UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and
Exchange Act of 1934
21
POLYSPHERICS, INC.
(Exact name of registrant as specified in its charter)
Nevada Applied For
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-
2500
Securities to be registered pursuant to Section 12(b) of the
Act: None
Securities to be registered pursuant to Section 12(g) of the
Act:Common Stock, $0.001
par value per share
Preferred Stock, $0.001
par value per share
ITEM 1. DESCRIPTION OF BUSINESS
Background
Polyspherics, Inc. (the "Company") is a Nevada corporation
formed on September 5, 1996. Its principal place of business
is located at 3675 Pecos-McLeod, Suite 1400, Las Vegas, NV
89121. The Company has no operating history other than
organizational matters.
The primary activity of the Company currently involves
seeking a company or companies that it can acquire or with
whom it can merge. The Company has not selected any company
for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or
merger candidates, if it so chooses, to a particular field
or industry. The Company's plans are in the conceptual stage
only.
On September 6, 1996, the Company issued 1,000,000 shares of
its common stock to each of the five founders for services
rendered or to be rendered on behalf of the Company.
Plan of Operation - General
The Company's plan is to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
who or which desire to seek the perceived advantages of a
publicly held corporation. At this time, the Company has no
plan, proposal, agreement, understanding or arrangement to
acquire or merge with any specific business or company, and
the Company has not identified any specific business or
company for investigation and evaluation. No member of
Management or promoter of the Company has had any material
discussions with any other company with respect to any
acquisition for that company. The Company will not restrict
its search to any specific business, industry or
geographical location, and the Company may participate in
business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and
throughout this Registration Statement is purposefully
general and is not meant to be restrictive of the Company's
virtually unlimited discretion to search for and enter into
potential business opportunities.
The Company's potential success is heavily dependent on the
Company's management, which will have virtually unlimited
discretion in searching for and entering into a business
opportunity. None of the officers and directors of the
Company has had any experience in the proposed business of
the Company.
Management anticipates that it will only participate in one
potential business venture. This lack of diversification
should be considered a substantial risk in investing in the
Company because it will not permit the Company to offset
potential losses from one venture against gains from
another.
The Company may seek a business opportunity with a firm
which only recently commenced operations, or a developing
company in need of additional funds for expansion into new
products or markets or seeking to develop a new product or
service, or an established business which may be
experiencing financial or operating difficulties and needs
additional capital which is perceived to be easier to raise
by a public company. In some instances, a business
opportunity may involve the acquisition or merger with a
corporation which does not need substantial additional cash
but which desires to establish a public trading market for
its common stock. The Company may purchase assets and
establish wholly-owned subsidiaries in various businesses or
purchase existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries,
and shortages of available capital, management believes that
there are numerous firms seeking the benefits of a publicly-
traded corporation. Such perceived benefits of a publicly
traded corporation may include facilitating or improving the
terms on which additional equity financing may be sought,
providing liquidity for the principals of a business,
creating a means for providing incentive stock options or
similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statues) for all
shareholders, and other factors. Potentially available
business opportunities may occur in many different
industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult
and complex.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by the Company's Board
of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of
the size of the transaction, based upon a sliding scale of
the amount involved. Such fees are typically in the range of
5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that
such a finder's fee or real estate brokerage fee could, in
certain circumstances, be paid to any employee, officer,
director or 5% shareholder of the Company, if such person
plays a material role in bringing a transaction to the
Company.
As part of any transaction, the acquired company may require
that Management or other stockholders of the Company sell
all or a portion of their shares to the acquired company, or
to the principals of the acquired company. It is anticipated
that the sales price of such shares will be lower than the
current market price or anticipated market price of the
Company's Common Stock. The Company's funds are not expected
to be used for any stock purchase from insiders. The
Company's shareholders will not be provided the opportunity
to approve or consent to such sale. The opportunity to sell
all or a portion of their shares in connection with an
acquisition may influence management's decision to enter
into a specific transaction. However, management believes
that since the anticipated sales price will be less than the
market value, the potential of a stock sale by management
will be a material factor in their decision to enter a
specific transaction.
The above description of potential sales of management stock
is not based upon any corporate bylaw, shareholder or board
resolution, or contract or agreement. No other payments of
cash or property are excepted to be received by Management
in connection with any acquisition.
The Company has not formulated any policy regarding the use
of consultants or outside advisors, but does not anticipate
that it will use the service of such persons.
The Company has insufficient capital with which to provide
the owners of business opportunities with any significant
cash or other assets. However, management believes the
Company will offer owners of business opportunities the
opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required
to conduct an initial public offering. The owners of the
business opportunities will, however, incur significant post-
merger or acquisition registration costs in the event they
wish to register a portion of their shares for subsequent
sale. The Company will also incur significant legal and
accounting costs in connection with the acquisition of a
business opportunity, including the costs of preparing post-
effective amendments, Forms 8-K, agreements, and related
reports and documents. Nevertheless, the officers and
directors of the Company have not conducted market research
and are not aware of statistical data which would support
the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity. The
Company does not intend to make any loans to any prospective
merger or acquisition candidates or to unaffiliated third
parties.
Sources of Opportunities
The Company anticipates that businesses for possible
acquisition will be referred by various sources, including
its officers and directors, professional advisors,
securities broker-dealers, venture capitalists, members of
the financial community, and others who may present
unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal
contacts of its officers and directors as well as indirect
associations between them and other business and
professional people. It is not presently anticipated that
the Company will engage professional firms specializing in
business acquisitions or reorganizations.
The officers and directors of the Company are currently
employed in other positions and will devote only a portion
of their time (not more than one hour per week) to the
business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at
which time they expect to spend full-time investigating and
closing any acquisition for a period of two weeks. In
addition, in the face of competing demands for their time,
the officers and directors may grant priority to their full-
time positions rather than to the Company.
In addition, the officers and directors may have interests
in other public companies with similar corporate goals, or
in other private companies seeking to combine with a public
company such as this Company. The officers and directors
intend to conduct their search and evaluate candidates on an
arms' length basis, and will disclose any interest they may
have in a potential target. With respect to interests they
have in other companies that may have competing goals with
this Company, the officers and directors feel that there are
a sufficient number of attractive targets to enable them to
satisfy the goals of this and those other companies without
favoring either company. There is, of course, a risk that
one of the targets may end up becoming more successful than
the target that combines into this Company, or that the
target that combines with this Company does not achieve
success. That is the type of risk, however, that an investor
can reduce by diversification of his or her investment.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company (see "Management"). Management
intends to concentrate on identifying prospective business
opportunities which may be brought to its attention through
present associations with management. In analyzing
prospective business opportunities, management will consider
such matters as the available technical, financial and
managerial resources; working capital and other financial
requirements; history of operation, if any; prospects for
the future; present and expected competition; the quality
and experience of management services which may be available
and the depth of that management; the potential for further
research, development or exploration; specific risk factors
not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential
for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products,
services or trades; name identification; and other relevant
factors. Officers and directors of each Company will meet
personally with management and key personnel of the firm
sponsoring the business opportunity as part of their
investigation. To the extent possible, the Company intends
to utilize written reports and personal investigation to
evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial
statements cannot be obtained.
It may be anticipated that any opportunity in which the
Company participates will present certain risks. Many of
these risks cannot be adequately identified prior to
selection of the specific opportunity, and the Company's
shareholders must, therefore, depend on the ability of
management to identify and evaluate such risk. In the case
of some of the opportunities available to the Company, it
may be anticipated that the promoters thereof have been
unable to develop a going concern or that such business is
in its development stage in that it has not generated
significant revenues from its principal business activities
prior to the Company's participation. There is a risk, even
after the Company's participation in the activity and the
related expenditure of the Company's funds, that the
combined enterprises will still be able to become a going
concern or advance beyond the development stage. Many of the
opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such
risks will be assumed by the Company and, therefore, its
shareholders.
There is the additional risk that the Company will not find
a suitable target. Management does not believe the Company
will generate revenue without finding and completing a
transaction with a suitable target company. If no such
target is found, therefore, no return on an investment in
the Company will be realized, and there will not, most
likely, be a market for the Company's stock.
The Company will not restrict its search for any specific
kind of business, but may acquire a venture which is in its
preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is currently impossible to predict the status of
any business in which the Company may become engaged, in
that such business may need additional capital, may merely
desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
On the consummation of a transaction, it is possible that
the present management and shareholders of the Company will
not be in control of the Company. In addition, a majority or
all of the Company's officers and directors may, as part of
the terms of the acquisition transaction, resign and be
replaced by new officers and directors without a vote of the
Company's shareholders. It is anticipated that securities
issued in any such reorganization would be issued in
reliance on exemptions from registration under applicable
Federal and state securities laws. In some circumstances,
however, as a negotiated element of this transaction, the
Company may agree to register such securities either at the
time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale
into any trading market which may develop in the Company's
Common Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company
may be a party cannot be predicated, it may be expected that
the parties to the business transaction will find it
desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax free"
reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code of 1986, as amended (the "Code"). In
order to obtain tax free treatment under the Code, it may be
necessary for the owners of the acquired business to own 80%
or more of the voting stock of the surviving entity. In such
event, the shareholders of the Company, including investors
in this offering, would retain less than 20% of the issued
and outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of
certain information provided, check reference of management
and key personnel, and take other reasonable investigative
measures, to the extent of the Company's limited financial
resources and management expertise.
The manner in which each Company participates in an
opportunity will depend on the nature of the opportunity,
the respective needs and desires of the Company and other
parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other
management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on
the percentage of the Company which the target company's
shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
the Company's shareholders will, in all likelihood, hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the
event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company
can be expected to have a significant dilutive effect on the
percentage of shares held by the Company's then
shareholders, including purchasers in this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and
pursuing agreements with target companies. Management
anticipates that these funds will be repaid from the
proceeds of any agreement with the target company, and that
any such agreement may, in fact, be contingent upon the
repayment of those funds.
The Company will not have sufficient funds to undertake any
significant development, marketing and manufacturing of any
products which may be acquired. Accordingly, following the
acquisition of any such product, the Company will, in all
likelihood, be required to either seek debt or equity
financing or obtain funding from third parties, in exchange
for which the Company would probably be required to give up
a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be able
either to obtain additional financing or interest third
parties in providing funding for the further development,
marketing and manufacturing of any products acquired.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and
other instruments will require substantial management time
and attention and substantial costs for accountants,
attorneys and others. If a decision is made not to
participate in a specific business opportunity the cost
therefore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached
for the participation in a specific business opportunity,
the failure to consummate that transaction may result in the
loss of the Company of the related costs incurred.
Management believes that the Company may be able to benefit
from the use of "leverage" in the acquisition of a business
opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price of
that business. Through leveraged transaction, the Company
would be required to use less of its available funds for
acquiring the business opportunity and, therefore, could
commit those funds to the operations of the business
opportunity, to acquisition of other business opportunities,
or to other activities. The borrowing involved in a
leveraged transaction will ordinarily be secured by the
assets of the business opportunity to be acquired. If the
business opportunity acquired is not able to generate
sufficient revenues to make payments on the debt incurred by
the Company to acquire that business opportunity, the lender
would be able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the
amount of funds that the Company must commit to acquire a
business opportunity, may correspondingly increase the risk
of loss to the Company. No assurance can be given as to the
terms or availability of financing for any acquisition by
the Company. During periods when interest rates are
relatively high, the benefits of leveraging are not as great
as during periods of lower interest rates, because the
investment in the business opportunity held on a leveraged
basis will only be profitable if it generates sufficient
revenues to cover the related debt and other costs of the
financing. Lenders from which the Company may obtain funds
for purposes of a leveraged buy-out may impose restrictions
on the future borrowing, distribution, and operating
policies of the Company. It is not possible at this time to
predict the restrictions, if any, which lenders may impose,
or the impact thereof on the Company.
Competition
The Company is an insignificant participant among firms
which engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture
capital firms which have significantly greater financial and
personal resources, technical expertise and experience than
the Company. In view of the Company's limited financial
resources and management availability, the Company will
continue to be a significant competitive disadvantage vis-a-
vis the Company's competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting
or trading securities. While the Company does not intend to
engage in such activities, the Company obtains or continues
to hold a minority interest in a number of development stage
enterprises. The Company could be expected to incur
significant registration and compliance costs if required to
register under the Investment Company Act of 1940.
Accordingly, management will continue to review the
Company's activities from time to time with a view toward
reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in
such manner as to minimize Federal and state tax
consequences to the Company and to any target company.
Employees
The Company's only employees at the present time are its
officers and directors, who will devote as much time as the
Board of Directors determine is necessary to carry out the
affairs of the Company. (See "Management").
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
See "DESCRIPTION OF BUSINESS" above.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company has the use of a limited amount of office space
from one of the directors at no cost. The Company pays its
own charges for long distance telephone calls and other
miscellaneous secretarial, photocopying, and similar
expenses. There is no rental agreement or other cost for
these services.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information relating to the
beneficial ownership of the Company's common stock by those
persons holding beneficially more than 5% of the Company's
common stock, by the Company's directors and executive
officers, and by all of the Company's directors and
executive officers as a group.
Beneficial Holders of 5% or more:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Bobby Combs 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Douglas Ansell 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Bridget Richards 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common John Michael Eckert 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Lidiya Balfe 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Officer and Directors:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Bobby Combs 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Douglas Ansell 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Bridget Richards 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common John Michael Eckert 1,000,000 20%
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Common Officers and Directors 4,000,000 80%
as a group (4
Individuals)
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND
CONTROL PERSONS
The members of the Board of Directors of the Company serve
until the next annual meeting of the stockholders, or until
their successors have been elected. The officers serve at
the pleasure of the Board of Directors. Information as to
the directors and executive officers of the Company is as
follows:
Name/Address Age Position
Bobby Combs 62 President / Director
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Bridget Richards 22 Secretary / Director
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
John Michael Eckert 51 Treasurer
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Douglas Ansell 32 Director
3675 Pecos-McLeod,
Suite 1400
Las Vegas, NV 89121
Bobby Combs; President
Mr. Bobby Combs has been a Director and President of the
Company since inception, September 6, 1995.
Since October 1995, Mr. Combs has been a Director and
Officer of Silvercrest International, Inc. Since March 1994,
Mr. Combs has been president and majority stockholder of Par
One Mortgage, Las Vegas, Nevada. From January 1994, through
February 1994, he was a loan officer for Summit Capital, Las
Vegas, Nevada. Since 1989, Mr. Combs has been an Officer
and Director of Bobby Combs & Associates. From September
1993 through December 1993, Mr. Combs was a loan officer for
Vegas Valley Mortgage. From March 1993 through August 1993,
he was employed at Royal Kinfield Country Club, Las Vegas,
Nevada. From September 1990 until December 1991, Mr. Combs
was engaged in building and remodeling homes for Rauhut
Construction, Inc., Las Vegas, Nevada, of which he was a
partner. From March 1989 through August 1990, he was
engaged as a salesman in the ornamental iron industry.
Bridget Richards; Secretary
Ms. Richards has been a Director and Treasurer of the
Company since September 4, 1998.
Since 1997, Ms. Richards has been President and Director of
Kaleidoscope Associates, Inc., a Nevada corporation that
maintains filings and corporate records for 65 companies on
average.
Additionally, since June 1998, Ms. Richards has been
employed by Incorp Services, Inc., a company that provides
services to individuals and corporations.
From June 1996 to August 1997, Ms. Richards provided
administrative assistance to several individuals and
corporations as an independent contractor.
Prior to June 1996, Ms. Richards worked independently with
Security Mortgage maintaining all records, complete package
from loan application to fund.
John Michael Eckert; Treasurer
Mr. John Michael Eckert has been the Treasurer of the
Company since September 4, 1998.
Since 1992, Mr. Eckert has served as Executive Vice
President of American Properties International, Inc., Las
Vegas, NV where he was responsible for all plant operations
including purchasing, inventory control, computer systems,
processing and smelting schedules and administration. While
there, he implemented the first computer system for the
company, did extensive travel to Hong Kong, Tokyo, Taiwan,
and Korea to set up trade shows and property exhibitions
featuring U.S. real estate, and established an international
on-line interactive computer network for real estate
investments, portfolio planners and trading companies.
From 1988 through 1991, he was operations manager for Magic
Lantern Productions, a mining company in Las Vegas, Nevada.
While there, he was responsible for initial setup of
corporation, writing company policies and guidelines, hired
key personnel, established operating budgets, and initiated
early engineering plans for mining operations in Nevada,
California, and Canada.
From 1986 through 1987, he was employed as a sales engineer
with Mobile Communications, Inc., Las Vegas, Nevada where he
sold, installed and operated E.F. Johnson LTR Systems as
well as setting up and licensing remote sites in California,
Arizona, Utah, and Nevada.
In 1985, Mr. Eckert was employed by AGES Company, which was
an Independent Contractor to U.S. West, a local telephone
company in Tucson, Arizona. There, he worked as a
supervisor, responsible for area and cable wrecking as well
as the installation of fiber optic cables.
From 1984 to 1988, he worked Young Film Productions, Tucson,
AZ as a Producer/Unit Production Manager and was responsible
for scheduling feature film, national television commercial,
and television series production for film companies shooting
on location in southern Arizona and the Old Tucson Movie
Studios.
From 1981 to 1983, he served as a Sales Engineer for E.F.
Johnson Company, Waseca, MN where performed sales and system
design IMTS, ACS/Rydax, and Cellular Telephone systems to
both wire line and non wire line common carriers.
From 1976 to 1980, he was employed at Mark Webb Productions,
Denver, CO where he produced numerous television commercials
for Arby's Roast Beef, Coca Cola, Lincoln Mercury, and
Allstate Insurance just to name a few.
From 1964 to 1967, he served in the United States Navy. He
received an honorable discharge and is a Vietnam veteran.
He currently holds an FCC Radiotelephone license as well as
a LVMPD Gaming Card. He is also listed in the "Who's Who in
Corporate America", "Who's Who in Entertainment", and "Who's
Who in International Business."
Douglas Ansell; Director
Mr. Douglas Ansell has been a director and officer of the
Company since its inception on September 6, 1995.
Since June 1998, Mr. Ansell has overseen the operations and
been employed by Incorp Services, Inc., a company that
provides incorporation and corporate services to individuals
and corporations. Additionally, he performs at the MGM
Grand Hotel/Casino/Theme Park in Las Vegas, Nevada.
From May 1997 to June 1998, Mr. Ansell performed corporate
services for indiduals and corporations on an independent
contractor basis.
From October 1995 to May 1997, Mr. Ansell was in charge of
research and development of special projects for Facade
Systems, Inc., Las Vegas, Nevada where he had previously
overseen the development of custom "touch screen" cash
control and security applications for the casino and
hospitality industries. More recently, he has focused his
development efforts on the design and engineering or second-
generation artificially intelligent document management
applications.
Since 1981, Mr. Ansell has served in various consulting and
programming capacities within the computer, entertainment
,and gaming industries including, but not limited to,
consulting and software engineering for Desert Coin
Corporation, Las Vegas, Nevada between February 1995 and
October 1995 where his duties included the development of
various cash control and anti-theft systems.
Since 1988, Mr. Ansell has been recognized within the music
industry as one of the nation's top MIDI (Musical Digital
Interface) programmers as well as being highly regarded for
his production and performance skills.
Blank Check Experience
In addition to the experience described above, Mr. Bobby
Combs is or has been an officer and/or director of a number
of blank check companies.
B-N-B Enterprises, Inc. - Treasurer from November 1994
through May 1997. He resigned as part of a merger
agreement with Allwest Systems International, Inc.
Mr. Combs received no compensation as part of the
merger, other than shares in the surviving entity,
which were granted in the same amount as all other
shareholders received.
Bach-Hauser - Officer and Director since October 1995.
M-80's, Inc. - Officer and Director since May 1998.
Professional Mining Consultants, Inc. - Officer and
Director since 1999.
Nevada Stock Transfer Corporation - Officer and
Director since April 1987. However, this company is
no longer in existence.
In addition to the experience described above, Ms. Bridget
Richards is or has been an officer and/or director of a
number of blank check companies.
Papoose Properties, Inc. - Officer and Director since
April 1998
Eckity First Associates, Inc. - Officer and Director
since March 1998
M-80's Inc. - Officer and Director since May 1998
Nevada Newcomer, Inc. - Officer and Director since
March 1997
Hippopotamus, Inc. - Officer and Director since April
1997
Glucose Tech, Inc. - Officer and Director since
September 1997
Daughter Judy, Inc. - Officer and Director since June
1998
Master Tan, Inc. - Officer and Director since April
1998
Baby Blue Moon, Inc. - Officer and Director since June
1997
Facade Systems, Inc. - Officer and Director since June
1997
In addition to the experience described above, Mr. John
Michael Eckert is or has been an officer and/or director of
a number of blank check companies.
Dream Team International - Officer and Director since
March 20, 1998.
Handell-Graff, Inc. - Treasurer from November 1995
through March 1999. He resigned as part of a merger
agreement with Healthcomp Evaluation Services Corp.
Mr. Eckert received no compensation as part of the
merger, other than shares in the surviving entity,
which were granted in the same amount as all other
shareholders received.
Charter Group International, Inc. - Officer and/ or
Director from November 1990 through August 1997. He
resigned as part of a merger agreement with
Signature Brands, Inc. Mr. Eckert received no
compensation as part of the merger, other than
shares in the surviving entity, which were granted
in the same amount as all other shareholders
received.
Asian-American International, Inc. - Treasurer since
November 1994.
Sporlox Corporation - Secretary since May 1998.
Las Vegas Sports and Celebrity Hall of Fame, Inc. -
Officer and/or Director since February 1991.
In addition to the experience described above, Mr. Douglas
Ansell is or has been a director and/or officer of a number
of blank check companies.
Austin Land & Development, Inc. - Officer and Director
since September 1995.
Austin Land & Resources, Inc. - Secretary from
September 1995 through April 1999. He resigned as
part of a merger agreement with Tangible Assets
Galleries, Inc. Mr. Ansell received no compensation
as part of the merger, other than shares in Tangible
Assets Galleries, Inc., which were granted in the
same amount as all other shareholders received.
Frozen Assets, Inc. - Officer and Director from June
1995 through March 1998. He resigned as part of a
merger agreement with Growth Industries, Inc., which
then merged with Fragrance Express, Inc., which then
again merged with National Boston Medical, Inc. Mr.
Ansell received no compensation as part of the
merger, other than shares in the surviving entity,
which were granted in the same amount as all other
shareholders received.
Caye Chapel, Inc. - Officer and Director from September
1995 through October 1998. He resigned as part of a
merger agreement in October 1998. Mr. Ansell
received no compensation as part of the merger,
other than shares in the surviving entity, which
were granted in the same amount as all other
shareholders received.
Boogie Knights, Inc. - Officer and Director since May
1998.
Daughter Judy, Inc. - Officer and Director since June
1998.
Disco Inferno, Inc. - Officer and Director since May
1998.
The Computer Giftware Co. - Officer and Director since
February 1996.
Panda Pacific, Inc. - Officer and Director since May
1997.
Austin Underground (name changed to Saleoutlet.Com) -
Officer and Director since November 1994.
Momentum Entertainment, Inc. - Officer and Director
since January 1998.
Brookshire Atlantic, Inc. - Officer and Director since
January 1999.
Master Tan, Inc. - Officer and Director since September
1998.
K-9 Protection, Inc. - Officer and Director since July
1996.
Relational Concepts, Inc. - Officer and Director since
April 1999.
There is no family relationship between any of the officers
and directors of the Company. The Company's Board of
Directors has not established any committees.
ITEM 6. EXECUTIVE COMPENSATION
No compensation of directors or executive officers is paid
or anticipated to be paid by the Company until an
acquisition is completed. On acquisition of a business
opportunity, current management may resign and be replaced
by persons associated with the business acquired,
particularly if the Company participates in the target
company by effecting a reorganization, merger, or
consolidation. If any member of current management remains
after effecting an acquisition, that member's time
commitment will likely be adjusted based on the nature and
method of the acquisition and location of the business. That
time commitment cannot be predicted prior to the
acquisition. Compensation of management will be determined
by the board of directors in place after the acquisition,
and shareholders of the Company will not have the
opportunity to vote on or approve such compensation.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are no relationships or transactions to be reported.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such
action by or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
There is no current market for the Company's stock. There
has been no trading in the Company's stock, therefore high
and low bid quotations are not available.
There are 5 record owners of the Company's stock. The
Company has never paid a cash dividend and has no present
intention of doing so in the foreseeable future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the issuances of stock made in 1996, the
Registrant relied on Section 4 of the Securities Act of
1933, as amended. No advertising or general solicitation was
employed in offering the shares. The securities were not
offered for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the
issuance of 50,000,000 shares of Common Stock, $0.001 par
value per share. Of the authorized common stock, 5,000,000
are issued and outstanding. The shares are non-assessable,
without pre-emptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to one
vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable,
without pre-emptive rights, and do not carry cumulative
voting rights. Holders of common shares are entitled to
share ratably in dividends, if any, as may be declared by
the Company from time-to-time, from funds legally available.
In the event of a liquidation, dissolution, or winding up of
the Company, the holders of shares of common stock are
entitled to share on a pro-rata basis all assets remaining
after payment in full of all liabilities.
Preferred Stock
The Company's Articles of Incorporation authorizes the
issuance of 10,000,000 shares of preferred stock, $0.01 par
value per share, none of which have been issued. The Company
currently has no plans to issue any preferred stock. The
Company's Board of Directors has the authority, without
action by the shareholders, to issue all or any portion of
the authorized but unissued preferred stock in one or more
series and to determine the voting rights, preferences as to
dividends and liquidation, conversion rights, and other
rights of such series. The preferred stock, if and when
issued, may carry rights superior to those of common stock;
however no preferred stock may be issued with rights equal
or senior to the preferred stock without the consent of a
majority of the holders of then-outstanding preferred stock.
The Company considers it desirable to have preferred stock
available to provide increased flexibility in structuring
possible future acquisitions and financings, and in meeting
corporate needs which may arise. If opportunities arise that
would make the issuance of preferred stock desirable, either
through public offering or private placements, the
provisions for preferred stock in the Company's Certificate
of Incorporation would avoid the possible delay and expense
of a shareholder's meeting, except as may be required by law
or regulatory authorities. Issuance of the preferred stock
could result, however, in a series of securities outstanding
that will have certain preferences with respect to dividends
and liquidation over the common stock which would result in
dilution of the income per share and net book value of the
common stock. Issuance of additional common stock pursuant
to any conversion right which may be attached to the terms
of any series of preferred stock may also result in dilution
of the net income per share and the net book value of the
common stock. The specific terms of any series of preferred
stock will depend primarily on market conditions, terms of a
proposed acquisition or financing, and other factor existing
at the time of issuance. Therefor, it is not possible at
this time to determine in what respect a particular series
of preferred stock will be superior to the Company's common
stock or any other series of preferred stock which the
Company may issue. The Board of Directors does not have any
specific plan for the issuance of preferred stock at the
present time, and does not intend to issue any preferred
stock at any time except on terms which it deems to be in
the best interest of the Company and its shareholders.
The issuance of preferred stock could have the effect of
making it more difficult for a third party to acquire a
majority of the outstanding voting stock of the Company.
Further, certain provisions of Nevada law could delay or
make more difficult a merger, tender offer, or proxy contest
involving the Company. While such provisions are intended to
enable the Board of Directors to maximize shareholder value,
they may have the effect of discouraging takeovers which
could be in the best interests of certain shareholders.
There is no assurance that such provisions will not have an
adverse effect on the market value of the Company's stock in
the future.
Shares Eligible for Future Sale
Of the issued and outstanding shares, all 5,000,000 are
subject to resale restrictions and, unless registered under
the Securities Act of 1933 (the "Act") or exempted under
another provision of the Act, will be ineligible for sale in
the public market. Sales may be made after two years from
their acquisition in accordance with Rule 144 promulgated
under the Act.
In general, Rule 144 permits a person (or persons whose
shares are aggregated) who has beneficially owned shares
that were acquired privately (either directly from the
Company or from an Affiliate of the Company) for at least
two years, or who is an Affiliate of the Company, to sell
within any three-month period, a number of such shares that
does not exceed the greater of 1% of the then-outstanding
shares of the Company's Common Stock (approximately 43,000
as of the date of this statement) or the average weekly
trading volume in the Company's common stock during the four
calendar weeks immediately preceding such sale. Sales under
Rule 144 are also subject to certain manner of sale
provisions, notice requirements, and the availability of
current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed to
have been an Affiliate at any time during the 90 days
preceding a sale, and who has beneficially owned shares for
at least three years, is entitled to sell all such shares
under Rule 144 without regard to the volume limitations,
current public information requirements, manner of sale
provisions, or notice requirements. Sales of substantial
amounts of the Common Stock of the Company in the public
market could affect prevailing market prices adversely.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts, or
omissions not amounting to intentional misconduct, fraud or
a knowing violation of the law, since provisions have been
made in the Articles of incorporation and By-laws limiting
such liability. The Articles of Incorporation and By-laws
also provide for indemnification of the officers and
directors of the Company in most cases for any liability
suffered by them or arising from their activities as
officers and directors of the Company if they were not
engaged in intentional misconduct, fraud or a knowing
violation of the law. Therefore, purchasers of these
securities may have a more limited right of action than they
would have except for this limitation in the Articles of
Incorporation and By-laws.
The officers and directors of the Company are accountable to
the Company as fiduciaries, which means such officers and
directors are required to exercise good faith and integrity
in handling the Company's affairs. A shareholder may be able
to institute legal action on behalf of himself and all
others similarly stated shareholders to recover damages
where the Company has failed or refused to observe the law.
Shareholders may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative
suit to enforce their rights, including rights under certain
federal and state securities laws and regulations.
Shareholders who have suffered losses in connection with the
purchase or sale of their interest in the Company in
connection with such sale or purchase, including the
misapplication by any such officer or director of the
proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by
this Item 13 follow the index of financial statements
appearing at Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Not Applicable.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Barry L. Friedman,
P.C., dated December 13, 1999
Balance Sheet as of December 10, 1999, December
31, 1998, and December 31, 1997
Statement of Operation for the period January 1,
1999, to December 10, 1999, and the two years
ended December 31, 1998, and December 31, 1997.
Statement of Stockholders' Equity
Statement of Cash Flows for the period January 1,
1999, to December 10, 1999, and the two years
ended December 31, 1998, and December 31, 1997.
Notes to Financial Statements
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Polyspherics, Inc.
Las Vegas, Nevada
The firm of Barry L. Friedman, P.C., Certified Public
Accountant consents to the inclusion of their report of
December 13, 1999, on the Financial Statements of
Polyspherics, Inc., as of December 10, 1999, in any filings
that are necessary now or in the near future with the U.S.
Securities and Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
INDEPENDENT AUDITORS' REPORT
Board of Directors
December 13, 1999
Polyshperics, Inc.
Las Vegas, Nevada
I have audited the accompanying Balance Sheets of
Polyspherics, Inc. (A Development Stage Company), as of
December 10, 1999, and December 31, 1998, and December 31,
1997, and the related statements of operations,
stockholders' equity and cash flows for period of January 1,
1999, to December 10, 1999, and the two years ended December
31, 1998, and December 31, 1997. These financial statements
are the responsibility of the Company'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 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Polyspherics, Inc. (A Development Stage
Company), as of December 10, 1999, and December 31, 1998,
and December 31, 1997, nd the results fo its operations and
cash flows for the period January 1, 1999, to December 10,
1999, and the two years ended December 31, 1998, and
December 31, 1997, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #3 to the financial statements, the
Company has suffered recurring losses from operations and
has no established source of revenue. This raises
substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is
described in Note #3. These financial statements do not
include any adjustments that might result from the outcome
of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
POLYSPHERICS
(A Development Stage Company)
BALANCE SHEET
December December December
10, 1999 31, 1998 31, 1997
ASSETS
CURRENT ASSETS: 0 0 0
TOTAL CURRENT ASSETS 0 0 0
OTHER ASSETS; 0 0 0
TOTAL OTHER ASSETS 0 0 0
TOTAL ASSETS 0 0 0
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES;
Officers Advances (Note 6) 405 270 85
TOTAL CURRENT LIABILITIES 405 270 85
STOCKHOLDERS' EQUITY;
Preferred stock, par value $.001 0
authorized 10,000,000 shares
issued and outstanding at
December 10, 1999 - None
Common stock, $0.001 par value, 5,000
authorized 50,000,000 shares
issued and outstanding at
December 31, 1997 - 5,000,000
shs
December 31, 1998 - 5,000,000 5,000
shs
December 10, 1999 - 5,000,000 5,000
shs
Additional paid-in Capital 0 0 0
Accumulated loss -5,405 -5,270 -5,085
TOTAL STOCKHOLDERS' EQUITY -405 -270 -85
TOTAL LIABILITIES AND 0 0 0
STOCKHOLDERS' EQUITY
POLYSPHERICS, INC.
(A Development Stage Company)
STATEMENT OF OPERATION
Jan. 1, Year Ended Year Ended Sep. 5,
1999 to Dec. 31, Dec. 31, 1996
Dec. 10, 1998 1997 (inception)
1999 to Dec. 10,
1999
INCOME:
Revenue 0 0 0 0
EXPENSES:
General, Selling 135 185 0 5,405
and
Administrative
Total Expenses 135 185 0 5,405
Net Profit/Loss(--135 -185 0 -5,405
)
Net Profit/Loss NIL NIL NIL -.0011
(-) Per weighted
Share (Note 2)
Weighted average 5,000,000 5,000,000 5,000,000 5,000,000
Number of common
Shares
outstanding
See accompanying notes to financial statements & audit
report
POLYSPHERICS, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additiona Accumulate
Shares Amount l paid-in d Deficit
Capital
Balance, 5,000,00 $5,000 0 $-5,085
December 31, 1996 0
Net loss year ended 0
December 31, 1997
Balance, 5,000,00 $5,000 0 $-5,085
December 31, 1997 0
Net loss year ended -185
December 31, 1998
Balance, 5,000,00 $5,000 0 $5,270
December 31, 1998 0
Net Loss January 1, -135
1999 to December
10, 1999
Balance, 5,000,00 $5,000 0 $-5,405
December 10, 1999 0
See accompanying notes to financial statements & audit
report.
POLYSPHERICS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year Ended Year Ended Sep. 5,
1999 to Dec. 31, Dec. 31, 1996
Dec. 10, 1998 1997 (inception)
1999 to Dec. 10,
1999
Cash Flows from
Operating Activities:
Net Loss (-), Gain (+) -135 -185 0 -5,405
Issued common stock +5,000
for services
Changes in Assets and
Liabilities:
Officers Advances +135 +185 0 +405
Net cash used in 0 0 0 0
Operating Activities
Cash Flows from 0 0 0 0
Investing Activities
Cash Flows from 0 0 0 0
Financing Activities:
Net increase 0 0 0 0
(decrease) in cash
Cash, Beginning of 0 0 0 0
period
Cash, end of period 0 0 0 0
See accompanying notes to financial statements & audit
report
POLYSPHERICS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 10, 1999, December 31, 1998, and December 31, 1997
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized September 5, 1996, under the laws
of the State of Nevada as Polyspherics, Inc. The Company
currently has no operations and in accordance with SFAS #7,
is considered a development company.
On September 6, 1996, the company issued 5,000,000 common
shares of its authorized 50,000,000 common shares of $0.001
par value common stock for $5,000.00 of services.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined
except as follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed usinmg the weighted
average number of shasres of common stock outstanding.
3. The Company has not yet adopted any policy regarding
payment of dividends. No dividends have been paid since
inception.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the
generally accepted accounting principles applicable to a
going concern, which contemplates the realization of assets
and liquididation of liabilities in the normal course of
business. However, the Company has no current source of
revenue. Without realization of additional capital thorugh a
merger with an existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common stock.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal
property. An officer of the corporation provides office
services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been
reflected therein. The officers and directors of the Company
are involved in other business activities and may, in the
future, become involved in other business opportunities.
If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company
and their other business interests. The Company has not
formulated a policy for the resolution of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a
merger with an existing oeprating company, an officer of the
Company has advanced funds on behalf of the Company to pay
for any costs incurred by it. These funds are interest free.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
Articles Of Incorporation
Of
Polyspherics, Inc.
Know all men by these present that the undersigned
have this day voluntarily associated ourselves
together for the purpose of forming a corporation
under and pursuant to the provisions of Nevada
Revised Statutes 78.010 to Nevada Revised Statues
78.090 inclusive as amended and state and certify
that the articles of incorporation are as follows:
First: Name
The name of the corporation is Polyspherics,
Inc., (The "Corporation").
Second: Registered Office and Agent
The address of the registered office of the
corporation in the State Of Nevada is 1700 East
Desert Inn Road, Suite 403, Las Vegas, NV, in the
city of Las Vegas, County Of Clark. The name and
address of the corporation's registered agent in
the State of Nevada is Douglas Ansell, at said
address, until such time as another agent is duly
authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage
in any lawful act or activity for which
corporations may now or hereafter be organized
under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the
following:
(a) The Corporation may at any
time exercise such rights,
privileges, and powers, when not
inconsistent with the purposes
and object for which this
corporation is organized-,
(b) The Corporation shall
have power to have succession by
it's corporate name in
perpetuity, or until dissolved
and it's affairs wound up
according to law;
(c)The Corporation shall have power to sue and be sued in
any court of law or equity;
(d)The Corporation shall have power to make contracts;
(e) The Corporation shall
have power to hold, purchase and
convey real and personal estate
and to mortgage or lease any
such real and personal estate
with it's franchises. The power
to hold real and personal estate
shall include the power to take
the same by devise or bequest in
the State of Nevada, or in any
other state, territory or
country;
(f) The corporation shall
have power to appoint such
officers and agents as the
affairs of the Corporation shall
requite and allow them suitable
compensation;
(g) The Corporation shall
have power to make bylaws not
inconsistent with the
constitution or laws of the
United States, or of the State
of Nevada, for the management,
regulation and government of if
s affairs and property, the
transfer of it's stock, the
transaction of d's business and
the calling and holding of
meetings of stockholders;
(h) The Corporation shall
have the power to wind up and
dissolve itself, or be wound up
or dissolved;
(i) The Corporation shall
have the power to adopt and use
a common seal or stamp, or to
not use such seal or stamp and
if one is used, to alter the
same. The use of a seal or
stamp by the corporation on any
corporate documents is not
necessary. The Corporation may
use a seal or stamp, if it
desires, but such use or non-use
shall not in any way affect the
legality of the document;
(j) The Corporation Shall
have the power to borrow money
and contract debts when
necessary for the transaction of
Ws business, or for the exercise
of it's corporate rights,
privileges or franchises, or for
any other lawful purpose of it's
incorporation; to issue bonds,
promissory notes, bills of
exchange, debentures and other
obligations and evidence of
indebtedness, payable at a
specified time or times, or
payable upon the happening of a
specified event or events,
whether secured by mortgage,
pledge or otherwise, or
unsecured, for money borrowed,
or in payment for property
purchased, or acquired, or for
another lawful object;
(k) The Corporation shall have
the power to guarantee,
purchase, hold, sell, assign,
transfer, mortgage, pledge or
otherwise dispose of the shares
of the capital stock of, or any
bonds, securities or evidence in
indebtedness created by any
other corporation or
corporations in the State of
Nevada, or any other state or
government and, while the owner
of such stock, bonds, securities
or evidence of indebtedness, to
exercise all the rights, powers
and privileges of ownership,
including the right to vote, if
any;
(l) The Corporation shall have
the power to purchase, hold,
sell and transfer shares of it's
own capital stock and use
therefor it's capital, capital
surplus, surplus or other
property or fund;
(m) The Corporation shall have
to conduct business, have one or
more offices and hold, purchase,
mortgage and convey real and
personal property in the State
of Nevada and in any of the
several states, territories,
possessions and dependencies of
the United States, the District
of Columbia and in any foreign
country;
(n) The Corporation shall have
the power to do all and
everything necessary and proper
for the accomplishment of the
objects enumerated in it's
articles of incorporation, or
any amendments thereof, or
necessary or incidental to the
protection and benefit of the
Corporation and, in general, to
carry on any lawful business
necessary or incidental to the
attainment of the purposes of
the Corporation, whether or not
such business is similar in
nature to the purposes set forth
in the articles of incorporation
of the Corporation, or any
amendment thereof,
(o) The Corporation shall have
the power to make donations for
the public welfare or for
charitable, scientific or
educational purposes;
(p) The Corporation shall have
the power to enter partnerships,
general or limited, or joint
ventures, in connection with any
lawful activities.
Forth: Capital Stock
1.Classes and Number of Shares. The total number
of shares of all classes of stock, which the
corporation shall have authority to issue is
Sixty Million (60,000,000), consisting of Fifty
Million (50,000,000) shares of Common Stock,
par value of $0.001 per share (The "Common
Stock") and Ten Million (10,000,000) shares of
Preferred Stock, which have a par value of
$0.001 per share (the "Preferred Stock").
2. Powers and Rights of Common Stock
(a) Preemptive Right. No
shareholders of the Corporation holding
common stock shall have any preemptive or
other right to subscribe for any
additional un-issued or treasury shares of
stock or for other securities of any
class, or for rights, warrants or options
to purchase stock, or for scrip, or for
securities of any kind convertible into
stock or carrying stock purchase warrants
or privileges unless so authorized by the
Corporation;
(b) Voting Rights and Powers. With respect
to all matters upon which stockholders are
entitled to vote or to which stockholders
are entitled to give consent, the holders
of the outstanding shares of the Common
Stock shall be entitled to cast thereon
one (1) vote in person or by proxy for
each share of the Common Stock standing in
his/her name:
(c) Dividends and Distributions
(i) Cash Dividends. Subject
to the rights of holders of
Preferred Stock, holders of
Common Stock shall be entitled
to receive such cash dividends
as may be declared thereon by
the Board of Directors from
time to time out of assets of
funds of the Corporation
legally available therefor;
(ii) Other Dividends and
Distributions. The Board of
Directors may issue shares of
the Common Stock in the form
of a distribution or
distributions pursuant to a
stock dividend or split-up of
the shares of the Common
Stock;
(iii) Other Rights. Except as
otherwise required by the
Nevada Revised Statutes and as
may otherwise be provided in
these Articles of
Incorporation, each share of
the Common Stock shall have
identical powers. preferences
and rights, including rights
in liquidation;
3.Preferred Stock The powers, preferences,
rights, qualifications, limitations and
restrictions pertaining to the Preferred Stock,
or any series thereof, shall be such as may be
fixed, from time to time, by the Board of
Directors in it's sole discretion, authority to
do so being hereby expressly vested in such
board.
4.Issuance of the Common Stock and the Preferred
Stock. The Board of Directors of the
Corporation may from time to time authorize by
resolution the issuance of any or all shares of
the Common Stock and the Preferred Stock herein
authorized in accordance with the terms and
conditions set forth in these Articles of
Incorporation for such purposes, in such
amounts, to such persons, corporations, or
entities, for such consideration and in the
case of the Preferred Stock, in one or more
series, all as the Board of Directors in it's
discretion may determine and without any vote
or other action by the stockholders, except as
otherwise required by law. The Board of
Directors, from time to time, also may
authorize, by resolution, options, warrants and
other rights convertible into Common or
Preferred stock (collectively "securities.")
The securities must be issued for such
consideration, including cash, property, or
services, as the Board or Directors may deem
appropriate, subject to the requirement that
the value of such consideration be no less than
the par value if the shares issued. Any shares
issued for which the consideration so fixed has
been paid or delivered shall be fully paid
stock and the holder of such shares shall not
be liable for any further call or assessment or
any other payment thereon, provided that the
actual value of such consideration is not less
that the par value of the shares so issued.
The Board of Directors may issue shares of the
Common Stock in the form of a distribution or
distributions pursuant to a stock divided or
split-up of the shares of the Common Stock only
to the then holders of the outstanding shares
of the Common Stock.
5.Cumulative Voting. Except as otherwise required
by applicable law, there shall be no cumulative
voting on any matter brought to a vote of
stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of
the powers conferred by statute and subject to
Article Sixth hereof, the Board of Directors is
expressly authorized to adopt, repeal, rescind,
alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws).
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the
bylaws may also be adopted, repealed, rescinded,
altered or amended in any respect by the
stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than
seventy-five percent (75%) of the voting power of
all outstanding shares of voting stock, regardless
of class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation
shall be managed by and under the direction of the
Board of Directors. Except as may otherwise be
provided pursuant to Section 4 or Article Forth
hereof in connection with rights to elect
additional directors under specified
circumstances, which may be granted to the holders
of any class or series of Preferred Stock, the
exact number of directors of the Corporation shall
be determined from time to time by a bylaw or
amendment thereto, providing that the number of
directors shall not be reduced to less that two
(2). The directors holding office at the time of
the filing of these Articles of Incorporation
shall continue as directors until the next annual
meeting and/or until their successors are duly
chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable
law, each director shall serve for a term ending
on the date of the third Annual Meeting of
Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which
such director was elected. All directors, shall
have equal standing.
Not withstanding the foregoing provisions of
this Article Eighth each director shall serve
until his successor is elected and qualified or
until his death, resignation or removal; no
decrease in the authorized number of directors
shall shorten the term of any incumbent director;
and additional directors, elected pursuant to
Section 4 or Article Forth hereof in connection
with rights to elect such additional directors
under specified circumstances, which may be
granted to the holders of any class or series of
Preferred Stock, shall not be included in any
class, but shall serve for such term or terms and
pursuant to such other provisions as are specified
in the resolution of the Board or Directors
establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant
to Section 4 of Article Forth hereof in connection
with rights to elect additional directors under
specified circumstances, which may be granted to
the holders of any class or series of Preferred
Stock, newly created directorships resulting from
any increase in the number of directors, or any
vacancies on the Board of Directors resulting from
death, resignation, removal, or other causes,
shall be filled solely by the quorum of the Board
of Directors. Any director elected in accordance
with the preceding sentence shall hold office for
the remainder of the full term of directors in
which the new directorship was created or the
vacancy occurred and until such director's
successor shall have been elected and qualified or
until such director's death, resignation or
removal, whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant
to Section 4 or Article Fourth hereof in
connection with rights to elect additional
directors under specified circumstances, which may
be granted to the holders of any class or series
of Preferred Stock, any director may be removed
form office only for cause and only by the
affirmative vote of the holders of not less than
seventy-five percent (75%) of the voting power of
all outstanding shares of voting stock entitled to
vote in connection with the election of such
director, provided, however, that where such
removal is approved by a majority of the
Directors, the affirmative vote of a majority of
the voting power of all outstanding shares of
voting stock entitled to vote in connection with
the election of such director shall be required
for approval of such removal. Failure of an
incumbent director to be nominated to serve an
additional term of office shall not be deemed a
removal from office requiring any stockholder
vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken
by the stockholders of the Corporation must be
effective at a duly called Annual Meeting or at a
special meeting of stockholders of the
Corporation, unless such action requiring or
permitting stockholder approval is approved by a
majority of the Directors, in which case such
action may be authorized or taken by the written
consent of the holders of outstanding shares of
Voting Stock having not less than the minimum
voting power that would be necessary to authorize
or take such action at a meeting of stockholders
at which all shares entitled to vote thereon were
present and voted, provided all other requirements
of applicable law these Articles have been
satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the
Corporation for any purpose or purposes may be
called at any time by a majority of the Board of
Directors or by the Chairman of the Board or the
President. Special meeting may not be called by
any other person or persons. Each special meeting
shall be held at such date and time as is
requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation
may be held within or without the State of Nevada,
as the Bylaws may provide. The books of the
Corporation may be kelp (subject to any provision
of the Nevada Revised Statutes) outside the State
of Nevada at such place or places as may be
designated from time to time by the Board of
Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders
shall not be subject to the payment of corporate
debts to any extent whatever and the stockholders
shall not be personally liable for the payment of
the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in
Business Combinations.
To the maximum extent permissible under the
Nevada Revised Statutes of the State of Nevada,
the stockholders of the Corporation shall be
entitled to the statutory appraisal rights
provided therein, with respect to any business
Combination involving the Corporation and any
stockholder (or any affiliate or associate of any
stockholder), which required the affirmative vote
of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt,
repeal, rescind, alter or amend in any respect any
provision contained in these Articles of
Incorporation in the manner now or hereafter
prescribed by applicable law and all rights
conferred on stockholders herein granted subject
to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual
existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have
personal liability to the Corporation or any of
it's stockholders for monetary damages for breach
of fiduciary duty as a director or officers
involving any act or omission of any such director
or officer. The foregoing provision shall not
eliminate or limit the liability of a director (i)
for any breach of the directors duty of loyalty to
the Corporation or it's stockholders, (ii) for
acts or omissions not in good faith or, which
involve intentional misconduct or a knowing
violation of law, (iii) under applicable Sections
of the Nevada RevisedStatutes, (iv) the payment of
dividends in violation of Section 78.300 of the
Nevada Revised Statutes or, (v) for any
transaction from which the director derived an
improper personal benefit. Any repeal or
modification of this Article by the stockholders
of the Corporation shall be prospective only and
shall not adversely affect any limitation on the
personal liability of a director or officer of the
Corporation for acts or omissions prior to such
repeal or modification.
Nineteenth: Name and
Address of Incorporator.
The name and address of the incorporator of
the Corporation is:
Douglas Ansell
137 Blue Creek Way
Henderson, NV 89015
Twentieth: Name(s) and Address(es) of the
Board of Directors.
The number of initial directors shall be two
The name and address of director #1 is:
Bobby Combs
6669 Five Pennies Circle
Las Vegas, NV 89120
The name and address of director #2 is:
Douglas Ansell
137 Blue Creek Way
Henderson, NV 89015
I. Douglas Ansell, being the first director
and Incorporator herein before named, for the
purpose of forming a corporation pursuant to the
Nevada Revised Statutes of the State of Nevada, do
make these Articles, hereby declaring and
certifying that this is my act and deed and the
facts herein stated are true and accordingly have
hereunto set my hand this 12th day of August,
1996.
By: /s/ Douglas
Ansell
Douglas Ansell
Bylaws of
Polyspherics, Inc.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation
shall maintain a Principal office. The location of the
principal office may be changed by the Board of Directors.
The Corporation also may have offices in such other places
as the Board may from time to time designate. The location
of the initial principal office of the Corporation shall be
designated by resolution.
Article II
Shareholders Meetings
1 . Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these
Bylaws. The meeting shall be held on the First Friday of
September of each year. If such day is a legal holiday, the
meeting shall be on the next business day. This meeting
shall be for the election of Directors and for the
transaction of such other business as may properly come
before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated
by statute, may be called by the President upon written
request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour
of the meeting the purpose or purposes for which it is
called, and the name of the person by whom or at whose
direction the meeting is called shall be given.
3. Notice of Shareholders Meeting
The Secretary shall give written notice 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, which shall be delivered not less than ten or more
than fifty days before the date of the meeting, either
personally or by mail to each shareholder of record entitled
to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States
mail, addressed to the share-holder at their address as it
appears on the books of the Corporation, with postage
thereon prepaid. Attendance at the meeting shall constitute
a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either
within or without the State of Nevada, as the place of
meeting for any annual meeting or for any special meeting
called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting
may designate any place, either within or without the
State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special
meeting is otherwise called, the place of meeting shall
be the principal office of the Corporation,
5. Record Date
The Board of Directors may fix a date not less than ten
nor more than fifty days prior to any meeting as the
record date for the purpose of determining shareholders
entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the
Board of Directors for a stated period not to exceed
fifty days for the purpose of determining shareholders
entitled to receive payment of and dividend, or in order
to make a determination of shareholders for any other
purpose.
6. Quorum
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders.
If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shams so
represented may adjourn the meeting from time to time
without further notice. At a meeting resumed after any
such adjournment at which a quorum shall be present or
represented, any business may be transacted, which might
have been transacted at the meeting as originally noticed
7. Voting
A holder of outstanding shares, entitled to vote at a
meeting may vote at such meeting in person or by proxy.
Except as may otherwise be provided in the currently
filed Articles of incorporation, every shareholder shall
be entitled to one vote for each share standing their
name on the record of shareholders. Except as herein or
in the currently filed Articles of Incorporation
otherwise provided, all corporate action shall be
determined by a majority of the votes cast at a meeting
of shareholders by the holders of shares entitled to vote
thereon.
8. Proxies
At all meeting of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder
or by their duly authorized attorney-in-fact. Such proxy
shall be filed with the Secretary of the Corporation
before or at the time of the meeting. No proxy shall be
valid after six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be
signed by a majority of the shareholders entitled to vote
with respect to the subject matter thereof
Article W
Board of Directors
1. General Powers
The business and affairs of the Corporation
shall be managed by its Board of Directors. The
Board if Directors may adopt such rules and
regulations for the conduct of their meetings
and the management of the Corporation as they
appropriate under the circumstances. The Board
shall have authority to authorize changes in the
Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall
be a number between one and five, as the
Directors may by resolution determine from time
to time. Each of the Directors shall hold office
until the next annual meeting of shareholders
and until their successor shall have been
elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors
shall be held without other notice than by this
Bylaw, immediately after and, at the same place
as the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the
time and place for the holding of additional
regular meetings without other notice than this
resolution.
4. Special Meetings
Special meetings of the Board of Directors may
be called by order of the Chairman of the Board
or the President. The Secretary shall give
notice of the time, place and purpose or
purposes of each special meeting by mailing the
same at least two days before the meeting or by
telephone, telegraphing or telecopying the same
at least one day before the meeting to each
Director. Meeting of the Board of Directors may
be hold by telephone conference call.
5. Quorum
A majority of the members of the Board of
Directors shall constitute a quorum for the
transaction of business, but less than a quorum
may adjourn any meeting from time to time until
a quorum shall be present, whereupon the meeting
may be hold, as adjourned, without further
notice. At any meeting at which every Director
shall be present, even though without any formal
notice any business may be transacted
6. Manner of Acting
At all meetings of the Board of Directors, each
Director shall have one vote. The act of a
majority of Directors present at a meeting shall
be the act of the Board of Directors, provided
that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to
exist in the case of death, resignation, or removal of
any Director, or if the authorized number of Directors is
increased, or if the shareholders fait, at any meeting of
the shareholders, at which any Director is to be elected,
to elect the fu U authorized number of Directors to be
elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding
and entitled to vote. Such vacancy shall be filled by the
Directors entitled to vote. Such vacancy shall be filled
by the Directors then in office, though less than a
quorum, to hold office until the next annual meeting or
until their successor is duly elected and qualified,
except that any directorship to be filled by election by
the shareholders at the meeting at which the Director is
removed. No reduction of the authorized number of
Directors shall have the effect of removing any Director
prior to the expiration of their term of office.
9. Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon
its acceptance by the Board of Directors; provided,
however, that if the Board of Directors has not acted
thereon within ton days from the date of its delivery,
the resignation shall be deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting
of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have
assented to the action(s) taken unless their dissent
shall be placed in the minutes of the meeting or unless
he or she shall file their written dissent to such action
with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors
may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors or a stated salary as
Director. No such payment shall preclude any Director
from serving the Corporation in any other capacity and
receiving compensation therefore.
12. Emergency Power
When, due to a national disaster or death, a majority of
the Directors are incapacitated or otherwise unable to
attend the meetings and function as Directors, the
remaining members of the Board of Directors shall have
all the powers necessary to function as a complete Board,
and for the purpose of doing business and filling
vacancies shall constitute a quorum, until such time as
all Directors can attend or vacancies can be filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a
Chairman of the Board, who shall preside at all meetings
of the Board of Directors, and shall perform, such other
duties as may be prescribed from time to time by the
Board of Directors. The Chairman may by appointment fill
any vacancies on the Board of Directors.
Article IV
Officers
1 . Number
The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary, and a Treasurer,
each of whom shall be elected by a majority of the Board
of Directors. Such other Officers and assistant Officers
as may be deemed necessary may be elected or appointed by
the Board of Directors. In its discretion, the Board of
Directors may leave unfilled for any such period as it
may determine any office except those of President and
Secretary. Any two or more offices may be held by the
same person. Officers may or may not be Directors -or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the
Board of Directors shall be elected annually by the Board
of Directors at the first meeting of the Board of
Directors hold after each annual meeting of the
shareholders. If the election of Officers shall not be
hold at such meeting, such election shall be held as soon
thereafter as convenient. Each Officer shall hold office
until their successor shall have been duly elected and
shall have qualified or until their death or until they
shall resign or shall have been removed in the manner
hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a
written resignation either to the President or to the
Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of
Directors whenever in its judgment the best interests
Corporation will be served thereby, but such removal
shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of
an Officer or agent shall not of itself create contract
rights. Any such removal shall require a majority vote of
the Board of Directors, exclusive of the Officer in
question if he or she is also a Director.
5. Vacancies
A vacancy in any office because of death,
resignation, removal, disqualification or
otherwise, or is a new office shall be created,
may be filled by the Board of Directors for the
un-expired portion of the term.
6. President
The president shall be the chief executive and
administrative Officer of the Corporation. He
or she shall preside at all meetings of the
stockholders and, in the absence of the
Chairman of the Board, at meetings of the Board
of Directors. He or she shall exercise such
duties as customarily pertain to the office of
President and shall have general and active
supervision over the property, business, and
affairs of the Corporation and over its several
Officers, agents, or employees other than those
appointed by the Board of Directors. He or she
may sign, execute and deliver in the name of
the Corporation powers of attorney, contracts,
bonds and other obligations, and shall perform
such other duties as may be prescribed from
time to time by the Board of Directors or by
the Bylaws.
7. Vice President
The Vice President shall have such powers and
perform such duties as may be assigned to him
by the Board of Directors or the President. In
the absence or disability of the President, the
Vice President designated by the Board or the
President shall perform the duties and exercise
the powers of the President. A Vice President
may sign and execute contracts any other
obligations pertaining to the regular course of
their duties.
8. Secretary
The Secretary shall keep the minutes of all
meetings of the stockholders and of the Board
of Directors and, to the extent ordered by the
Board of Directors or the President, the
minutes of meeting of all committees. He or she
shall cause notice to be given of meetings of
stockholders, of the Board of Directors, and of
any committee appointed by the Board. He or she
shall have custody of the corporate sea] and
general charge of the records, documents and
papers of the Corporation not pertaining to the
performance of the duties vested in other
Officers, which shall at all reasonable times
be open to the examination of any Directors. He
or she may sign or execute contracts with the
President or a Vice President thereunto
authorized in the name of the Corporation and
affix the seal of the Corporation thereto. He
or she shall perform such other duties as may
be prescribed from time to time by the Board of
Directors or by the Bylaws,
9. Treasurer
The Treasurer shall have general custody of the
collection and disbursement of funds of the
Corporation. He or she shall endorse on behalf
of the Corporation for collection check, notes
and other obligations, and shall deposit the
same to the credit of the Corporation in such
bank or banks or depositories as the Board of
Directors may designate. He or she may sign,
with the President or such other persons as may
be designated for the purpose of the Board of
Directors, all bills of exchange or promissory
notes of the Corporation. He or she shall enter
or cause to be entered regularly in the books
of the Corporation full and accurate account of
all monies received and paid by him on account
of the Corporation; shall at all reasonable
times exhibit his (or her) books and accounts
to any Director of the Corporation upon
application at the office of the Corporation
during business hours,- and, whenever required
by the Board of Directors or the President,
shall render a statement of his (or her)
accounts, The Treasurer shall perform such
other duties as may be prescribed from time to
time by the Board of Directors or by the
Bylaws.
10. Other Officers
Other Officers shall perform such dudes and shall have
such powers as may be assigned to them by the Board of
Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board
of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate
Officers or agents. No Officer shall be prevented from
receiving any such salary or compensation by reason of
the fact the he or she is also a Director of the
Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any
Officer or agent of the Corporation shall execute to the
Corporation a bond in such sums and with such surety or
sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his (or her)
duties to the Corporation, including responsibility for
negligence and for the accounting for all property,
monies or securities of the Corporation, which may come
into his (or her) hands.
Article V
Contracts, Loans, Checks and Deposits
I . Contracts
The Board of Directors may authorize any Officer or
Officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on
behalf of the Corporation and such authority may be
general or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in
its name, and no property of the Corporation shall be
mortgag4 pledged, hypothecated or transferred as security
for the payment of any loan, advance, indebtedness or
liability of the Corporation unless and except as
authorized by the Board of Directors. Any such
authorization may be general or confined to specific
instance.
3. Deposits
All funds of the Corporation not Otherwise employed shall
be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as
may be selected by an Officer or agent of the Corporation
authorized to do so by the Board of Directors.
4. Checks and Drafts
All notes, drafts, acceptance checks, endorsements and
evidence of indebtedness of the Corporation shall be
signed by such Officer or Officers or such agent of
agents of the Corporation and in such manner as the Board
of Directors from timer to time may determine.
Endorsements for deposits to the credit of the
Corporation in any of its duly authorized depositories
shall be made in such manner as the Board of Directors
may from time to time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall
be in the form of an appropriate legal writing, which
shall be signed by the President or Vice President and by
the Treasurer or by the Secretary, and sealed with the
seal of the Corporation. The seal may be facsimile,
engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized
Officer of the Corporation or other trustee designated by
the indenture of trust or other agreement under which
such security is issued, the signature of any of the
Corporation's Officers named thereon may be facsimile. In
case any Officer who signed, or whose facsimile signature
has been used on any such bond or debenture, shall cease
to be an Officer of the Corporation for any reason before
the same has been delivered by the Corporation, such bond
or debenture may nevertheless by adopted by the
Corporation and issued and delivered as though the person
who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and
signed by the President. The signatures of such Officers
upon a certificate may be facsimiles if the certificate
is countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or one of its
employees. All certificates for shares shall be
consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of
the Corporation. All certificates surrendered to the
Corporation for transfer shall be canceled except that in
case of a lost, destroyed or mutilated certificate, a new
one may be issued therefore upon such terms and indemnity
to the Corporation as the Board of Directors may
prescribe.
2. Transfer of Shares
Transfer of shams of the Corporation shall be made only
on the stock transfer books of the Corporation by the
holder of record thereof or by his (or her) legal
representative, who Shall furnish proper evidence of
authority to transfer, or by his (or her) attorney
thereunto authorized by power of attorney duly executed
and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the
power to appoint one or more transfer agents and
registrars for the transfer and registration of
certificates of stock of any class, and may require that
stock certificates shall be countersigned and registered
by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a now certificate to replace
any certificate theretofore issued by it alleged to have
been lost or destroyed. The Board of Directors may
require the owner of such a certificate or his (or her)
legal representative to give the Corporation a bond in
such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation as transfer
agents and registrars, if any, against claims that may be
made on account of the issuance of such new certificates.
A new certificate may be issued without requiring any
bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder
thereof, in fact, and shall not be bound to recognize any
equitable or other claim to or on behalf of this
Corporation to any and all of the rights and powers
incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute
and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the
ownership of such stock. The Board of Directors, from
time to time, may confer like powers upon any other
person or persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or
obligations arising out of any acts or conduct of said
Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify
and hold harmless each person and their heirs and
administrators who shall serve at any time hereafter as a
Director or Officer of the Corporation from and against any
and all claims, judgments and liabilities to which such
persons shall become subject by reason of their having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken
by him as such Director or Officer, and shall reimburse each
such person for all legal and Other expenses reasonably
incurred by him in connection with any such claim or
liability, including power to defend such persons from all
suits or claims as provided for under the Provisions of the
Nevada Revised Statutes; provided, however, that no such
persons shall be indemnified against, or be reimbursed for,
any expense incurred in connection with any claim or
liability arising out of his (or her) own negligence or
willful misconduct. The rights accruing to any person under
the foregoing provisions of this section shall not exclude
any other right to which he or she may lawfully be entitled,
nor shall anything herein contained restrict the right of
the Corporation to indemnify or reimburse such person in any
proper case, even though not specifically herein provided
for. The Corporation, its Directors, Officers, employees and
agents shall be fully protected in taking any action or
making any payment, or in refusing so to do in reliance upon
the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any
shareholder or Director of the Corporation under the
provisions of the Articles of Incorporation, or under the
provisions of the Nevada Statutes, a waiver thereof in
writing signed by the person or persons entitled to such
notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of
notice of such meetings, except where attendance is for the
express purpose of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repeated, or new
Bylaws adopted by a majority of the entire Board of
Directors at any regular or special meeting. Any Bylaw
adopted by the Board may be repeated or changed by the
action of the shareholders,
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article X1
Dividends
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends payable
out of the surplus of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle
and shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Dated Friday, September 6,1996 Polyspherics, Inc.
/s/ Douglas Ansell
Douglas Ansell
Secretary/Treasurer
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.
Polyspherics, Inc.
By: /s/ Douglas Ansell
Douglas Ansell, Secretary
