
-------------
Revenues ........................... $ --
Expenses ........................... 13,750
-----------
Total Expenses ................... 13,750
-----------
NET LOSS ..................... $ (13,750)
===========
Weighted Average Shares
Common Stock Outstanding ......... 1,750,000
NET LOSS PER COMMON SHARE .... $ (0.01)
===========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
<PAGE>
WESTNET COMMUNICATION GROUP, INC.
STATEMENT OF CASH FLOWS
From Inception (October 14, 1999) through December 10, 1999
Dec. 10
1999
----
Cash flows used in operating activities:
Net Loss .............................................. $ (13,750)
Common Stock issued for expenses ...................... 4,500
Changes to operating assets and liabilities:
----------
Cash flows used in operating activities ............... (9,250)
Cash flows from financing activities:
Common stock issued for cash .......................... 65,000
----------
Cash flows from financing activities ............... 65.000
Net increase in cash .................................. 55,750
----------
Cash at beginning of period ........................ -
--------
Cash at end of period .............................. $ 55,750
========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
<PAGE>
WESTNET COMMUNICATION GROUP, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From Inception (October 14, 1999) to December 10, 1999
<TABLE>
<CAPTION>
Common Common
Stock Stock Paid-in Accumulated Total
Shares Amount Capital Deficit Equity
------ ------ ------ ------- ------
<S> <C> <C> C> <C> <C>
Balances At October 14, 1999 .................. - - - - -
Founders shares issued for services
valued at $0.01 per share ..................... 450,000 450 4,050 - 4,500
Common stock issued for cash
at $0.05 per share ........................... 1,300,000 1,300 63,700 - 65,200
Net loss for the period from inception
(October 14, 1999) through December 10, 1999 .. - - - (13,750) (13,750)
---------- ------ ------- -------- --------
Balances December 10,1999 1,750,000 $1,750 $67,750 ($13,750) $55,750
========== ====== ======= ======== ========
See Accompanying Notes to the Financial Statements
</TABLE>
<PAGE>
WESTNET COMMUNICATION GROUP, INC.
Notes to Financial Statements as of December 10, 1999
These financial statements reflect the transactions of Westnet Communication
Group, Inc. (the Company) from inception (October 14, 1999) through December 10,
1999. The Company was organized in Nevada. In the opinion of management, all
adjustments necessary for a fair presentation of results of operations have been
made to the financial statements. Results of operations from inception (October
14, 1999) through December 10, 1999 are not necessarily indicative of results of
operations for a full year. The Company had not commenced operations as of
December 22, 1999.
Organizational costs will be amortized to expense on the straight line method
over 5 years, starting in the year 2000.
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 3 .............................. Articles of Incorporation
and By-laws
Exhibit 10 ............................. Material Contracts
Exhibit 27 ............................. Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTNET COMMUNICATION
GROUP, INC.
Date 2/17/00 By /s/ Elizabeth Sanders
- - --------------------- ---------------------------
Elizabeth Sanders, President
[ FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
OCT 29, 1998
C24781-98
DEAN HELLER,
SECRETARY OF STATE ]
ARTICLES OF INCORPORATION
OF
Westnet Communication Group, Inc.
The undersigned subscriber to these Articles of Incorporation, a natural
person competent to contract, hereby forms a corporation under the laws of the
State of Nevada
ARTICLE I NAME
The name of the corporation shall be Westnet Communication Group, Inc.
ARTICLE II NATURE OF BUSINESS
This corporation may engage in or transact any and all lawful
activities or business permitted under the laws of the United States, the State
of Nevada, or any other state, county, territory or nation.
ARTICLE III CAPITAL STOCK
The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is twenty-five million (25,000,000)shares of
common stock having a par value of $0.001 per share.
ARTICLE IV ADDRESS
The street address of the initial registered office of the corporation
shall be 2921 N. Tenaya Way, Suite 208, Las Vegas, Clark County, Nevada 89128
and the name of the initial Resident Agent for the corporation at that address
is CORPORATE CAPITAL FORMATION, INC.
ARTICLE V SPECIAL PROVISIONS
The stock of this corporation is intended to qualify under the requirements
of Section 1244 of the Internal Revenue Code and the regulations issued
thereunder. Such actions as may be necessary shall be deemed to have been taken
by the appropriate officers to accomplish this compliance.
ARTICLE VI TERM OF EXISTENCE
This corporation shall exist perpetually.
ARTICLE VII LIMITATION OF LIABILITY
Each director, stockholder and officer, in consideration for his services,
shall, in the absence of fraud, be indemnified, whether then in office or not,
for the reasonable cost and expenses incurred by him in connection with the
defense of, or for advice concerning any claim asserted or proceeding brought
against him by reason of his being or having been a director, stockholder or
officer of the corporation or of any subsidiary of the corporation, whether or
not wholly owned, to the maximum extent permitted by law. The foregoing right of
indemnification shall be inclusive of any other rights to which any director,
stockholder or officer may be entitled as a matter of law.
ARTICLE VIII SELF DEALING
No contract or other transaction between the corporation and other
corporations, in the absence of fraud, shall be affected or invalidated by the
fact that any one or more of the directors of the corporation is or are
interested in a contract or transaction, or are directors or officers of any
other corporation, and any director or directors, individually or jointly, may
be a party or parties to, or may be interested in such contract, act or
<PAGE>
transaction, or in any way connected with such person or person's firm or
corporation, and each and every person who may become a director of the
corporation is hereby relieved from any liability that might otherwise exist
from this contracting with the corporation for the benefit of himself or any
firm, association or corporation in which he may be in any way interested. Any
director of the corporation may vote upon any transaction with the corporation
without regard to the fact that he is also a director of such subsidiary or
corporation.
This corporation shall have a minimum of one director and a maximum of
nine. The initial Board of Directors shall consist of:
Elizabeth A. Sanders, 2921 N. Tenaya Way, Suite 208, Las Vegas, NV 89128
ARTICLE X INCORPORATOR
The name and address of the incorporator is:
CORPORATE CAPITAL FORMATION, INC.
Michael E. Smith
2921 N, Tenaya Way, Suite 208
Las Vegas, Nevada 89128
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal on
this 13th day of October, 1999.
Incorporator: /s/ Michael Smith
-----------------------------------
Corporate Capital Formation, Inc.,
Michael Smith, General Manager
[NOTARY SEAL
STATE OF NEVADA
COUNTY OF CLARK]
BY-LAWS OF
WESTNET COMMUNICATION GROUP, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and
maintained at 2921 N. Tenaya Way, Suite 208, in the City of Las Vegas, County of
Clark, State of Nevada. The Corporation may also have offices at such places
within or without the State of Nevada as the board may from time to time
establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of September, of each year or at such other time and
place designated by the Board of Directors of the Corporation. Business
transacted at the annual meeting shall include the election of Directors of the
Corporation and all other matters properly before the Board. If the designated
day shall fall on a Sunday or legal holiday, the meeting shall be held on the
first business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten (10%) of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than thirty (30) days after the request is
made unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or Shareholders requesting the meeting shall designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in person or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no
event shall a Quorum consist of less than 1/3 of the shares entitled to vote at
the meeting.
After a Quorum has been established at a Shareholders' meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum, shall
not effect the validity of any action taken at the meeting or any adjournment
thereof.
<PAGE>
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No
Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from two to nine
members, as decided by a vote of the Shareholders The business of the
Corporation shall be managed and its corporate powers exercised by a Board of
Directors, each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until his
successor has been elected and qualified, or until his prior resignation or
removal.
3. VACANCIES. If the office of any Director, member of a committee or other
officer becomes vacant, the remaining Directors in office, by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the Stockholders, at the annual meeting or at a special meeting called for
that purpose, and by like vote the additional Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice to
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such resignation, and the acceptance of the resignation shall
not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board there shall be
less than a quorum present, those present may adjourn, and no further notice
thereof need to be given other than by announcement at the meeting which shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without the
State, as it may from time to time determine.
<PAGE>
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors either personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the place of such
annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate two
or more of their members to the Executive Committee. To the extent provided in
said resolution or these By-Laws, said committee may exercise the powers of the
Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board, may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of
<PAGE>
the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Shareholders and Board of Directors, send all notices of all
meetings, and perform such other duties as may be prescribed by the Board of
Directors or the President.
c. The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of Shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever, in its judgment, the best
interests of the Corporation will be served thereby. Any vacancy in any office
may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled to
have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall
<PAGE>
be issued upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed, and, at the discretion
of the Board of Directors, upon the deposit of a bond or other indemnity in such
amount and with such sureties, if any, as the Board may reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete books and
records of account and minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or
principal place of business a record of its Shareholders, giving the names and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within a reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, by agent or attorney, at
any reasonable time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders, and to make
extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing, in
reasonable detail, the financial condition of the Corporation at the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the Corporation shall
mail to each Shareholder or holder of voting trust certificates a copy of the
most recent such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall be
filed in the registered office of the Corporation of this state, shall be kept
for at least five years, and shall be subject to inspection during business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing
<PAGE>
dividends or for such other purposes as the Board shall deem conducive to the
interests of the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "CORPORATE SEAL,
STATE OF NEVADA". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or countersigned,
executed, verified, or acknowledged by such officer, officers, or other person
or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of August in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would be
<PAGE>
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation as part of the proceedings of the Stockholders, Directors or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes of these By-Laws and wherever the words
"directors", "board of directors", or "board" appear in these By-Laws, those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of
Directors to manage the business of the Corporation and exercise its corporate
powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses to
comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the right
to enforce said provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable at law, and to
collect court costs and attorneys fees from such officer, director or majority
stockholder personally. Any such officer, director or majority stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.
ARTICLE XVI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director -or employee may be entitled apart
from the provisions of this section.
The amount of indemnity to which any officer or any director may be en-
titled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
Accepted this 14th Day of October, 1998 by
/s/ Nancy Cooke-Wilcox
--------------------------
Secretary
CONSULTING SERVICES CONTRACT
This contract is made and entered into this date by and between Westnet
Communication Group, Inc., a Nevada corporation (hereinafter "Westnet"), and
Corporate Capital Formation, Inc., a Nevada corporation (hereinafter "CCF"). For
valuable consideration, the receipt and sufficiency of which is acknowledged by
the parties, the parties have agreed:
1. Westnet desires to become a "reporting company" as defined under Section 12
of the Securities Act of 1933, as amended, and further desires that its
securities become listed and quoted in one or more United States securities
quotations services, including but not limited to the inter-dealer quotation
system ("Pink Sheets"), the Over-the-Counter Bulletin Board operated by the
National Association of Securities Dealers ("NASD"), and the NASDAQ Stock
Exchange. CCF is able and willing to assist Westnet in this business objective
on the following terms and conditions.
2. CCF will assist Westnet in preparing a registration statement to be filed
with the U. S. Securities and Exchange Commission ("Commission"), using Form
10-SB or such other form as may be subsequently designated by the Commission,
for the purpose of registering all of the outstanding securities of Westnet. CCF
will use its best efforts to secure the earliest possible effective date for
such registration, however Westnet understands and acknowledges that the
Commission may in its sole discretion suspend effectiveness indefinitely pending
Westnet's response to comments, if any, concerning material contained in or
omitted from the registration statement. CCF will assist Westnet in promptly
answering any such comments. CCF will submit the registration statement to the
Commission's E.D.G.A.R. electronic filing system, together with such amendments
as may subsequently be required in response to Commission comments. Further,
upon the eventual effectiveness of said registration statement, CCF will submit
to the E.D.G.A.R. system each required Form 3 Initial Statement of Beneficial
Ownership of Securities, and the first required Form 10Q-SB.
Further, CCF will undertake to locate and enlist one or more NASD member firms
willing to become market-maker(s) for Westnet securities and submit price
quotations to the brokerage community via Pink Sheets, OTC-Bulletin Board, or
NASDAQ. CCF shall exercise its discretion in determining to which NASD members
Westnet shall be submitted, and in the manner of submission, except that at a
minimum CCF shall prepare and maintain current the information required to be
submitted pursuant to Rule 15(c)(2)(11) promulgated under the Securities
Exchange Act of 1934, as amended.
3. Westnet will provide CCF with convenient and unrestricted access to all
corporate books and records of Westnet, and material information in any form,
including but not limited to minutes, resolutions, proxies, stock records,
voting trust agreements, contracts, letters of intent, significant verbal
agreements, and any and all other data such as may be necessary or useful in the
performance of services hereunder.
4. Westnet will pay to CCF the sum of ten thousand United States dollars
(US$10,000) payable upon execution of this agreement, as follows:
A. The amount of $5,000 shall be paid upon execution hereof;
B. The amount of $5,000 shall be paid upon submission of the registration
statement to the E.D.G.A.R. electronic filing system.
<PAGE>
Further, Westnet shall issue to CCF 300,000 shares of Westmet common stock,
valued at par, as additional compensation for services provided hereunder, such
shares to be deemed fully paid and non-assessable when delivered. CCF shall take
title to such shares subject to such legal restrictions on resales as are
applicable to non-registered securities issued to a consultant of the issuer.
In the event of early termination of this agreement, Westnet shall be entitled
to a refund of any unearned moneys advanced hereunder.
5. Westnet agrees that CCF's services are to be rendered on a non-exclusive,
"best efforts" basis. Westnet acknowledges and agrees that CCF is not a law
firm, and that the relationship of the parties is one of consultant and client,
not attorney and client, and that accordingly, no legal privilege exists as to
information or documents provided to CCF by Westnet. CCF warrants that it will
exercise the utmost diligence in safeguarding any such information which Westnet
clearly identifies to CCF as sensitive or confidential or a business secret, but
nevertheless can be compelled by process of law to disclose such information in
certain legal proceedings.
6. Nothing herein shall be construed to create a partnership, joint venture, or
employer-employee relationship between the parties; at all times, CCF is an
independent contractor.
7. CCF, its associates, agents, attorneys and employees will act in a
responsible, professional manner at all times and in all matters relating to
this contract.
8. The term of this contract shall be until all promises hereunder have been
fulfilled, unless earlier terminated by written notice of a party delivered to
the principal business address of the other party. In the event of such early
termination, Westnet shall be entitled to receive a refund of any fees paid to
CCF but not yet earned, and CCF shall promptly deliver to Westnet any and all
Westnet books, records or other property in its possession.
9. This consulting services contract shall be governed by the laws of the state
of Nevada, United States of America . A facsimile copy of this document signed
and faxed by the parties severally hereto, shall be valid as that of an
original. Westnet represents that it has the necessary authority to enter into
this contract and be bound by the terms herein.
IN WITNESS, the parties have signed this contract the date below indicated.
/s/ Elizabeth A. Sanders /s/ Roger Coleman
- - ----------------------------------- -----------------------------------
Elizabeth A. Sanders, President Roger Coleman, Managing Director
WESTNET COMMUNICATON GROUP, INC. CORPORATE CAPITAL FORMATION, INC.
2921 N. Tenaya Way, Suite 216 2921 N. Tenaya Way
Las Vegas, NV 89128 Las Vegas, NV 89128
12/1/99 12/1/99
- - --------------------- -----------------------
Date Date
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Westnet Communication Group, Inc. Financial Data Summary
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<NAME> Westnet Communication Group, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> OCT-14-1999
<PERIOD-END> DEC-10-1999
<EXCHANGE-RATE> 1
<CASH> 55,000
<SECURITIES> 0
<RECEIVABLES> 0
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<CURRENT-ASSETS> 55,000
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0
0
<COMMON> 1750
<OTHER-SE> 67,750
<TOTAL-LIABILITY-AND-EQUITY> 55,750
<SALES> 0
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<OTHER-EXPENSES> 13,750
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (100)
<INCOME-TAX> 0
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