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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
FIVE STAR RESOURCES, INC.
(Name of small business issuer in its charter)
Kansas 48-1207793
(State or other jurisdiction of (IRS Employer
incorporation or organization) I. D. Number)
106 S. Parkdale, Wichita, Kansas 67209
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (316) 722-3442
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:
Title of Class - Common Stock, No Par Value
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) Business Development
The Company was incorporated in October 1998 in the State of Kansas to
pursue non-designated activities and acquisitions. Since its
organization, the Company has not been involved in any bankruptcy,
receivership, or similar proceeding and has undergone no material
reclassification, merger, or consolidation.
(b) Business of Issuer
The Company is currently in the development stages and has no business
and no revenues. The Company plans to develop a business interest
relating to, but not limited to, the internet including a wireless
internet high speed data system. There are no employees. The start up
operations are being conducted by Management.
ITEM 2. PLAN OF OPERATION
The Company is a development stage enterprise. The plan of operation
includes investing in, but not limited to, an internet related business,
either through its own start up operations, or through a possible
acquisition or merger with a private Company.
The Company has assets including cash in the bank and marketable
securities. The Company has no material commitments for capital
expenditures during the next twelve months, and believes it can satisfy
its cash requirements for the next twelve months through the sale of its
marketable securities if necessary.
Disclosure Regarding Forward-Looking Statements - This Form 10-SB
includes "forward-looking" statements within the meaning of Section 27A
of the Securities Act and the Company desires to take advantage of the
"safe harbor" provisions thereof. Therefore, the Company is including
this statement for the express purpose of availing itself of the
protections of such safe harbor provisions with respect to all of such
forward-looking statements. The forward-looking statements in this Form
10-SB reflect the Company's current views with respect to future events
and financial performance. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to
differ from those anticipated. In this Form 10-SB, the words
"anticipates," "believes," "expects," "intends," "future" and similar
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expressions identify forward-looking statements. The Company undertakes
no obligation to publicly revise these forward-looking statements to
reflect events or circumstances that may arise after the date hereof.
All subsequent written and oral forward-looking statements attributable
to the Company or persons acting on its behalf are expressly qualified in
their entirety by this section.
ITEM 3. DESCRIPTION OF PROPERTY
The Company currently owns no properties. Assets consist of cash and
marketable securities. The Company has invested in two companies through
the ownership of common stock.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the common stock of the Company as of September 30, 1999 by
each of the Company's officers and directors, each person who is known by
the Company to own beneficially more than 5% of the outstanding common
stock and all officers and directors of the Company as a group. The
title of class is common stock, no par value.
# of Shares
Name and Address Beneficially Percent of
of Stockholder Owned Class
- ----------------------------- ------------ ----------
Arthur Sykes, Jr. & 6,246,057 67.87%
Jereta Sykes
106 S. Parkdale
Wichita, KS 67209
LSCO Securities Inc.* 620,000 6.74%
106 S. Parkdale
Wichita, KS 67209
Debra Vaughan 300,000 3.26%
1601 Marie Terrace
Arlington, TX 76010
All officers and 7,166,057 77.87%
directors as a group
*LSCO Securities is owned by Arthur Sykes, Jr.
Arthur and Jereta Sykes are husband and wife and Debra Vaughan is their
daughter.
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The stockholders identified in this table have sole voting and investment
power with respect to the shares beneficially owned by them. The owners
have no rights to acquire additional shares through options, warrants,
rights, or conversion privileges within the next sixty days.
Management is not aware of any current arrangements which would result in
a change of control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors - The Board of Directors of the Company presently consists of
three members. Each director is elected at the annual meeting of
shareholders to hold office until the next annual meeting of shareholders
and until his successor has been elected and qualified. The following
table sets forth information concerning the persons currently serving as
directors of the Company.
Date First
Position Elected
Name Age with the Company as Director
- --------------------- --- ---------------------- -----------
Arthur Sykes, Jr. 72 President and Director 1998
Jereta Sykes 74 Secretary and Director 1998
Debra Vaughan 48 Director 1999
Executive Officers - Unless otherwise specified by the Board, all
executive officers are elected for a term of one year, commencing with
the date of the first meeting of the Board following the annual meeting
of shareholders, and serve until their successors are elected or
appointed and qualified, or until their respective death, resignation,
removal or disqualification. The following table sets forth certain
information with respect to the persons currently serving as executive
officers of the Company.
Date First
Position Elected
Name Age with the Company as Director
- --------------------- --- ---------------------- -----------
Arthur Sykes, Jr. 72 President & Director 1998
Jereta Sykes 74 Secretary & Director 1998
Arthur and Jereta Sykes are husband and wife and Debra Vaughan is their
daughter.
None of the officers or directors have been involved in any material
legal proceedings.
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Arthur Sykes, Jr. has been the president and a director of the Company
since its inception. He was a securities broker-dealer with LSCO
Securities, Inc. (formerly The Larmer-Sykes Co., Inc.) from 1963 through
1989 and served as its president. He has also served as an officer
and/or director of several other companies over the years including four
oil and gas companies - Kit Karson Corporation, Q-West Resources, Inc.,
Conquest Gas Corporation, Golden Chief Resources, Inc., a modular housing
Company - Classic Design, Inc., and an engine rebuilding Company - Merge
Tech, Inc.
Jereta Sykes was elected as secretary and a director of the Company in
1998. She has been involved in both public and private companies since
1988. She served in the capacity of secretary/treasurer of Kit Karson
Corporation, a publicly traded company, from 1988 through 1997. She
began serving as secretary/treasurer of LSCO Securities, Inc. in 1989 and
continues to hold this position. She has also been a homemaker since
1948.
Debra Vaughan was elected as assistant secretary and director of the
Company in 1998. She is married with three children. Ms. Vaughan has
been employed by the State of Texas in the Human Resource Department
since 1991.
ITEM 6. EXECUTIVE COMPENSATION
The executive officers of the Company have received no cash salary or
bonus since the organization of the Company. The Company issued 621,034
shares valued at $7,924 to its president during April of 1999 for officer
compensation. The Company issued 767,967 shares to its president and
secretary valued at $23,039 during May of 1999 for officer compensation.
The Company has no bonus, pension, or profit sharing plans.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During the fiscal year the Board approved the issuance of 475,320 shares
of common stock to related parties for office expenses and fees valued at
$4,075.
The Company issued 3,888,966 shares to the Company's president and
secretary in exchange for 72,000 shares of Ness International, Inc.
(formerly known as Kit Karson Corporation).
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The Company also issued 953,207 shares to its president and others in
exchange for a like number of shares of Golden Chief Resources, Inc. The
marketable securities are valued at a total recorded cost of $155,165.
ITEM 8. DESCRIPTION OF SECURITIES
The authorized capital stock of the Company consists of 1,000,000,000
shares of common stock. As of September 30, 1999 there are 9,203,161
shares of common stock outstanding.
Dividend Rights and Policy - Shareholders are entitled to share equally,
share for share, in such dividends as might by approved by the Board of
Directors. The Company intends to retain earnings to provide funds for its
operations, so does not anticipate paying cash dividends in the
foreseeable future. Future dividend policy will be determined by the
Board of Directors.
Voting Rights - Every shareholder entitled to vote at any election for
directors shall have the right to cumulate his votes and give one
candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are
entitled, or to distribute his votes on the same principle among as many
candidates as he shall think fit. The candidates receiving the highest
number of votes up to the number of directors to be elected shall be
elected
Assessment and Redemption - All shares issued are and will be legally
issued, fully paid and non-assessable.
Purchase and Redemption Rights - Currently only one class of shares has
been issued and there are no purchase or redemption rights.
Preemptive Rights - Shareholders have no preemptive rights.
Liability of Directors - See Part II, Item 5. Indemnification of
Directors and Officers.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
Currently there is no public trading market for the Company's common
stock, and it is not listed on any exchange. The Company plans to apply
for listing on the OTC Bulletin Board. As of September 30, 1999 there
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were 9,203,161 common shares issued and outstanding owned by 112
shareholders. There are no outstanding warrants or options to purchase
any of the Company's securities.
The Company does not anticipate the payment of cash dividends in the
foreseeable future. Payment of cash dividends is within the discretion
of the Company's Board of Directors and will depend on, among other
factors, earnings, capital requirements and the operating and financial
condition of the Company.
ITEM 2. LEGAL PROCEEDINGS
The Company was not a party to any legal proceedings as of September 30,
1999.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in or disagreements with accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On November 5, 1998, the Company sold 50,000 shares for $500.00 to Osage
Hills Energy Co. Subsequent to the 1999 year end the Company sold
100,000 shares for $10,000 to Russell and Vicki Teal. These are the only
two sales of unregistered securities recorded to date. However, other
unregistered securities have been issued as compensation, payment for
expenses, and in exchange for common stock in other companies. The
details on these transactions follow.
In October of 1998 the Company issued 475,320 shares to the following
persons for office expenses and fees valued at $4,075: Arthur Sykes,
Jr. - 175,320 shares, Jereta Sykes 100,000, Dale Roehrman - 100,000, and
Russel Clancy - 100,000.
The Company issued 621,034 shares valued at $7,924 to Arthur Sykes, Jr.
during April of 1999 for officer compensation. During May of 1999 the
Company issued 767,967 shares to Arthur and Jereta Sykes for officer
compensation. These shares were valued at $23,039.
During 1999 the Company issued 3,888,966 common shares to Arthur and
Jereta Sykes for consideration of 72,000 shares of the common stock of
Ness International Inc. (formerly known as Kit Karson Corporation). The
Company also issued 753,207 shares to Arthur Sykes Jr. and 200,000 shares
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to Donald Roehrman in consideration for a like number of shares of Golden
Chief Resources, Inc. The marketable securities are valued at a total
recorded cost of $155,165.
Subsequent to the year end 200,000 common shares were issued to William
D. and Ruth M. Anderson in exchange for 200,000 shares of Golden Chief
Resources, Inc., and 437,500 shares were issued to Arthur Sykes, Jr. in
exchange for 25,000 shares of Ness Energy International Inc.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
When a person is sued, either alone or with others, because he is or was
a director or officer of the corporation, or of another corporation
serving at the request of this corporation, in any proceeding arising out
of his alleged misfeasance or nonfeasance in the performance of his duties or
out of any alleged wrongful act against the corporation or by
the corporation, he shall be indemnified for his reasonable expenses,
including attorneys' fees, incurred in the defense of the proceeding, if
both of the following conditions exist: (1) the person sued is successful
in whole or in part, or the proceedings against him are settled with the
approval of the court; (2) the court finds that his conduct fairly and
equitably merits such indemnity.
The amount of such indemnity which may be assessed against the
corporation, its receiver, or its trustee, by the court in the same or in
a separate proceeding shall be so much of the expenses, including
attorneys' fees incurred in the defense of the proceeding, as the court
determines and finds to be reasonable. Application for such indemnity
may be made either by the person sued or by the attorney or other person
rendering services to him in connection with the defense, and the court
may order the fees and expenses to be paid directly to the attorney or
other person although he is not a party to the proceeding. Notice of the
application for such indemnity shall be served upon the corporation, its
receiver, or its trustee, and upon the plaintiff and other parties to the
proceeding.
PART F/S
The financial statement information is set forth immediately following
the signature page. See the Index to Consolidated Financial Statements
on page F-1.
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PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 3.1.1 - Articles of Incorporation
Exhibit 3.1.2 - Amendment to Articles of Incorporation
Exhibit 3.2 - By-Laws
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
FIVE STAR RESOURCES, INC.
Date: December 22, 1999 /s/ ARTHUR SYKES, JR.
Arthur Sykes, Jr., President and
Director
Date: December 22, 1999 /s/ JERETA SYKES
Jereta Sykes, Secretary and Director
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FIVE STAR RESOURCES, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants .............. F-2
Balance Sheet ................................................... F-3
Statement of Operations ......................................... F-4
Statement of Stockholders' Equity ............................... F-5
Statement of Cash Flows ......................................... F-6
Notes to Financial Statements ................................... F-7
F-1
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Five Star Resources, Inc.
Wichita, Kansas
We have audited the accompanying balance sheet of Five Star
Resources, Inc. (a development stage enterprise) (the "Company") as
of September 30, 1999, and the related statements of operations,
stockholders' equity, and cash flows for the period from inception
to September 30, 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements based on our
audit.
We conducted our 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. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Five
Star Resources, Inc. at September 30, 1999, and the results of its
operations and its cash flows for the period then ended, in
conformity with generally accepted accounting principles.
/s/ ROBERT EARLY & COMPANY
ROBERT EARLY & COMPANY, P.C.
Abilene, Texas
November 12, 1999
F-2
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FIVE STAR RESOURCES, INC.
(A Development Stage Enterprise)
Balance Sheet
September 30, 1999
ASSETS
Current Assets:
Cash $ 91,274
Marketable securities (net) 99,052
Deferred tax benefit 2,853
---------
TOTAL ASSETS $ 193,179
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accrued expenses $ 3,000
Payable to officer 5,037
Income taxes payable 5,556
---------
Total Liabilities 13,593
---------
Stockholders' Equity:
Common stock, no par value
(1,000,000,000 shares authorized,
9,203,161 outstanding) 167,665
Accumulated earnings 11,921
---------
Total Stockholders' Equity 179,586
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 193,179
=========
See accompanying notes to consolidated financial statements.
F-3
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FIVE STAR RESOURCES, INC.
(A Development Stage Enterprise)
Statement of Operations
For the Period from Inception to September 30, 1999
Revenues $ -
Operating Expenses:
Directors and officers compensation 40,000
Rent 3,600
Legal and professional 3,000
Transfer fees 400
Office expenses 895
----------
Total Operating Expenses 47,895
----------
Income from Operations (47,895)
Other Income and Expenses:
Interest income 462
Gain on sale of marketable securities 77,211
Unrealized loss on marketable securities (15,154)
----------
Income Before Income Taxes 14,624
Income taxes 5,556
Deferred taxes (2,853)
----------
NET INCOME $ 11,921
==========
Earnings per Share $ 0.00
==========
Weighted Average Shares Outstanding 5,159,981
==========
See accompanying notes to consolidated financial statements.
F-4
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FIVE STAR RESOURCES, INC.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
For the Period from Inception to September 30, 1999
Earnings
Accumulated
During the
Common Stock Development
Date Shares Amount Stage
---- --------- ---------- -----------
Stock issued for:
Services and expenses 10/98 475,320 $ 4,075 $ -
Cash 11/98 50,000 500 -
Marketable securities 11/98 3,800,000 34,500 -
Officer compensation 04/99 621,034 7,924 -
Marketable securities 04/99 68,966 880 -
Officer compensation 05/99 767,967 23,039 -
Marketable securities 08/99 3,219,874 90,747 -
Marketable securities 09/99 200,000 6,000 -
Net income for year - - 11,921
--------- ---------- ----------
Balances, September 30, 1999 9,203,161 $ 167,665 $ 11,921
========= ========== ==========
See accompanying notes to consolidated financial statements.
F-5
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FIVE STAR RESOURCES, INC.
(A Development Stage Enterprise)
Statement of Cash Flows
Increase/(Decrease) in Cash and Cash Equivalents
For the Period from Inception to September 30, 1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,921
Adjustments to reconcile net income/(loss) to
net cash provided by operations:
(Gain)/loss on sales of assets (77,211)
Unrealized (gain)/loss on marketable securities 15,154
Services and expenses purchased with stock 35,038
Deferred tax benefit (2,853)
Payables and accrued expenses 8,037
Income taxes payable 5,556
-----------
NET CASH PROVIDED BY OPERATING ACTIVITIES (4,358)
-----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable securities 117,752
Purchase of marketable securities (22,620)
-----------
NET CASH PROVIDED BY INVESTING ACTIVITIES 95,132
-----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of stock 500
-----------
Increase/(decrease) in cash for period 91,274
Cash, Beginning of period -
-----------
Cash, End of period $ 91,274
===========
Supplemental Disclosures:
Cash payments for:
Interest $ -
Income taxes -
Non-Cash Investing and Financing:
Stock issued to related parties:
In exchange for marketable securities $ 132,126
For services rendered 34,963
For expenses 75
See accompanying notes to consolidated financial statements.
F-6
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FIVE STAR RESOURCES, INC.
(A Development Stage Enterprise)
Notes to Financial Statements
For the Period from Inception to September 30, 1999
GENERAL INFORMATION
The Company was incorporated in October 1998 in the State of Kansas to
pursue non-designated activities and acquisitions. Management plans to
file reports with the Securities Exchange Commission in order to become
a fully reporting entity. Ultimately, the Company intends to have its
stock listed as a trading security. These financial statements cover
the period from inception to the selected fiscal year end of September
30, 1999.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ENTERPRISE. Due to the fact of its startup nature,
the Company is in a development stage. The Company will continue to be
a development stage entity until it has begun significant operations
and is generating significant revenues.
Generally accepted accounting principles require financial statements
to include separate columns presenting cumulative financial statement
information. These columns have been omitted in these financial
statements because they would contain no data different from that
already presented.
MARKETABLE EQUITY SECURITIES. Marketable equity securities that are
acquired and held principally for the purpose of selling them in the
near term are classified as trading securities. As such, they are
recorded at fair value in the current assets section of the balance
sheet, with the change in fair value during the period included in
current earnings. The cost of securities sold is based on the specific
identification method. All securities held by the Company during the
reporting period were classified as trading.
INCOME TAXES. Deferred tax liabilities and assets result from
temporary differences between the financial statement and income tax
bases of assets and liabilities. The Company records and adjusts any
deferred tax asset valuation based on judgments as to future
realization of the deferred tax benefits supported by demonstrated
trends in the Company's operating results.
EARNINGS PER SHARE. Accounting rules provide for the calculation of
"Basic" and "Diluted" earnings per share. Basic earnings per common
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share excludes dilutive securities and is computed by dividing net
income available to common stockholders by the weighted average number
of common shares outstanding for the period. Diluted earnings per
common share reflects the potential dilution of securities that could
share in the earnings of the entity on an as if converted basis. This
is done by dividing net income available to common shareholders, as
adjusted if necessary, by the weighted average number of common shares
outstanding plus potential dilutive securities. The Company had no
dilutive securities during the year ended September 30, 1999.
CASH AND CASH EQUIVALENTS. The Company considers all highly liquid
investments with an original maturity of three months or less to be
cash equivalents for purposes of preparing its Statement of Cash Flows.
The Company had no cash equivalents at September 30, 1999.
USE OF ESTIMATES. The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS. Unless otherwise specified, the
Company believes the book value of the financial instruments
approximates their fair value due to their short maturities.
NOTE 2: STOCK TRANSACTIONS
During October 1998, the Board approved the issuance of 475,320 shares
of common stock to its President and Directors for expenses and fees
valued at $4,075. A cash receipt of $500 resulted in the issuance of
50,000 shares in November 1998. Additionally, in the same month,
3,800,000 shares were issued to the Company's President and Secretary
in exchange for 50,000 shares of Ness Energy International, Inc.
("Ness," formerly known as Kit Karson Corporation) valued at $34,500.
In April 1999, the Company issued 690,000 shares at the direction of
its President as compensation for services valued at $7,924 and his
transfer of 2,000 shares of Ness valued at $880. In May 1999 the
Company issued 767,967 to its President for services valued at $23,039.
In August and September 1999, the Company issued 953,207 shares to its
President and others in exchange for a like number of shares of Golden
Chief Resources, Inc. value at $28,596. In August 1999, the Company
issued 20,000 shares to its President in exchange for 20,000 shares of
Ness valued at $68,150.
During August 1999, the Board of Directors authorized and filed a
document to increase in the number of authorized shares to
1,000,000,000.
F-8
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NOTE 3: INVESTMENTS
The following table illustrates the current values, costs and
unrealized gains and losses for the securities held.
September 30, 1999
Cost Market Unrealized
Basis Value Loss
----------- --------- -----------
Marketable equity trading
securities $ 85,610 $ 70,456 $ (15,154)
Golden Chief Resources, Inc. 28,596 28,596 -
----------- --------- -----------
Total $ 114,206 $ 99,052 $ (15,154)
=========== ========= ===========
The following is information regarding trading activity in securities.
Cost is determined by actual cost on a first-in first-out basis.
Gross
Proceeds Realized Amounts
from Sales Gains Losses
---------- ---------- ---------
$ 117,751 $ 85,445 $ 8,234
At September 30, 1999, the Company held 953,207 shares of Golden Chief
Resources, Inc. This entity was controlled by the Company's president
until August 1999. These shares were acquired subsequent to the change
in control of Golden Chief. There is currently no public market for
Golden Chief shares, although it has filed all necessary documents to
bring it into compliance with Securities Exchange Commission filing
requirements. This investment was valued based on similar exchanges of
the Company's stock for trading securities. It is carried at cost at
September 30, 1999 which management believes represents its fair value.
It has been classified as a trading security because management
believes that it will be marketable within a short period of time and
there is no intent to hold the position long-term.
NOTE 4: INCOME TAXES
The provision for income tax expense is as follows:
Current
Federal $ 4,274
State 1,282
---------
5,556
Deferred
Federal (2,171)
State (682)
---------
(2,853)
---------
$ 2,703
=========
The tax effect of temporary differences that give rise to deferred tax
assets is Unrealized gain/loss on equity investments of $2,853.
F-9
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The following table presents the significant differences between
federal income taxes based on book income before taxes and the
Company's estimated federal income tax expense.
Federal income taxes computed at statutory rate $ 2,194
State taxes, net of federal benefit 509
----------
Taxes on income $ 2,703
==========
NOTE 4: RELATED PARTY TRANSACTIONS
During the period covered by these financial statements, the Company
has issued stock to its President or his assignees for office expenses
paid by him ($75) and for services ($37,000). The Company has also
paid its President $4,391 for rent for office space and office expenses
($791). At September 30, 1999, the Company owed its president $5,037
for compensation recorded in excess of the value of stock issued to
him. This liability is expected to be paid through the issuance of
additional shares.
As discussed at Note 2, the Company has also issued numerous shares to
its President or his assignees in exchange for marketable securities
valued at a total recorded cost of $155,165.
NOTE 5: SUBSEQUENT EVENTS
Subsequent to September 30, 1999, the Company has issued 200,000 shares
of stock to third parties in exchange for 200,000 shares of Golden
Chief Resources, Inc., 100,000 for cash proceeds of $10,000, 437,500
shares for 25,000 shares of Ness Energy International, Inc.
In November 1999, the Company issued 437,500 shares of stock to its
President in exchange for 25,000 shares of Ness Energy International,
Inc.
F-10
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Office of the Secretary/Corporation Division
ARTICLES OF INCORPORATION
We, the undersigned incorporators, hereby associate ourselves together to
form and establish a corporation FOR profit under the laws of the State of
Kansas.
Article One: Name of the corporation
Five Star Resources Inc.
Article Two: Address of registered office in Kansas
106 South Parkdale, Wichita, Kansas 67209 County - Sedgwick
Name of resident agent at above address: Arthur Sykes, Jr.
Article Three: Nature of corporation business or purposes to be conducted
or promoted is
To engage in any lawful act or activity for which corporations may
be organized under the Kansas General Corporation Code.
Article Four: Total number of shares that this corporation shall be
authorized to issue
500,000,000 shares of common stock without nominal or par value
If applicable, state any designations, powers, preferences, rights,
qualifications, limitations or restrictions applicable to any class
of stock or any special grant of authority to be given to the board
of directors
These shares shall be non-assessable and the private property of
the stockholders shall not be subject to payment of corporate debt.
Article Five: Name and mailing address of each incorporator is
Arthur Sykes, Jr., 106 S. Parkdale, Wichita, KS 67209
Jereta R. Sykes, 106 S. Parkdale, Wichita, KS 67209
Kent A. Sykes, 106 S. Parkdale, Wichita, KS 67209
Article Six: Name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a
successor is elected and qualified is
Arthur Sykes, Jr., 106 S. Parkdale, Wichita, KS 67209
Jereta R. Sykes, 106 S. Parkdale, Wichita, KS 67209
Article Seven: Is this corporation to exist perpetually?
Yes [X] No [ ]
In testimony whereof, we have hereunto subscribed our names this 21st day
of October, A.D. 1998.
/s/ ARTHUR SYKES, JR.
Arthur Sykes, Jr.
/s/ JERETA R. SYKES
Jereta R. Sykes
/s/ KENT A. SYKES
Kent A. Sykes
State of Kansas
County of Sedgwick
Before me, a notary public in and for said county and state, personally
appeared Arthur Sykes, Jr., Jereta R. Sykes, and Kent A. Sykes who are
known to me to be the same persons who executed the foregoing Articles of
Incorporation and duly acknowledged the execution of the same. In witness
whereof, I have hereunto subscribed my name and affixed my official seal,
this 21st day of October, A.D. 1998.
/s/ MICHAEL NELSON
Michael Nelson, Notary Public State
of Kansas. My appointment or
commission expires March 10, 2002.
<PAGE>
<PAGE>
CERTIFICATE OF AMENDMENT
Name of corporation: Five Star Resources Inc.
We, Arthur Sykes, Jr., President, and Jereta R. Sykes, Secretary, of the
above named corporation, a corporation organized and existing under the
laws of the State of Kansas, do hereby certify that at a meeting of the
Board of Directors of the corporation, the board adopted a resolution
setting forth the following amendment to the Articles of Incorporation and
declaring its advisability:
To increase the authorized number of common shares to 1,000,000,000
(one billion) shares of no par value common shares.
We further certify that thereafter, pursuant to the resolution and in
accordance with the bylaws of the corporation and the laws of the State of
Kansas, the Board of Directors called a meeting of stockholders for
consideration of the proposed amendment, and thereafter, pursuant to notice
and in accordance with the statutes of the State of Kansas, the
stockholders convened and considered the proposed amendment.
We further certify that at the meeting a majority of the stockholders
entitled to vote voted in favor of the proposed amendment.
We further certify that the amendment was duly adopted in accordance with
the provisions of K.S.A. 17-6602, as amended.
<PAGE>
<PAGE>
BY - LAWS
OF
FIVE STAR RESOURCES, INC.
Article I
Offices
Section 1. Principal Office. The principal office for the
transaction of the business of the corporation is hereby located at 106
South Parkdale in the City of Wichita, County of Sedgwick, State of Kansas,
67209. The board of directors is hereby granted full power and authority
to change said principal office from one location to another in said
county.
Section 2. Other Offices. Branch or subordinate offices may at
any time be established by the board of directors at any place or places
where the corporation is qualified to do business.
Article II
Meetings of Shareholders
Section 1. Place of Meetings. All annual meetings of shareholders
shall be held at the principal office of the corporation, and all other
meetings of shareholders shall be held either at the principal office or at
any other place within or without the State of Kansas which may be
designated either by the board of directors pursuant to authority
hereinafter granted to said board or by the written consent of all
shareholders entitled to vote thereat, given either before or after the
meeting and filed with the secretary of the corporation; provided, however,
that no change in the time or place of the meeting shall be made within
sixty (60) days next before the day on which an election of directors is to
be held.
Section 2. Annual Meetings. The annual meetings of shareholders
shall be held on the first Thursday in March in each year at the corporate
offices at 1:00 p.m. of said day; provided, however, that should said day
fall upon a legal holiday, then any such annual meeting of shareholders
shall be held at the same time and place on the next day thereafter ensuing
which is not a legal holiday. At such meetings directors shall be elected,
reports of the affairs of the corporation shall be considered, and any
other business may be transacted which is within the power of the
shareholders.
Written notice of each annual meeting shall be given to each
shareholder entitled to vote, either personally or by mail or other means
of written communication, charges prepaid, addressed to such shareholder at
his address appearing on the books of the corporation or given by him to
the corporation for the purpose of notice. If a shareholder gives no
address, notice shall be deemed to have been given if sent by mail or other
means of written communication addressed to the place where the principal
office of the corporation is situated, or if published at least once in
some newspaper office of general circulation in the county in which said
office is located. All such notices shall be sent to each shareholder
entitled thereto not less than ten (10) days nor more than fifty (50) days
before each annual meeting, and shall specify the place, the day and the
hour of such meeting, and shall state such other matters, if any, as may be
expressly required by statute. If this by-law as to the time and place of
election of directors is changed, such notice shall be given to
shareholders at least twenty (20) days prior to such meeting.
Section 3. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any
time by the president or by the board of directors, or by one or more
shareholders holding not less than one-fifth of the voting power of the
corporation. Except in special cases where other express provision is made
by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of shareholders. Notices of any special
meeting shall specify in addition to the place, day and hour of such
meeting, the general nature of the business to be transacted.
Section 4. Adjourned Meetings and Notice Thereof. Any
shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of
the shares, the holders of which are either present in person or
represented by proxy thereat, but in the absence of a quorum, no other
business may be transacted at such meeting.
When any shareholders' meeting, either annual or special, is
adjourned for thirty (30) days or more, notice of the adjourned meeting
shall be given as in the case of an original meeting. Save as aforesaid,
it shall not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting, other than by
announcement at the meeting at which such adjournment is taken.
Section 5. Voting. Unless a record date for voting purposes be
fixed as provided in Section 1 of Article V of these by-laws, then only
persons in whose names shares entitled to vote stand on the stock records
of the corporation on the day twenty (20) days prior to any meeting of
shareholders shall be entitled to vote at such meeting. Such vote may be
viva voce or by ballot; provided, however, that all elections for directors
must be by ballot upon demand made by a shareholder at any election and
before the voting begins. Every shareholder entitled to vote at any
election for directors shall have the right to cumulate his votes and give
one candidate a number of votes equal to the number of directors to be
elected multiplied by the number of votes to which his shares are entitled,
or to distribute his votes on the same principle among as many candidates
as he shall think fit. The candidates receiving the highest number of
votes up to the number of directors to be elected shall be elected.
Section 6. Quorum. The presence in person or by proxy of persons
entitled to vote a majority of the voting shares at any meeting shall
constitute a quorum for the transaction of business, except as otherwise
provided by law. The shareholders present at a duly called or held meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 7. Consent of Absentees. The transactions of any meeting
of shareholders, either annual or special, however called and noticed,
shall be as valid as though had at a meeting duly held after regular call
and notice, if a quorum be present either in person or by proxy, and if,
either before or after the meeting, each of the shareholders entitled to
vote, not present in person or by proxy, signs a written waiver of notice,
or a consent to the holding of such meeting, or an approval of the minutes
thereof. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.
Section 8. Action Without Meeting. Any action which, under any
provision of the Kansas General Corporation Code, may be taken at a meeting
of the shareholders, except approval of an agreement for merger or
consolidation of the corporation with other corporations, a sale of all or
substantially all of the corporate property or approval of an amendment to
the articles of incorporation, may be taken without a meeting if authorized
by a writing signed by all of the persons who would be entitled to vote
upon such action at a meeting, and filed with the secretary of the
corporation, or such other procedure followed as may be prescribed by
statute.
Section 9. Proxies. Every person entitled to vote or execute
consents shall have the right to do so either in person or by one or more
agents authorized by a written proxy executed by such person or his duly
authorized agent and filed with the secretary of the corporation; provided
that no such proxy shall be valid after the expiration of eleven (11)
months from the date of its execution, unless the person executing it
specifies therein the length of time for which such proxy is to continue in
force.
Article III
Directors
Section 1. Powers. Subject to limitations of the articles of
incorporation, of the by-laws, and of the Kansas General Corporations Code
as to action which shall be authorized or approved by the shareholders and
subject to the duties of directors as prescribed by the by-laws, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be controlled by, the board
of directors. Without prejudice to such general powers, but subject to the
same limitations, it is hereby expressly declared that the directors shall
have the following powers, to-wit:
First: To select and remove all the other officers, agents and
employees of the corporation, prescribe such powers and duties for them as
may not be inconsistent with law, with the articles of incorporation or the
by-laws, fix their compensation, and require from them security for
faithful service.
Second: To conduct, manage, and control the affairs and business
of the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the articles of incorporation or the by-
laws, as they may deem best.
Third: To change the principal office for the transaction of the
business of the corporation from one location to another within the same
county as provided in Article I, Section 1, hereof; to fix and locate from
time to time one or more subsidiary offices of the corporation within or
without the State of Kansas, as provided in Article I, Section 2 hereof; to
designate any place within or without the State of Kansas for the holding
of any shareholders' meeting or meetings except annual meetings; and to
adopt, make and use a corporate seal, and to prescribe the forms of
certificates of stock, and to alter the form of such seal and of such
certificates from time to time, as in their judgment they may deem best,
provided such seal and such certificate shall at all times comply with the
provisions of law.
Fourth: To authorize the issue of shares of stock of the
corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered,
debts or securities canceled, or tangible or intangible property actually
received, or in the case of shares issued as a dividend, against amounts
transferred from surplus to stated capital.
Fifth: To borrow money and incur indebtedness for the purposes of
the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidence of debt and securities
therefor.
Sixth: To appoint an executive committee and other committees and
to delegate to such committees any of the powers and authority to the board
in the management of the business and affairs of the corporation, except
the power to declare dividends and to adopt, amend or repeal by-laws. Any
such committee shall be composed of two or more directors.
Section 2. Number and Qualifications of Directors. The authorized
number of directors of the corporation shall be three (3) until changed by
amendment to this by-law. In no event shall the number be reduced to less
than three, nor shall the number be increased to more than nine until there
is an amendment to the articles of incorporation, which limits the number
of said directors to a maximum of nine (9). Directors need not be
shareholders. A director shall be deemed qualified as such when he shall
have been elected as hereafter provided and when he shall have filed with
the secretary written acceptance of his election and not before.
Section 3. Election and Term of Office. The directors shall be
elected at each annual meeting of shareholders, but if any such annual
meeting is not held, or the directors are not elected thereat, the
directors may be elected at a special meeting of shareholders held for that
purpose as soon thereafter as conveniently may be. All directors shall
hold office until their respective successors are elected. A director can
be removed from office at any time for good cause, however, by a majority
vote of the shareholders and he may be removed without cause by a majority
vote of the shareholders, unless he shall have sufficient shareholder
support that by use of cumulative voting, he would otherwise be able to
maintain his position on the board in a regular election of board members.
Section 4. Vacancies. Vacancies in the board of directors may be
filled by a majority of the remaining directors, though less than a quorum,
or by a sole remaining director, and each director so elected shall hold
office until his successor is elected at an annual or special meeting of
the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to
exist in the case of the death, resignation or removal of any director, or
if the authorized number of directors be increased, or if the shareholders
fail at any annual or special meeting of shareholders at which any director
or directors are elected to elect the full authorized number of directors
to be voted for at that meeting or if any director or directors elected
shall fail to qualify as such by filing written acceptance of such
election.
The shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors. If the board of
directors accepts the resignation of a director tendered to take effect at
a future time, the board or the shareholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of
office.
Section 5. Place of Meeting. Regular meetings of the board of
directors shall be held at any place within or without the State of Kansas
which has been designated from time to time by resolution of the board or
by written consent of all members of the board. In the absence of such
designation, regular meetings shall be held at the principal office of the
corporation. Special meetings of the board may be held either at a place
so designated or at the principal office.
Section 6. Organizational Meeting. Immediately following each
annual meeting of shareholders, the board of directors shall hold a regular
meeting for the purpose of organization, election of officers, and the
transaction of other business. Notice of such meeting is hereby dispensed
with.
Section 7. Other Regular Meetings. Other regular meetings of the
board of directors shall be held without call at such times as the board of
directors may from time to time designate; provided, however, should said
day fall upon a legal holiday, then said meeting shall be held at the same
time on the next day thereafter ensuing which is not a legal holiday.
Notice of all such regular meetings of the board of directors is hereby
dispensed with.
Section 8. Special Meetings. Special meetings of the board of
directors for any purpose or purposes shall be called at any time by the
president or, if he is absent or unable or refuses to act, by the secretary
or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or
by other form of written communication, charges prepaid, addressed to him
at his address as it is shown upon the records of the corporation, or if it
is not so shown on such records or is not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case
such notice is mailed or telegraphed, it shall be deposited in the United
States mail or delivered to the telegraph company in the place in which the
principal office of the corporation is located at least forty-eight (48)
hours prior to the time of the holding of the meeting. In case such notice
is delivered as above provided, it shall be so delivered at least twenty-
four (24) hours prior to the time of the holding of the meeting. Such
mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 9. Notice of Adjournment. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the
time and place be fixed at the meeting adjourned.
Section 10. Waiver of Notice. The transactions of any meeting of
the board of directors, however called and noticed or wherever held, shall
be as valid as though had at a meeting duly held after regular call and
notice if a quorum be present, and if, either before or after the meeting,
each of the directors not present signs a written waiver of notice, or a
consent to holding such meeting, or an approval of the minutes thereof.
All such waivers, consents or approvals shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 11. Quorum. A majority of the authorized number of
directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision
done or made by a majority of the directors present at a meeting duly held
at which a quorum is present shall be regarded as the act of the board of
directors, unless a greater number be required by law or by the articles of
incorporation. The directors present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.
Section 12. Adjournment. A majority of the directors present may
adjourn any directors' meeting to meet again at a stated day and hour or
until the time fixed for the next regular meeting of the board.
Section 13. Fees and Compensation. Directors shall not receive
any stated salary for their services as directors, but, by resolution of
the board, adopted in advance of the meetings for which payment is to be
made, a fixed fee, with or without expenses of attendance, may be allowed
one or more of the directors for attendance at each meeting. Nothing
herein contained shall be construed to preclude any director from serving
the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation therefor.
Section 14. Indemnification of Directors and Officers. When a
person is sued, either alone or with others, because he is or was a
director or officer of the corporation, or of another corporation serving
at the request of this corporation, in any proceeding arising out of his
alleged misfeasance or nonfeasance in the performance of his duties or out
of any alleged wrongful act against the corporation or by the corporation,
he shall be indemnified for his reasonable expenses, including attorneys'
fees, incurred in the defense of the proceeding, if both of the following
conditions exist:
(1) The person sued is successful in whole or in part, or the
proceedings against him are
settled with the approval of the court;
(2) The court finds that his conduct fairly and equitably merits
such indemnity.
The amount of such indemnity which may be assessed against the
corporation, its receiver, or its trustee, by the court in the same or in a
separate proceeding shall be so much of the expenses, including attorneys'
fees incurred in the defense of the proceeding, as the court determines and
finds to be reasonable. Application for such indemnity may be made either
by the person sued or by the attorney or other person rendering services to
him in connection with the defense, and the court may order the fees and
expenses to be paid directly to the attorney or other person, although he
is not a party to the proceeding. Notice of the application for such
indemnity shall be served upon the corporation, its receiver, or its
trustee, and upon the plaintiff and other parties to the proceeding. The
court may order notice to be given also to the shareholders in the manner
provided in Article II, Section 2, for giving notice of shareholders'
meetings, in such form as the court directs.
Article IV
Officers
Section 1. Officers. The officers of the corporation shall be a
president (who must also be a director), a secretary and a treasurer. The
corporation may also have, at the discretion of the board of directors, a
chairman of the board, one or more vice-presidents, one or more assistant
secretaries and one or more assistant treasurers, and such other officers
as may be appointed in accordance with the provisions of Section 3 of this
Article IV. The secretary and treasurer may be the same person, but if
there is appointed a vice-president, such person may hold two offices, but
may not hold the three offices of vice-president, secretary and treasurer.
Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3
or Section 5 of this Article IV, shall be chosen annually by the board of
directors, and each shall hold his office until he shall resign or shall be
removed or otherwise disqualified to serve, or his successor shall be
elected and qualified. The treasurer, within a reasonable time after his
appointment, shall be required to give bond indemnifying the corporation
against larceny, theft, embezzlement, forgery, misappropriation, wrongful
abstraction, willful misapplication, or other act of fraud, or dishonesty,
with such sureties as may be acceptable from time to time to the board of
directors. Such bond, if issued by other than a corporate surety, shall be
renewed at least every three years.
Section 3. Subordinate Officers, Etc. The board of directors may
appoint such other officers as the business of the corporation may require,
each of whom shall have the authority and perform such duties as are
provided in these by-laws or as the board of directors may from time to
time specify, and shall hold office until he shall resign or shall be
removed or otherwise disqualified to serve.
Section 4. Removal and Resignation. Any officer may be removed,
either with or without cause, by a majority of the directors at the time in
office, at any regular or special meeting of the board, or, except in case
of an officer chosen by the board of directors, by any officer upon whom
such power of removal may be conferred by the board of directors.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled
in the manner prescribed in the by-laws for regular appointments to such
office.
Section 6. Chairman of the Board. The chairman of the board, if
there shall be such an officer, shall, if present, preside at all meetings
of the board of directors, and exercise and perform such other powers and
duties as may be from time to time assigned to him by the board of
directors or prescribed by these by-laws.
Section 7. President. Subject to such supervisory powers, if any,
as may be given by the board of directors to the chairman of the board, if
there be such an officer, the president shall be the chief executive
officer of the corporation and shall, subject to the control of the board
of directors, have general supervision, direction and control of the
business and officers of the corporation. He shall preside at all meetings
of the shareholders and, in the absence of the chairman of the board, at
all meetings of the board of directors. He shall be ex officio a member of
all the standing committees, including the executive committee, if any, and
shall have the general powers and duties of management usually vested in
the office of president of a corporation, and shall have such other powers
and duties as may be prescribed by the board of directors or these by-laws.
Section 8. Vice-President. In the absence or disability of the
president, the vice-president or vice-presidents, if there be such an
officer or officers, in order of their rank as fixed by the board of
directors, of if not ranked, the vice-president designated by the board of
directors, shall perform all the duties of the president, and when so
acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice-presidents shall have such other powers and
perform such other duties as from time to time may be prescribed for them
respectively by the board of directors or these by-laws.
Section 9. Secretary. The secretary shall keep, or cause to be
kept, a book of minutes at the principal office or such other place as the
board of directors may order, of all meetings of directors and
shareholders, with the time and place of holding, whether regular or
special, and if special how authorized, the notice thereof given, the names
of those present at directors' meetings, the number of shares present or
represented at shareholders' meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal
office or at the office of the corporation's transfer agent, a stock
ledger, or a duplicate stock ledger, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the
number and date of certificates issued for the same; and the number and
date of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all the
meetings of the shareholders and of the board of directors required by
these by-laws or by law to be given, and he shall keep the seal of the
corporation in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the board of directors or these
by-laws.
Section 10. Treasurer. The treasurer shall keep and maintain, or
cause to be kept and maintained, adequate and correct accounts of the
properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus and shares. Any surplus, including earned surplus, paid
in surplus and surplus arising from a reduction of stated capital, shall be
classified according to source and shown in a separate account. The books
of account shall at all reasonable times be open to inspection by any
director.
The treasurer shall deposit all moneys and other valuables in the
name and to the credit of the corporation with such depositories as may be
designated by the board of directors. He shall disburse the funds of the
corporation as may be ordered by the board of directors, shall render to
the president and directors, whenever they request it, an account of all of
his transactions as treasurer and of the financial condition of the
corporation, and shall have such other powers and perform such other duties
as may be prescribed by the board of directors or these by-laws.
Article V
Miscellaneous
Section 1. Record Date and Closing Stock Books. The board of
directors may fix a time in the future as a record date for the
determination of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to receive any dividend or
distribution, or any allotment of rights, or to exercise rights in respect
to any change, conversion or exchange of shares. The record date so fixed
shall be not more than fifty (50) days prior to the date of the meeting or
event for purposes of which it is fixed. When a record date is so fixed,
only shareholders who are such of record on that date are entitled to
notice of and to vote at the meeting or to receive the dividend,
distribution, or allotment of rights, or to exercise the rights, as the
case may be, notwithstanding any transfer of any shares on the books of the
corporation after the record date.
The board of directors may close the books of the corporation
against transfers of shares during the whole or any part of a period not
more than fifty (50) days prior to the date of a shareholders' meeting, the
date when the right to any dividend, distribution, or allotment of rights
vests or the effective date of any change, conversion or exchange of
shares.
Section 2. Inspection of Corporate Records. The stock ledger or
duplicate stock ledger, the books of account, and minutes of proceedings of
the shareholders and the board of directors and of executive committees of
directors shall be open to inspection upon the written demand of any
shareholder or the holder of a voting trust certificate, at any reasonable
time, and for a purpose reasonably related to his interests as a
shareholder, or as the holder of such voting trust certificate, and shall
be exhibited at any time when required by the demand at any shareholders'
meeting of ten percent (10%) of the shares represented at the meeting.
Such inspection may be made in person or by an agent or attorney, and shall
include the right to make abstracts. Demand of inspection other than at a
shareholders' meeting shall be made in writing upon the president,
secretary, assistant secretary or general manager of the corporation.
Section 3. Checks, Drafts, Etc. All checks, drafts or other
orders for payment of money, notes, or other evidence of indebtedness,
issued in the name of or payable to the corporation, shall be signed or
endorsed by such person or persons and in such manner as, from time to
time, shall be determined by resolution of the board of directors.
Section 4. Annual Report. No annual report to shareholders shall
be required, but the board of directors may cause to be sent to the
shareholders reports in such form and at such times as may be deemed
appropriate by the board of directors.
Section 5. Contracts, Deeds, Etc., How Executed. The board of
directors, except as in these by-laws otherwise provided, may authorize any
officer or officers, agent or agents to enter into any contract or execute
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances; and unless so
authorized by the board of directors, no officer, agent or employee shall
have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose
in any amount; provided, however, that any deeds or other instruments
conveying lands or any interest therein shall be executed on behalf of the
corporation by the president or vice-president, if there by one, or by any
agent or attorney so authorized under letter of attorney or other written
power which was executed on behalf of the corporation by the president or
vice-president.
Section 6. Certificates of Stock. A certificate or certificates
for shares of the capital stock of the corporation shall be issued to each
shareholder when any such shares are fully paid up. All such certificates
shall be signed by the president or a vice-president, if there be any, and
the secretary or an assistant secretary, or be authenticated by facsimiles
of the signatures of the president and secretary, or by a facsimile of the
signature of the president and the written signature of the secretary or an
assistant secretary. Every certificate authenticated by a facsimile of a
signature must be countersigned by a transfer agent or transfer clerk, and
be registered by an incorporated bank or trust company, either domestic or
foreign, as registrar of transfers, before issuance.
Certificates for shares may be issued prior to full payment under
such restrictions and for such purposes as the board of directors or these
by-laws may provide, provided, however, that any such certificate so issued
prior to full payment shall state on its face or back the total amount of
the consideration to be paid, the amount paid thereof and the terms by
which the amount remaining is to be paid.
Section 7. Representation of Shares of Other Corporations. The
president or any vice-president and the secretary or assistant secretary of
this corporation are authorized to vote, represent and exercise on behalf
of this corporation all rights incident to any and all shares of any
corporation or corporations standing in the name of this corporation. The
authority herein granted to said officers to vote or represent on behalf of
this corporation any and all shares held by this corporation in any other
corporation or corporations may be exercised either by such officers in
person or by any person authorized to do so by proxy or power of attorney
duly executed by said officers.
Section 8. Inspection of By-Laws. The corporation shall keep in
its principal office for the transaction of business, the original or a
copy of these by-laws as amended or otherwise altered to date, certified by
the secretary, which shall be open to inspection by the shareholders at all
reasonable times during office hours.
Section 9. Fiscal Year. The fiscal year of this corporation shall
begin on the 1st day of October of each year.
Article VI
Amendments
Section 1. Power of Shareholders. New by-laws may be adopted or
these by-laws may be amended or repealed by the vote of shareholders
entitled to exercise a majority of the voting power of the corporation or
by the written assent of such shareholders, except as otherwise provided by
law or by the articles of incorporation.
Section 2. Power of Directors. Subject to the right of
shareholders as provided in Section 1 of this Article VI to adopt, amend or
repeal, by-laws may be adopted, amended or repealed by the board of
directors at any regular or special meeting thereof; provided, however,
that the time and place fixed by the by-laws for the election of directors
shall not be changed within sixty (60) days next preceding the date on
which such elections are to be held. Notice of any amendment of the by-
laws by the board of directors shall be given to each shareholder having
voting rights within ten (10) days after the date of such amendments by the
board.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
(1) That I am the duly elected and acting secretary of Five Star
Resources, Inc., a Kansas corporation; and
(2) That the foregoing by-laws, comprising eleven (11) pages, constitute
the original by-laws of said corporation as duly adopted at the first
meeting of the incorporators thereof held October 21, 1998.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the
seal of the said corporation this 21st day of October, 1998.
/s/ JARETA R. SYKES
Jereta R. Sykes, Secretary
(SEAL)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> The following schedule contains summary financial information which
has been extracted from the financial statements of FIVE STAR RESOURCES,
INC. for the initial financial statements filed on Form 10SB for the period
presented. These summary schedules are qualified in their entirety by
reference to such financial statements and the notes thereto.
</LEGEND>
<CIK> 0001102053
<NAME> FIVE STAR RESOURCES, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-22-1998
<PERIOD-END> SEP-30-1999
<CASH> 91,274
<SECURITIES> 99,052
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 193,179
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 193,179
<CURRENT-LIABILITIES> 13,593
<BONDS> 0
0
0
<COMMON> 167,665
<OTHER-SE> 11,921
<TOTAL-LIABILITY-AND-EQUITY> 193,179
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 47,895
<LOSS-PROVISION> (47,895)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 14,624
<INCOME-TAX> 2,703
<INCOME-CONTINUING> 14,624
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,624
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
