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
Azore Acquisition Corporation
(Name of Small Business Issuer in its charter)
Nevada 87-0644065
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8 East Broadway, Suite 620, Salt Lake City, Utah 84111
(Address of Principal Executive Offices including Zip Code)
Issuer's telephone number: 801-53-07858
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
None
Securities to be registered under Section 12(g) of the Act:
Common, Par Value $.001
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 10-SB contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995. For this purpose any statements contained in this
Form 10-SB that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the
foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements. These
statements by their nature involve substantial risks and
uncertainties, and actual results may differ materially depending
on a variety of factors, many of which are not within the
Company's control. These factors include but are not limited to
economic conditions generally and in the industries in which the
Company may participate; competition within the Company's chosen
industry, including competition from much larger competitors;
technological advances and failure by the Company to successfully
develop business relationships.
PART I
Item 1. Description of Business.
Azore Acquisition Corporation (the "Company") was
incorporated on December 13, 1999 under the laws of the state of
Nevada.. The Company was established to engage in any lawful
corporate undertaking, including, but not limited to, selected
mergers and acquisitions. The Company has been in the
development stage since its inception and has no operations to
date other than issuing shares to its original shareholders.
The Company will attempt to locate and negotiate with a
business entity for the merger of that target company with the
Company or a combination through a stock exchange. In certain
instances, the business combination may be effected through a
merger or stock exchange with a subsidiary of the Company or a
target company. No assurances can be given that the Company will
be successful in locating or negotiating with any target company.
The Company has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company
whose securities are qualified for trading in the United States
secondary market.
Perceived Benefits. There are certain perceived benefits to
being a reporting company with a class of publicly-traded
securities. These are commonly thought to include the following:
* the ability to use registered securities to make acquisitions
of assets or businesses;
* increased visibility in the financial community;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
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* greater ease in subsequently raising capital;
* compensation of key employees through stock options;
* enhanced corporate image;
* a presence in the United States capital market
Potential Target Companies. A business entity, if any,
which may be interested in a business combination with the
Company may include the following:
* a company for which a primary purpose of becoming public is the
use of its securities for the acquisition of assets or
businesses;
* a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of securities on
terms acceptable to it;
* a company which wishes to become public with less dilution of
its common stock than would occur upon an underwriting;
* a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become
public;
* a foreign company which may wish an initial entry into the
United States securities market;
* a special situation company, such as a company seeking a public
market to satisfy redemption requirements under a qualified
Employee Stock Option Plan;
* a company seeking one or more of the other perceived benefits
of becoming a public company.
A business combination with a target company will normally
result in the shareholders of the target company holding a
majority of the issued and outstanding common stock of the
corporation surviving the combination, officers and directors of
the target company continuing as management of the corporation
surviving the combination. No assurances can be given that the
Company will be able to enter into a business combination, as to
the terms of a business combination, or as to the nature of the
target company. The Company is voluntarily filing this
Registration Statement with the Securities and Exchange
Commission and is under no obligation to do so under the
Securities Exchange Act of 1934.
Risk Factors. The Company's business is subject to
numerous risk factors, including the following.
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The
Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or
financial resources. The Company will, in all likelihood, sustain
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operating expenses without corresponding revenues, at least until
the consummation of a business combination. This may result in
the Company incurring a net operating loss which will increase
continuously until the Company can consummate a business
combination with a target company. There is no assurance that the
Company can identify such a target company and consummate such a
business combination.
SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS.
The success of the Company's proposed plan of operation will
depend to a great extent on the operations, financial condition
and management of the identified target company. While management
will prefer business combinations with entities having
established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting
such criteria. In the event the Company completes a business
combination, of which there can be no assurance, the success of
the Company's operations will be dependent upon management of the
target company and numerous other factors beyond the Company's
control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which
maybe merger or acquisition target candidates for the Company.
Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than
the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business
opportunities and successfully completing a business combination.
Moreover, the Company will also compete with numerous other small
public companies in seeking merger or acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION--
NO STANDARDS FOR BUSINESS COMBINATION. The Company has no
current arrangement, agreement or understanding with respect to
engaging in a merger with or acquisition of a specific business
entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management
has not identified any particular industry or specific business
within an industry for evaluation by the Company. There is no
assurance that the Company will be able to negotiate a business
combination on terms favorable to the Company. The Company has
not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or
without which the Company would not consider a business
combination with such business entity. Accordingly, the Company
may enter into a business combination with a business entity
having no significant operating history, losses, limited or no
potential for immediate earnings, limited assets, negative net
worth or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, management anticipates
devoting only a limited amount of time per month to the business
of the Company. The Company's sole officer has not entered into a
written employment agreement with the Company and he is not
expected to do so in the foreseeable future. The Company has not
obtained key man life insurance on its officer and director.
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Notwithstanding the combined limited experience and time
commitment of management, loss of the services of this individual
would adversely affect development of the Company's business and
its likelihood of continuing operations.
CONFLICTS OF INTEREST--GENERAL. The Company's officer and
director participates in other business ventures which may
compete directly with the Company. Additional conflicts of
interest and non-arms length transactions may also arise in the
future. Management has adopted a policy that the Company will
not seek a merger with, or acquisition of, any entity in which
any member of management serves as an officer, director or
partner, or in which they or their family members own or hold any
ownership interest.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act") requires companies subject thereto to provide certain
information about significant acquisitions including certified
financial statements for the company acquired covering one or two
years, depending on the relative size of the acquisition. The
time and additional costs that may be incurred by some target
companies to prepare such financial statements may significantly
delay or essentially preclude consummation of an otherwise
desirable business combination. Acquisition prospects that do not
have or are unable to obtain the required audited statements may
not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The
Company has neither conducted, nor have others made available to
it, market research indicating that demand exists for the
transactions contemplated by the Company. Even in the event
demand exists for a merger or acquisition of the type
contemplated by the Company, there is no assurance the Company
will be successful in completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with only one business entity.
Consequently, the Company's activities will be limited to those
engaged in by the business entity with which the Company effects
a combination. The Company's inability to diversify its
activities into a number of areas may subject the Company to
economic fluctuations within a particular business or industry
and therefore increase the risks associated with the Company's
operations.
REGULATION UNDER INVESTMENT COMPANY ACT. Although the
Company will be subject to regulation under the Exchange Act,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
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of 1940 and, consequently, any violation of such Act could
subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination will, in all likelihood, result in shareholders of a
target company obtaining a controlling interest in the resulting
corporation. Any such business combination may require
shareholders of the Company to sell or transfer all or a portion
of the Company's common stock held by them. The resulting change
in control of the Company will likely result in removal of the
present officer and director of the Company and a corresponding
reduction in or elimination of his participation in the future
affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a business entity which, in all
likelihood, will result in the shareholders of the target company
holding a majority of the outstanding shares of the corporation
resulting from the combination.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Currently, such transactions may be
structured so as to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions.
The Company intends to structure any business combination so as
to minimize the federal and state tax consequences to both the
Company and the target company; however, there can be no
assurance that such business combination will meet the statutory
requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in
the imposition of both federal and state taxes which may have an
adverse effect on both parties to the transaction.
Reports to Security Holders. Prior to the filing of this
registration statement on Form 10-SB, the Company was not subject
to the reporting requirements of Section 12(a) or 15(d) of the
Exchange Act. Upon effectiveness of this registration statement,
the Company will file annual and quarterly reports with the
Securities and Exchange Commission ("SEC"). The public may read
and copy any materials filed by the Company with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-
800-SED-0330. The Company is an electronic filer and the SEC
maintains an Internet site that contains reports and other
information regarding the Company, which may be viewed at
Item 2. Plan of Operation
The Company intends to merge with or acquire a business
entity in a stock exchange. The Company has no particular
business combination in mind and has not entered into any
negotiations regarding such a combination. Neither the Company's
officer and director nor any affiliate has engaged in any
negotiations with any representative of any company regarding the
possibility of a merger or stock exchange between the Company and
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such other company. Management anticipates seeking out a target
company through solicitation. Such solicitation may include
newspaper or magazine advertisements, mailings and other
distributions to law firms, accounting firms, investment bankers,
financial advisors and similar persons, the use of one or more
World Wide Web sites and similar methods. No estimate can be made
as to the number of persons who will be contacted or solicited.
Management may engage in such solicitation directly or may employ
one or more other entities to conduct or assist in such
solicitation. Management and its affiliates pay referral fees to
consultants and others who refer target businesses for mergers
with public companies in which management and its affiliates have
an interest. Payments are made if a business combination occurs,
and may consist of cash or a portion of the stock in the Company
retained by management and its affiliates, or both.
The Company has no full time employees. The Company's
president has agreed to allocate a portion of his time to the
activities of the Company, without compensation. The president
anticipates that the business plan of the Company can be
implemented by his devoting no more than 10 hours per month to
the business affairs of the Company and, consequently, conflicts
of interest may arise with respect to the limited time commitment
by such officer.
Management is currently involved with other shell companies,
and is involved in creating additional shell companies similar to
this one. A conflict may arise in the event that another shell
company with which management is affiliated is formed and
actively seeks a target company. Management anticipates that
target companies will be located for the Company and other shell
companies in chronological order of the date of formation of such
shell companies or by lot. However, other shell companies that
may be formed may differ from the Company in certain items such
as place of incorporation, number of shares and shareholders,
working capital, types of authorized securities, or other items.
It may be that a target company may be more suitable for or may
prefer a certain shell company formed after the Company. In such
case, a business combination might be negotiated on behalf of the
more suitable or preferred shell company regardless of date of
formation or choice by lot.
The Articles of Incorporation of the Company provides that
the Company may indemnify officers and/or directors of the
Company for liabilities, which can include liabilities arising
under the securities laws. Therefore, assets of the Company could
be used or attached to satisfy any liabilities subject to such
indemnification.
General Business Plan. The Company's purpose is to seek,
investigate and, if such investigation warrants, effect a merger
or stock exchange with a business entity which desires to seek
the perceived advantages of a corporation which has a class of
securities registered under the Exchange Act. The Company will
not restrict its search to any specific business, industry, or
geographical location and the Company may participate in a
business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources.
This lack of diversification should be considered a
substantial risk to the shareholders of 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 entities which have recently commenced
operations, or which wish to utilize the public marketplace in
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order to raise additional capital in order to expand into new
products or markets, to develop a new product or service, or for
other corporate purposes.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a publicly registered corporation. Such perceived
benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity
for incentive stock options or similar benefits to key employees,
increasing the opportunity to use securities for acquisitions,
providing liquidity for shareholders and other factors. Business
opportunities may be available 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 difficult and complex.
The Company has, and will continue to have, no capital with
which to provide the owners of business entities with any cash or
other assets. However, management believes the Company will be
able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a public company
without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market
research and is not aware of statistical data to support the
perceived benefits of a merger or acquisition transaction for the
owners of a business opportunity.
The analysis of new business opportunities will be
undertaken by, or under the supervision of, the officer and
director of the Company, who is not a professional business
analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical,
financial and managerial resources; working capital and other
financial requirements; history of operations, if any; prospects
for the future; nature of 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. This
discussion of the proposed criteria is not meant to be
restrictive of the Company's virtually unlimited discretion to
search for and enter into potential business opportunities.
The Exchange Act requires that any merger or acquisition
candidate comply with certain reporting requirements, which
include providing audited financial statements to be included in
the reporting filings made under the Exchange Act. The Company
will not combine or merge with any company for which audited
financial statements cannot be obtained at or within a reasonable
period of time after closing of the proposed transaction.
The Company may enter into a business combination with a
business entity that desires to establish a public trading market
for its shares. A target company may attempt to avoid what it
deems to be adverse consequences of undertaking its own public
offering by seeking a business combination with the Company. Such
consequences may include, but are not limited to, time delays of
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the registration process, significant expenses to be incurred in
such an offering, loss of voting control to public shareholders,
or the inability to obtain an underwriter or to obtain an
underwriter on satisfactory terms. The Company will not restrict
its search for any specific kind of business entities, but may
combine with a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage
of its business life. It is impossible to predict at this time
the status of any business in which the Company may become
engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may
seek other perceived advantages which the Company may offer.
Management of the Company, which in all likelihood will not be
experienced in matters relating to the business of a target
company, will rely upon its own efforts in accomplishing the
business purposes of the Company.
Outside consultants or advisors may be utilized by the
Company to assist in the search for qualified target companies.
If the Company does retain such an outside consultant or advisor,
any cash fee earned by such person will need to be assumed by the
target company, as the Company has limited cash assets with which
to pay such obligation.
Following a business combination the Company may benefit
from the services of others in regard to accounting, legal
services, underwritings and corporate public relations. If
requested by a target company, management may recommend one or
more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services. A
potential target company may have an agreement with a consultant
or advisor providing that services of the consultant or advisor
be continued after any business combination. Additionally, a
target company may be presented to the Company only on the
condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such preexisting
agreements of target companies for the continuation of the
services of attorneys, accountants, advisors or consultants could
be a factor in the selection of a target company.
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,
or licensing agreement with another corporation or entity. On
the consummation of a transaction, it is likely that the present
management and shareholders of the Company will no longer be in
control of the corporation resulting from the combination.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws.
In some circumstances, however, as a negotiated element of its
transaction, there may be an agreement to register all or a part
of such securities immediately after the transaction is
consummated or at specified times thereafter. If such
registration occurs, of which there can be no assurance, it will
be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination and the Company is no longer
considered a shell company. The issuance of additional securities
and their potential sale into any trading market which may
develop may depress the market value of the securities of the
corporation resulting from the combination in the future if such
a market develops, of which there is no assurance.
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While the terms of a business transaction to which the
Company may be a party cannot be predicted, it is expected that
the parties to the business transaction will desire to avoid the
creation of a taxable event and thereby structure the acquisition
in a "tax-free" reorganization under Sections 351 or 368 of the
Internal Revenue Code of 1986, as amended (the "Code").
The Company will participate in a business opportunity only
after the negotiation and execution of appropriate agreements.
Although the terms of such agreements cannot be predicted,
generally such agreements will require certain representations
and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the
conditions which must be satisfied by the parties prior to and
after such closing and will include miscellaneous other terms.
The Company will not acquire or merge with any entity which
cannot provide audited financial statements at or within a
reasonable period of time after closing of the proposed
transaction.
The Company is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is
the duty of the Company to file audited financial statements as
part of or within 60 days following its Form 8-K to be filed with
the Securities and Exchange Commission upon consummation of a
merger or acquisition, as well as the Company's audited financial
statements included in its annual report on Form 10-K (or 10-KSB,
as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to
insure the Company's compliance with the requirements of the
Exchange Act, or if the audited financial statements provided do
not conform to there presentations made by the target company,
the closing documents may provide that the proposed transaction
will be voidable at the discretion of the present management of
the Company.
The principal shareholders of the Company, have orally
agreed that they will advance to the Company any additional funds
which the Company needs for operating capital and for costs in
connection with searching for or completing an acquisition or
merger. Such advances will be made without expectation of
repayment unless the owners of the business which the Company
combines or merges with agree to repay all or a portion of such
advances. There is no minimum or maximum amount the shareholders
will advance to the Company. The Company will not borrow any
funds to make any payments to the Company's promoters, management
or their affiliates or associates. The Board of Directors has
passed a resolution which contains a policy that the Company will
not seek a combination or merger with any entity in which the
Company's officer, director, and shareholders or any affiliate or
associate serves as an officer or director or holds any ownership
interest.
Competition. The Company will remain an insignificant
participant among the firms which engage in the acquisition of
business opportunities. There are many established venture
capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than
the Company. In view of the Company's combined extremely limited
financial resources and limited management availability, the
Company will continue to be at a significant competitive
disadvantage compared to the Company's competitors.
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Item 3. Description of Property
The Company has no properties and at this time has no
agreements to acquire any properties. The Company currently uses
the offices of the Company's shareholders at no cost to the
Company. The shareholders have agreed to continue this
arrangement until the Company completes an acquisition or merger.
Item 4. Security Ownership of Certain Beneficial Owners and
Management; Changes in Control
The following table sets forth as of January 10, 2000, the
name and the number of shares of the Registrant's Common Stock,
par value $.001 per share, held of record or beneficially by each
person who held of record, or was known by the Registrant to own
beneficially, more than 5% of the 500,000 issued and outstanding
shares of the Registrant's Common Stock, and the name and
shareholdings of each director and of all officers and directors
as a group.
Title of Name and Address of Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership of Class
Common Mark E. Lehman (1) 250,000 50%
8 E. Broadway, Ste. 620
Salt Lake City, UT 84111
Common Cletha A. Walstrand 250,000 50%
8 E. Broadway, Ste., 620
Salt Lake City, UT 84111
Common Total Officers and
Directors (1 person) 250,000 50%
(1) Officer and/or director. These shares are held of record by
MRF Investment & Consulting, LLC, a Utah Limited Liability
Company of which Mr. Lehman is the sole owner.
There are no contracts or other arrangements that could
result in a change of control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth as of January 10, 2000 the
name, age, and position of each executive officer and director
and the term of office of each director of the Corporation.
Name Age Position Director or
Officer Since
Mark E. Lehman 44 Director, President, December 13, 1999
Secretary & Treasurer
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All officers hold their positions at the will of the Board
of Directors. All directors hold their positions for one year or
until their successors are elected and qualified.
Set forth below is certain biographical information
regarding each of the Company's executive officers and directors:
Mark E. Lehman, Director, President, Secretary & Treasurer.
Mr. Lehman is a lawyer engaged in the private practice of law in
Salt Lake City, Utah, as a partner in the law firm of Lehman,
Jensen & Donahue, LC, of which he was a founding member in June
1993.
To the knowledge of management, during the past five years,
no present or former directors, executive officer or person
nominated to become a director or an executive officer of the
Company:
(1) filed a petition under the federal bankruptcy laws or
any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or property
of such person, or any partnership in which he was a general
partner at or within two years before the time of such filing, or
any corporation or business association of which he was an
executive officer at or within two years before the time of such
filing;
(2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations or
other minor offenses);
(3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him
from or otherwise limiting, the following activities:
(i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated
person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate
person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection
with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the
purchase or sale of any security or commodity or in connection
with any violation of federal or state securities laws or federal
commodities laws;
(4) was the subject of any order, judgment, or decree, not
subsequently reversed, suspended, or vacated, of any federal or
state authority barring, suspending, or otherwise limiting for
more than 60 days the right of such person to engage in any
activity described above under this Item, or to be associated
with persons engaged in any such activity.
(5) was found by a court of competent jurisdiction in a
civil action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the judgment in
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such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended, or
vacated
(6) was found by a court of competent jurisdiction in a
civil action or by the Commodity Futures Trading Commission to
have violated any federal Commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading
Commission has not been subsequently reversed, suspended or
vacated.
Conflicts of Interest. The Company's officer and director
has organized and expects to organize other companies of a
similar nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of interest
in acting as an officer and director of the Company. Insofar as
the officer and director is engaged in other business activities,
management anticipates that it will devote only a minor amount of
time to the Company's affairs. The Company does not have a right
of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations. A conflict may
arise in the event that another shell company with which
management is affiliated is formed and actively seeks a target
company. It is anticipated that target companies will be located
for the Company and other shell companies in chronological order
of the date of formation of such shell companies or by lot.
However, any shell companies that may be formed may differ from
the Company in certain items such as place of incorporation,
number of shares and shareholders, working capital, types of
authorized securities, or other items. It may be that a target
company may be more suitable for or may prefer a certain shell
company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred shell company regardless of date of formation or choice
by lot.
Mr. Lehman will be responsible for seeking, evaluating,
negotiating and consummating a business combination with a target
company which may result in terms providing benefits to Mr.
Lehman. Mr. Lehman is a founder of Lehman, Jensen & Donahue, a
law firm located in Salt Lake City, Utah. As such, demands may
be placed on the time of Mr. Lehman which will detract from the
amount of time he is able to devote to the Company. Mr. Lehman
intends to devote as much time to the activities of the Company
as required. However, should such a conflict arise, there is no
assurance that Mr. Lehman would not attend to other matters prior
to those of the Company. Mr. Lehman projects that initially up to
ten hours per month of his time may be spent locating a target
company which amount of time would increase when the analysis of,
and negotiations and consummation with, a target company are
conducted.
Mr. Lehman owns 50% of the issued and outstanding stock of
the Company and is the president, director and a controlling
shareholder. At the time of a business combination, some or all
of the shares of Common Stock owned by Mr. Lehman will be
purchased by the target company or retired by the Company. The
amount of Common Stock sold or continued to be owned by Mr.
Lehman cannot be determined at this time. The terms of business
combination may include such terms as Mr. Lehman remaining a
director or officer of the Company and/or the continuing of
securities or other legal work of the Company being handled by
the law firm of which Mr. Lehman is a principal.
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The terms of a business combination may provide for a
payment by cash or otherwise to Mr. Lehman for the purchase of
all or part of his common stock of the Company by a target
company or for services rendered incident to or following a
business combination. Mr. Lehman would directly benefit from such
employment or payment. Such benefits may influence Mr. Lehman's
choice of a target company.
The Company may agree to pay finder's fees, as appropriate
and allowed, to unaffiliated persons who may bring a target
company to the Company where that reference results in a business
combination. No finder's fee of any kind will be paid by the
Company to management or promoters of the Company or to their
associates or affiliates. No loans of any type have, or will be,
made by the Company to management or promoters of the Company or
to any of their associates or affiliates. The Company will not
enter into a business combination, or acquire any assets of any
kind for its securities, in which management or promoters of the
Company or any affiliates or associates have any interest, direct
or indirect.
Management has adopted certain policies involving possible
conflicts of interest, including prohibiting any of the following
transactions involving management, promoters, shareholders or
their affiliates: (i) Any lending by the Company to such persons;
(ii) The issuance of any additional securities to such persons
prior to a business combination; (iii) The entering into any
business combination or acquisition of assets in which such
persons have any interest, direct or indirect; or (iv) The
payment of any finder's fees to such persons. These policies have
been adopted by the Board of Directors of the Company, and any
changes in these provisions require the approval of the Board of
Directors. Management does not intend to propose any such action
and does not anticipate that any such action will occur. There
are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts
of interest in favor of the Company could result in liability of
management to the Company. However, any attempt by shareholders
to enforce a liability of management to the Company would most
likely be prohibitively expensive and time consuming.
Item 6. Executive Compensation.
The Company's officer and director does not receive any
compensation for his services rendered to the Company, has not
received such compensation in the past, and is not accruing any
compensation pursuant to any agreement with the Company. The
officer and director of the Company will not receive any finder's
fee from the Company as a result of his efforts to implement the
Company's business plan outlined herein. However, the officer and
director of the Company anticipates receiving benefits as a
beneficial shareholder of the Company.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Item 7. Certain Relationships and Related Transactions.
None.
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Item 8. Description of Securities.
The authorized capital stock of the Company consists of
50,000,000 shares of Common Stock, par value $.001 per share, and
10,000,000 shares of Preferred Stock, par value $.001 per share.
The following statements relating to the capital stock set forth
the material terms of the Company's securities; however,
reference is made to the more detailed provisions of, and such
statements are qualified in their entirety by reference to, the
Articles of Incorporation and the By-laws, copies of which are
filed as exhibits to this registration statement.
Common Stock. Holders of shares of common stock are
entitled to one vote for each share on all matters to be voted on
by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled
to share ratably in dividends, if any, as may be declared from
time to time by the Board of Directors in its discretion from
funds legally available there for. In the event of a
liquidation, dissolution or winding up of the Company, the
holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the
outstanding shares of common stock are fully paid and non-
assessable. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion or
redemption rights or sinking fund provisions with respect to the
common stock.
Preferred Stock. The Company's Certificate of Incorporation
authorizes the issuance of 10,000,000 shares of preferred stock,
$.001 par value per share, of which no shares have been issued.
The Board of Directors is authorized to provide for the issuance
of shares of preferred stock in series and, by filing a
certificate pursuant to the applicable law of Nevada, to
establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof without any
further vote or action by the shareholders. Any shares of
preferred stock so issued would have priority over the common
stock with respect to dividend or liquidation rights. Any future
issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of the Company
without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common
stock. At present, the Company has no plans to issue any
preferred stock nor adopt any series, preferences or other
classification of preferred stock. The issuance of shares of
preferred stock, or the issuance of rights to purchase such
shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred
stock might impede a business combination by including class
voting rights that would enable the holder to block such a
transaction, or facilitate a business combination by including
voting rights that would provide a required percentage vote of
the stockholders. In addition, under certain circumstances, the
issuance of preferred stock could adversely affect the voting
power of the holders of the common stock. Although the Board of
Directors is required to make any determination to issue such
stock based on its judgment as to the best interests of the
stockholders of the Company, the Board of Directors could act in
a manner that would discourage an acquisition attempt or other
transaction that some, or a majority, of the stockholders might
believe to be in their best interests or in which stockholders
might receive a premium for their stock over the then market
price of such stock. The Board of Directors does not at present
15
<PAGE>
intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or
stock exchange rules. The Company has no present plans to issue
any preferred stock.
Dividends. Dividends, if any, will be contingent upon the
Company's revenues and earnings, if any, capital requirements and
financial conditions. The payment of dividends, if any, will be
within the discretion of the Company's Board of Directors. The
Company presently intends to retain all earnings, if any, for use
in its business operations and accordingly, the Board of
Directors does not anticipate declaring any dividends prior to a
business combination.
Restrictions on Transfers of Securities Prior to Business
Combination. The proposed business activities described herein
classify the Company as a shell company. See "GLOSSARY". The
Securities and Exchange Commission and many states have enacted
statutes, rules and regulations limiting the sale of securities
of shell companies. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities
until such time as the Company has successfully implemented its
business plan described herein.
Trading of Securities in Secondary Market. The National
Securities Market Improvement Act of 1996 limited the authority
of states to impose restrictions upon sales of securities made
pursuant to exemptions from registration in Sections 4(1), 4(3)
and 4(4) of the Securities Act of 1933, as amended (the
"Securities Act") of companies which file reports under Sections
13 or 15(d) of the Securities Exchange Act. The Company files
such reports. As a result, sales of the Company's common stock in
the secondary trading market by the holders thereof may be made
subject to complying with these ememptions.
If, after a merger or acquisition, the Company does not meet
the qualifications for listing on the Nasdaq SmallCap Market, the
Company's securities may be traded in the over-the-counter
("OTC") market. The OTC market differs from national and regional
stock exchanges in that it (1) is not sited in a single location
but operates through communication of bids, offers and
confirmations between broker-dealers and (2) securities admitted
to quotation are offered by one or more broker-dealers rather
than the "specialist" common to stock exchanges. The Company may
apply for listing on the NASD OTC Bulletin Board or may offer its
securities in what are commonly referred to as the "pink sheets"
of the National Quotation Bureau, Inc. To qualify for listing on
the NASD OTC Bulletin Board, an equity security must have one
registered broker-dealer, known as the market maker, willing to
list bid or sale quotations and to sponsor the company for
listing on the Bulletin Board.
GLOSSARY
The Company or The company whose common stock is the subject
the Registrant of this registration statement.
Exchange Act The Securities Exchange Act of 1934, as amended.
"Penny Stock" Security As defined in Rule 3a51-1 of theExchange Act,
a "penny stock" security is any equity security
other than a security (i) that is a reported
security (ii) that is issued by an investment
company (iii) that is a put or call issued by
the Option Clearing Corporation (iv) that has
16
<PAGE>
a price of $5.00 or more (except for purposes
of Rule 419 of the Securities Act) (v) that is
registered on a national securities exchange
(vi) that is authorized for quotation on the
Nasdaq Stock Market, unless other provisions
of Rule 3a51-1 are not satisfied, or (vii)
that is issued by an issuer with (a) net
tangible assets in excess of $2,000,000, if
in continuous operation for more than three
years or $5,000,000 if in operation for less
than three years or (b) average revenue of at
least $6,000,000 for the last three years.
Securities Act The Securities Act of 1933, as amended.
Small Business Issuer As defined in Rule 12b-2 of the Exchange Act,
a "Small Business Issuer" is an entity (i)
which has revenues of less than $25,000,000
(ii) whose public float (the outstanding
securities not held by affiliates) has a value
of less than $25,000,000 (iii) which is a
United States or Canadian issuer (iv) which is
not an Investment Company and (v) if a majority-
owned subsidiary, whose parent corporation is
also a small business issuer.
PART II
Item 1. Market Price for Common Equity and Related Stockholder Matters.
(A) Market Price. There is no trading market for the
Company's Common Stock at present and there has been no trading
market to date. There is no assurance that a trading market will
ever develop or, if such a market does develop, that it will
continue. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes certain restrictions on transactions in a
"penny stock." For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii)make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any
transaction in a penny stock, a disclosure schedule prepared by
the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or
dealer made the suitability determination and (ii) that the
broker or dealer received a signed, written agreement from the
investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable
to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
17
<PAGE>
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets of
$4,000,000 or market capitalization of $50,000,000 or net income
for two of the last three years of $750,000; (ii) public float of
1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders
and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing
on the Nasdaq SmallCap Market, a company must have at least (i)
net tangible assets of$2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of500,000 shares with a market
value of $1,000,000; (iii) a bid price of $1.00; (iv) two market
makers; and (v) 300 shareholders.
If, after a merger or acquisition, the Company does not meet
the qualifications for listing on the Nasdaq SmallCap Market, the
Company's securities may be traded in the over-the-counter
("OTC") market. The OTC market differs from national and regional
stock exchanges in that it (1) is not sited in a single location
but operates through communication of bids, offers and
confirmations between broker-dealers and (2) securities admitted
to quotation are offered by one or more broker-dealers rather
than the "specialist"common to stock exchanges. The Company may
apply for listing on the NASD OTC Bulletin Board or may offer its
securities in what are commonly referred to as the "pink sheets"
of the National Quotation Bureau, Inc. To qualify for listing on
the NASD OTC Bulletin Board, an equity security must have one
registered broker-dealer, known as the market maker, willing to
list bid or sale quotations and to sponsor the company for
listing on the Bulletin Board. If the Company is unable initially
to satisfy the requirements for quotation on the Nasdaq SmallCap
Market or becomes unable to satisfy the requirements for
continued quotation thereon, and trading, if any, is conducted in
the OTC market, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
(B) Holders. There are two holders of the Company's
Common Stock. The issued and outstanding shares of the Company's
Common Stock were issued in accordance with the exemptions from
registration afforded by Section 4(2) of the Securities Act of
1933.
(C) Dividends. The Company has not paid any dividends to
date, and has no plans to do so in the immediate future.
Item 2. Legal Proceedings.
There is no litigation pending or threatened by or against
the Company.
Item 3. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.
The Company has not changed accountants since its formation
and there are no disagreements with the findings of its
accountants.
18
<PAGE>
Item 4. Recent Sales of Unregistered Securities.
During the past three years, the Company has sold securities
which were not registered as follows:
On December 30, 1999, 500,000 shares of common stock of the
company were sold for cash to two individuals relying on an
exemption from registration provided by Section 4(2) of the
Securities Act of 1933. The Company realized $2,000 from the
sale of the shares which is being used as working capital.
Item 5. Indemnification of Directors and Officers.
The General Corporation Law of Nevada permits provisions
in the articles, by-laws or resolutions approved by shareholders
which limit liability of directors for breach of fiduciary duty
to certain specified circumstances, namely, breaches of their
duties of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or knowing violation of law, acts
involving unlawful payment of dividends or unlawful stock
purchases or redemptions, or any transaction from which a
director derives an improper personal benefit. The articles with
these exceptions eliminate any personal liability of a Director
to the Company or its shareholders for monetary damages for the
breach of a Director's fiduciary duty and therefore a Director
cannot be held liable for damages to the Company or its
shareholders for gross negligence or lack of due care in carrying
out his fiduciary duties as a Director. The Company's by-laws
indemnify its Officers and Directors to the full extent permitted
by Nevada law. Nevada law permits indemnification if a director
or officer acts in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation.
A director or officer must be indemnified as to any matter in
which he successfully defends himself. Indemnification is
prohibited as to any matter in which the director or officer is
adjudged liable to the corporation.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES
AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST
PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE
UNENFORCEABLE.
PART F/S
Attached are audited financial statements for the Company
for the period ended December 31, 1999. The following financial
statements are attached to this report and filed as a part
thereof.
19
<PAGE>
PART III
Item 1. Index and Description of Exhibits.
Exhibit
Number Title of Document Location
2.01 Articles of Incorporation See Attached
2.02 Bylaws See Attached
27 Financial Data Schedule See Attached
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, thereunto duly authorized.
AZORE ACQUISITION CORPORATION.
Date: January 12, 2000 By: /s/ Mark E. Lehman
President and Sole Director
20
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AZORE ACQUISITION CORPORATION
[A Development Stage Company]
CONTENTS
PAGE
Independent Auditors' Report 22
Balance Sheet, December 31, 1999 23
Statement of Operations, for the period from inception
on December 13, 1999 through December 31, 1999 24
Statement of Stockholders' Equity, from inception
on December 13, 1999 through December 31, 1999 25
Statement of Cash Flows, for the period from inception
December 13, 1999 through December 31, 1999 26
Notes to Financial Statements 27
21
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
AZORE ACQUISITION CORPORATION
Salt Lake City, Utah
We have audited the accompanying balance sheet of Azore
Acquisition Corporation [a development stage company] at December
31, 1999 and the related statement of operations, stockholders'
equity and cash flows for the period from inception on December
13, 1999 through December 31, 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 audits 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 audited by us present
fairly, in all material respects, the financial position of Azore
Acquisition Corporation [a development stage company] as of
December 31, 1999 and the results of its operations and its cash
flows for the period from inception on December 13, 1999 through
December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
that Azore Acquisition Corporation will continue as a going
concern. As discussed in Note 5 to the financial statements,
Azore Acquisition Corporation was only recently formed, has
incurred losses since its inception and has not yet been
successful in establishing profitable operations, raising
substantial doubt about its ability to continue as a going
concern. Management's plans in regards to these matters are also
described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
January 7, 2000
Salt Lake City, Utah
22
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
BALANCE SHEET
ASSETS
December 31,
1999
___________
CURRENT ASSETS:
Cash in bank $ 2,000
___________
Total Current Assets 2,000
___________
$ 2,000
____________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - related party $ 561
___________
Total Current Liabilities 561
___________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
500,000 shares issued and
outstanding 500
Capital in excess of par value 1,500
Deficit accumulated during the
development stage (561)
___________
Total Stockholders' Equity 1,439
____________
$ 2,000
____________
The accompanying notes are an integral part of this financial statement.
23
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
on December 13,
1999 Through
December 31,
1999
__________
REVENUE $ -
EXPENSES:
General and Administrative (561)
__________
LOSS BEFORE INCOME TAXES (561)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
__________
NET LOSS $ (561)
___________
LOSS PER COMMON SHARE $ (.00)
___________
The accompanying notes are an integral part of this financial statement.
24
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON DECEMBER 13, 1999
THROUGH DECEMBER 31, 1999
Deficit
Capital Accumulated
Preferred Stock Common Stock in Excess During the
_______________________________ of Development
Shares Amount Shares Amount Par Value Stage
_____________________________________________________
BALANCE, December 13,
1999 - $ - - $ - $ - $ -
Issuance of 500,000
shares common stock for
cash at $.004 per share,
December, 1999 - - 500,000 500 1,500 -
Net loss for the period ended
December 31, 1999 - - - - - (561)
_____________________________________________________
BALANCE, December 31,
1999 - $ - 500,000 $ 500 $ 1,500 $ (561)
_____________________________________________________
The accompanying notes are an integral part of this financial statement.
25
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
STATEMENT OF CASH FLOWS
NET INCREASE (DECREASE) IN CASH
From Inception
on December 13,
1999 Through
December 31,
1999
____________
Cash Flows Provided by Operating Activities:
Net loss $ (561)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable 561
__________
Net Cash Provided by Operating Activities -
__________
Cash Flows Provided by Investing Activities -
__________
Net Cash Provided by Investing Activities -
__________
Cash Flows Provided by Financing Activities:
Proceeds from issuance of common stock 2,000
__________
Net Cash Provided by Financing Activities 2,000
__________
Net Increase in Cash 2,000
Cash at Beginning of Period -
__________
Cash at End of Period $ 2,000
___________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and
Financing Activities:
For the period ended December 31, 1999: None
The accompanying notes are an integral part of this financial statement.
26
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AZORE ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Azore Acquisition Corporation (the Company) was
organized under the laws of the State of Nevada on December
13, 1999. The Company has not commenced planned principal
operations and is considered a development stage company as
defined in SFAS No. 7. The Company is seeking potential
business ventures. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the
Company and other relevant factors.
Organization Costs - Organization costs, which reflect amounts
expended to organize the Company, amounted to $561 and were
expensed during the period ended December 31, 1999.
Loss Per Share - The computation of loss per share is based on
the weighted average number of shares outstanding during the
period presented in accordance with Statement of Financial
Accounting Standards No. 128, "Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of
cash flows, the Company considers all highly liquid debt
investments purchased with a maturity of three months or less
to be cash equivalents.
Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the
disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amount of
revenues and expenses during the reported period. Actual
results could differ from those estimated.
Recently Enacted Accounting Standards - SFAS No. 130,
"Reporting Comprehensive Income", SFAS No. 131, "Disclosures
about Segments of an Enterprise and Related Information", SFAS
No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", and SFAS No.
134, "Accounting for Mortgage-Backed Securities." were
recently issued. SFAS No. 130, 131, 132, 133 and 134 have no
current applicability to the Company or their effect on the
financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 10,000,000 shares
of preferred stock, $.001 par value, with such rights,
preferences and designations and to be issued in such series
as determined by the Board of Directors. No shares are issued
and outstanding at December 31, 1999.
Common Stock - During December 1999, in connection with its
organization, the Company issued 500,000 shares of its
previously authorized, but unissued common stock. The shares
were issued for cash of $2,000 (or $.004 per share).
27
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109
"Accounting for Income Taxes". FASB 109 requires the Company
to provide a net deferred tax asset/liability equal to the
expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any
available operating loss or tax credit carryforwards. At
December 31, 1999 there were no material deferred tax assets
or liabilities, current or deferred tax expense, or net
operating loss carryforwards.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of December 31, 1999, the Company
has not paid any compensation to any officer or director of
the Company.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his/her offices as a mailing address, as
needed, at no expense to the Company.
Accounts Payable - Related Party - During December 1999, an
officer/shareholder of the Company paid organizational costs
in the amount of $561 on behalf of the company. The company
recorded a related party accounts payable in the amount of
$561.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplate continuation of the Company as a going
concern. However, the Company was only recently formed, has
incurred losses since its inception and has not yet been
successful in establishing profitable operations. These
factors raise substantial doubt about the ability of the
Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional
funds not provided by operations through additional sales of
its common stock. There is no assurance that the Company will
be successful in raising this additional capital or achieving
profitable operations. The financial statements do not
include any adjustments that might result from the outcome of
these uncertainties.
28
<PAGE>
AZORE ACQUISITION CORPORATION
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss
per share:
From Inception
on December 13,
1999 Through
December 31,
1999
__________
Loss from continuing operations
available to common shareholders
(numerator) $(561)
__________
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 500,000
__________
29
<PAGE>
5
Exhibit No. 2
Form 10-SB
Azore Acquisition Corporation
ARTICLES OF INCORPORATION
OF
AZORE ACQUISITION CORPORATION
The undersigned incorporator being a natural person more
than 18 years of age acting as the sole incorporator of the above-
named corporation (the "Corporation") hereby adopts the following
articles of incorporation for the Corporation:
ARTICLE I
NAME
The name of the Corporation shall be: Azore Acquisition
Corporation
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually
unless sooner dissolved according to law.
ARTICLE III
PURPOSES AND POWERS
The purpose for which the Corporation is organized is to
conduct any lawful business for which a corporation may be
organized under the laws of Nevada, which shall include, by way
of illustration and not limitation, the following purposes:
(a) To carry on any general mercantile or service
business, and to purchase, sell, and deal in such goods,
supplies, merchandise, equipment, or services as are
necessary or desirable in connection therewith; to render
any lawful service; to own and operate any lawful
enterprise; and, to acquire, hold, and dispose of tangible
or intangible personal property;
(b) To acquire by purchase or otherwise, own, hold,
lease, rent, mortgage, develop, or otherwise, to trade with
and deal in real estate, lands, oil and gas leases and
interests, and all other interests in lands, and all other
property of every kind and nature;
(c) To acquire, sell, and otherwise dispose of or deal
in stock, bonds, mortgages, securities, notes, and
commercial paper for corporations and individuals;
(d) To borrow money and to execute notes and
obligations and security contracts therefor, and to lend any
of the monies or funds of the Corporation and to take
evidence of indebtedness therefor, and also to negotiate
loans;
(e) To guarantee the payment of dividends or interest
on any other contract or obligation of any corporation
whenever proper or necessary for the business of the
Corporation in the judgment of its directors; and
(f) To do all and everything necessary, suitable,
convenient, or proper for the accomplishment of any of the
purposes or the attainment of any one or more of the objects
herein enumerated, or incidental to the powers therein
named, or which shall at any time appear conducive or
expedient for the protection or benefit of the Corporation,
with all the powers hereafter conferred by the laws under
which this Corporation is organized.
ARTICLE IV
AUTHORIZED SHARES
The total number of shares of all classes of capital stock
which the corporation shall have authority to issue is 60,000,000
shares. Stockholders shall not have any preemptive rights, nor
shall stockholders have the right to cumulative voting in the
election of directors or for any other purpose. The classes and
the aggregate number of shares of stock of each class which the
corporation shall have authority to issue are as follows:
(a) 50,000,000 shares of common stock, $0.001 par
value ("Common Stock");
(b) 10,000,000 shares of preferred stock, $0.001 par
value ("Preferred Stock").
The Preferred Stock may be issued from time to time in one
or more series, with such distinctive serial designations as may
be stated or expressed in the resolution or resolutions providing
for the issue of such stock adopted from time to time by the
Board of Directors; and in such resolution or resolutions
providing for the issuance of shares of each particular series,
the Board of Directors is also expressly authorized to fix: the
right to vote, if any; the consideration for which the shares of
such series are to be issued; the number of shares constituting
such series, which number may be increased (except as otherwise
fixed by the Board of Directors) or decreased (but not below the
number of shares thereof then outstanding) from time to time by
action of the Board of Directors; the rate of dividends upon
which and the times at which dividends on shares of such series
shall be payable and the preference, if any, which such dividends
shall have relative to dividends on shares of any other class or
classes or any other series of stock of the corporation; whether
such dividends shall be cumulative or noncumulative, and if
cumulative, the date or dates from which dividends on shares of
such series shall be cumulative; the rights, if any, which the
holders of shares of such series shall have in the event of any
voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up of the
affairs of the corporation; the rights, if any, which the holders
of shares of such series shall have to convert such shares into
or exchange such shares for shares of any other class or classes
or any other series of stock of the corporation or for any debt
securities of the corporation and the terms and conditions,
including price and rate of exchange, of such conversion or
exchange; whether shares of such series shall be subject to
redemption, and the redemption price or prices and other terms of
redemption, if any, for shares of such series including, without
limitation, a redemption price or prices payable in shares of
Common Stock; the terms and amounts of any sinking fund for the
purchase or redemption of shares of such series; and any and all
other designations, preferences, and relative, participating,
optional or other special rights, qualifications, limitations or
restrictions thereof pertaining to shares of such series'
permitted by law.
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 its discretion may determine and
without any vote or other action by the stockholders, except as
otherwise required by law. The capital stock, after the amount
of the subscription price, or par value, has been paid in shall
not be subject to assessment to pay the debts of the corporation.
The Corporation elects not to be governed by the terms and
provisions of Sections 78.378 through 78.3793, inclusive, and
Sections 78.411 through 78.444, inclusive, of the Nevada Revised
Statutes, as the same may be amended, superseded, or replaced by
any successor section, statute, or provision. No amendment to
these Articles of Incorporation, directly or indirectly, by
merger or consolidation or otherwise, having the effect of
amending or repealing any of the provisions of this paragraph
shall apply to or have any effect on any transaction involving
acquisition of control by any person or any transaction with an
interested stockholder occurring prior to such amendment or
repeal.
ARTICLE V
LIMITATION ON LIABILITY
A director or officer of the Corporation shall have no
personal liability to the Corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer,
except for damages for breach of fiduciary duty resulting from
(a) acts or omissions which involve intentional misconduct,
fraud, or a knowing violation of law, or (b) the payment of
dividends in violation of section 78.300 of the Nevada Revised
Statutes as it may from time to time be amended or any successor
provision thereto.
ARTICLE VI
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation's registered office in the
state of Nevada is 502 East John Street, town of Carson City,
state of Nevada 89706. The name of its initial resident agent in
the state of Nevada is CSC Services of Nevada, Inc. Either the
registered office or the resident agent may be changed in the
manner provided by law.
ARTICLE VII
AMENDMENTS
The Corporation reserves the right to amend, alter, change,
or repeal all or any portion of the provisions contained in these
articles of incorporation from time to time in accordance with
the laws of the state of Nevada, and all rights conferred on
stockholders herein are granted subject to this reservation.
ARTICLE VIII
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by
the board of directors. The power to alter, amend, or repeal the
bylaws or adopt new bylaws shall be vested in the board of
directors, but the stockholders of the Corporation may also
alter, amend, or repeal the bylaws or adopt new bylaws. The
bylaws may contain any provisions for the regulation or
management of the affairs of the Corporation not inconsistent
with the laws of the state of Nevada now or hereafter existing.
ARTICLE IX
DIRECTORS
The governing board of the Corporation shall be known as the
board of directors. The number of directors comprising the board
of directors shall be fixed and may be increased or decreased
from time to time in the manner provided in the bylaws of the
Corporation, except that at no time shall there be less than one
nor more than fifteen directors. The initial board of directors
shall consist of one person who is as follows:
Name Address
Mark E. Lehman 8 East Broadway, Suite
620
Salt Lake City, Utah
84111-2204
ARTICLE X
INCORPORATOR
The name and mailing address of the incorporator signing
these articles of incorporation is:
Name Address
Mark E. Lehman 8 East Broadway, Suite
620
Salt Lake City, UT 84111
The undersigned, being the incorporator of the Corporation
herein before named, hereby makes and files these articles of
incorporation, declaring that the facts herein are true.
DATED this 10th day of December, 1999.
/s/ Mark E. Lehman
STATE OF UTAH )
: ss.
COUNTY OF SALT LAKE )
I, Lori McGee, a notary public, hereby certify that on the
10th day of December, 1999, appeared before me Mark E. Lehman,
personally known to me to be the subscriber to the above
instrument, who acknowledged to me that he is the person who
signed the above instrument as the incorporator and that the
statements contained herein are true.
/s/
14
15
Exhibit No. 2
Form 10-SB
Azore Acquisition Corporation
BYLAWS OF
AZORE ACQUISITION CORPORATION
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of
the Corporation shall be located at 502 East John Street, town of
Carson City, state of Nevada 89706. The name of its initial
resident agent in the state of Nevada is CSC Services of Nevada,
Inc.
Section 2. Other Offices. Other offices may be
established by the Board of Directors at any place or places,
within or without the State of Nevada, as the Board of Directors
may from time to time determine or the business of the
Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of stockholders
shall be held either at the principal executive office or any
other place within or without the State of Nevada 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 stockholders entitled to vote thereat, given either before or
after the meeting and filed with the Secretary of the
Corporation; provided, however, that if no place is designated or
so fixed, stockholder meetings shall be held at the principal
executive office of the Corporation.
Section 2. Annual Meetings. The annual meetings of the
stockholders shall be held each year on a date and a time
designated by the Board of Directors. At the annual meeting of
stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought
before an annual meeting, business must be specified in the
Notice of Meeting given by or at the direction of the Board of
Directors, otherwise properly brought before the meeting by or at
the direction of the Board of Directors or otherwise properly
brought before the meeting by a stockholder. For business to be
properly brought before the annual meeting by a stockholder,
including the nomination of a director, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice must be
delivered to, or mailed and received at, the principal executive
offices of the Corporation not more than five business days after
the giving of notice of the date and place of the meeting to the
stockholders. A stockholder's notice to the Secretary shall
inform as to each matter the stockholder proposes to bring before
the annual meeting (i) a brief description of the business
desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name
and record address of the stockholder proposing such business,
(iii) the class and numbers of shares of the Corporation which
are beneficially owned by the stockholder and (iv) any material
interest of the stockholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be
conducted at the annual meeting except in accordance with the
procedures set forth in this Section. The chairman of the annual
meeting shall, if the facts warrant, determine and declare to the
meeting that business was not properly brought before the meeting
in accordance with the provisions of this Section, and if he
should so determine, he shall so declare to the meeting and any
such business not properly before the meeting shall not be
transacted.
Section 3. Special Meetings. Special meetings of the
stockholders, for any purpose or purposes whatsoever, may be
called at any time by the Chairman of the Board, the President or
by a majority of the Board of Directors, or by such other person
as the Board of Directors may designate.
For business to be properly brought before a special meeting
by a stockholder, including the nomination of a director, the
stockholder must have given timely notice thereof in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received at, the
principal executive offices of the Corporation not more than five
business days after the giving of notice of the date and place of
the meeting to the stockholders. A stockholder's notice to the
Secretary shall inform as to each matter the stockholder proposes
to bring before a special meeting (i) a brief description of the
business desired to be brought before the special meeting and the
reasons for conducting such business at the special meeting, (ii)
the name and record address of the stockholder proposing such
business, (iii) the class and number of shares of the Corporation
which are beneficially owned by the stockholder and (iv) any
material interest of the stockholder in such business.
Section 4. Notice of Stockholders' Meetings. Written
notice of each annual or special meeting signed by the President
or a Vice President, or the Secretary, or an Assistant Secretary,
or by such other person or persons as the directors shall
designate, shall be delivered personally to, or shall be mailed
postage prepaid, to each stockholder of record entitled to vote
at such meeting. If mailed, the notice shall be directed to the
stockholder at his address as it appears upon the records of the
Corporation, and service of such notice by mail shall be complete
upon such mailing, and the time of the notice shall begin to run
from the date it is deposited in the mail for transmission to
such stockholder. Personal delivery of any such notice to any
officer of a corporation or association, or to any member of a
partnership, shall constitute delivery of such notice to such
corporation, association or partnership. All such notices shall
be delivered or sent to each stockholder entitled thereto not
less than ten nor more than sixty days before each annual or
special meeting, and shall specify the purpose or purposes for
which the meeting is called, the place, the day and the hour of
such meeting.
Any stockholder may waive notice of any meeting by a writing
signed by him, or his duly authorized attorney, either before or
after the meeting.
Section 5. Voting. At all meetings of stockholders,
every stockholder entitled to vote shall have the right to vote
in person or by written proxy the number of shares standing in
his own name on the stock records of the Corporation. There
shall be no cumulative voting. Such vote may be viva voce or
ballot; provided, however, that all elections for directors must
be by ballot upon demand made by a stockholder at any election
and before the voting begins.
Section 6. Quorum. The presence in person or by proxy
of the holders of a majority of the shares entitled to vote at
any meeting shall constitute a quorum for the transaction of
business. The stockholders 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
stockholders to leave less than a quorum.
Section 7. Ratification and Approval of Actions at
Meetings. Whenever the stockholders entitled to vote at any
meeting consent, either by: (a) A writing on the records of the
meeting or filed with the Secretary; (b) Presence at such meeting
and oral consent entered on the minutes; or (c) Taking part in
the deliberations at such meeting without objection; the doings
of such meeting shall be as valid as if had at a meeting
regularly called and noticed. At such meeting, any business may
be transacted which is not excepted from the written consent or
to the consideration of which no objection for want of notice is
made at the time. If any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such
meeting, the proceedings of the meeting may be ratified and
approved and rendered likewise valid and the irregularity or
defect therein waived by a writing signed by all parties having
the right to vote at such meeting. Such consent or approval of
stockholders may be by proxy or attorney, but all such proxies
and powers of attorney must be in writing.
Section 8. Proxies. At any meeting of the stockholders,
any stockholder may be represented and vote by a proxy or proxies
appointed by an instrument in writing, which instrument shall be
filed with the Secretary of the Corporation. In the event that
any such instrument in writing shall designate two or more
persons to act as proxies, a majority of such persons present at
the meetings, or, if only one shall be present, then that one
shall have and may exercise all of the powers conferred by such
written instrument upon all of the persons so designated unless
the instrument shall otherwise provide. No such proxy shall be
valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person
executing it specifies therein the length of time for which it is
to continue in force, which in no case shall exceed seven years
from the date of its execution. Subject to the above, any proxy
duly executed is not revoked and continues in full force and
effect until an instrument revoking it or a duly executed proxy
bearing a later date is filed with the Secretary of the
Corporation.
Section 9. Action Without a Meeting. Any action which
may be taken by the vote of stockholders at a meeting, may be
taken without a meeting if authorized by the written consent of
stockholders holding at least a majority of the voting power;
provided that if any greater proportion of voting power is
required for such action at a meeting, then such greater
proportion of written consents shall be required. This general
provision for action by written consent shall not supersede any
specific provision for action by written consent contained in the
Nevada Revised Statutes. In no instance where action is
authorized by written consent need a meeting of stockholders be
called or noticed.
ARTICLE III
DIRECTORS
Section 1. Powers. Incorporation, these Bylaws, and the
provisions of the Nevada Revised Statutes as to action to be
authorized or approved by the stockholders, and subject to the
duties of directors as prescribed by these Bylaws, all corporate
powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation must be managed and
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:
First. To select and remove all officers, agents and
employees of the Corporation, prescribe such powers and duties
for them as may not be inconsistent with law, the Articles of
Incorporation or the Bylaws, 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, the Articles of
Incorporation or the Bylaws, as they may deem best.
Third. To change the registered office of the Corporation
in the State of Nevada from one location to another, and the
registered agent in charge thereof, 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 Nevada, as provided in Article I, Section 2, hereof, to
designate any place within or without the State of Nevada, for
the holding of any stockholders' meeting or 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 certificates shall at
all times comply with the provisions of law.
Fourth. To authorize the issuance of shares of stock of the
Corporation from time to time, upon such terms as may be lawful,
in consideration of cash, services rendered, personal property,
real property or leases thereof, or in the case of shares issued
as a dividend, against amounts transferred from surplus to
capital.
Fifth. To borrow money and incur indebtedness for the
purpose 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 make the Bylaws of the Corporation, subject to
the Bylaws, if any, adopted by the stockholders.
Seventh. To, by resolution or resolutions passed by a
majority of the whole Board, designate one or more committees,
each committee to consist of one or more of the directors of the
Corporation, which, to the extent provided in the resolution or
resolutions, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the
Corporation, and may have power to authorize the seal of the
Corporation to be affixed to all papers on which the Corporation
desires to place a seal. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
Section 2. Number and Qualification of Directors. The
number of directors constituting the whole Board shall be not
less than one nor more than fifteen. The first Board shall
consist of four directors. Thereafter, within the limits above
specified, the number of directors shall be determined by
resolution of the Board of Directors or by the stockholders at
the annual meeting. All directors must be at least 18 years of
age. Unless otherwise provided in the Articles of Incorporation,
directors need not be stockholders.
Section 3. Election, Classification and Term of Office.
Each director shall be elected at each annual meeting of
stockholders by a plurality of votes cast at the election, but if
for any reason the directors are not elected at the annual
meeting of stockholders, each director may be elected at any
special meeting of stockholders by a plurality of votes cast at
the election.
The Board of Directors shall not be divided into classes and
each director shall serve for a term ending on the date of the
next annual meeting of stockholders following the meeting at
which such director was elected and until his successor is
elected and qualified; provided, that the Board of directors may
adopt an amendment in the future dividing the Board of Directors
in to two or more classes on such terms as shall be determined by
resolution of the Board of Directors.
In the event of any decrease in the authorized number of
directors, each director then serving as such shall nevertheless
continue as a director until the expiration of his current term,
or his earlier resignation, removal from office or death.
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 a special meeting of the stockholders.
A vacancy or vacancies in the Board of Directors shall be
deemed to exist in case of the death, resignation or removal of
any director, or if the authorized number of directors be
increased.
If the Board of Directors accepts the resignation of a
director tendered to take effect at a future time, the Board or
the stockholder shall have power to elect a successor to take
office when the resignation is to become effective, and such
successor shall hold office during the remainder of the resigning
director's 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 Nevada as 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 executive office of the Corporation. Special
meetings of the Board may be held either at a place so designated
or at the principal executive office.
Members of the Board, or any committee designated by the
Board, may participate in a meeting of such Board or committee by
means of a conference telephone network or a similar
communications method by which all persons participating in the
meeting can hear each other. Such participation shall constitute
presence in person at such meeting. Each person participating in
such meeting shall sign the minutes thereof, which minutes may be
signed in counterparts.
Section 6. Organization Meeting. Immediately following
each annual meeting of stockholders, 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 meetings is hereby dispensed with.
Section 7. Special Meetings. Special meetings of the
Board of Directors for any purpose or purposes may be called at
any time by the Chairman of the Board, President or by any two or
more directors.
Written notice of the time and place of special meetings
shall be delivered personally to the directors or sent to each
director by mail or other form of written communication (such as
by telegraph, Federal Express package, or other similar forms 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
otherwise communicated in writing, it shall be deposited in the
United States mail or delivered to the appropriate delivering
agent at least seventy-two hours prior to the time of the holding
of the meeting. In case such notice is Personally delivered, it
shall be so delivered at least twenty-four hours prior to the
time of the holding of the meeting. Such mailing, personal
delivery or other written communication as above provided shall
be due, legal and personal notice to such director.
Section 8. 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 9. Ratification and Approval. Whenever all
directors entitled to vote at any meeting consent, either by: (a)
A writing on the records of the meeting or filed with the
Secretary; (b) Presence at such meeting and oral consent entered
on the minutes; or (c) Taking part in the deliberations at such
meeting without objection; the doings of such meeting shall be as
valid as if had at a meeting regularly called and noticed. At
such meeting any business may be transacted which is not excepted
from the written consent or to the consideration of which no
objection for want of notice is made at the time.
If any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the
proceedings of the meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein
waived by a writing signed by all directors having the right to
vote at such meeting.
Section 10. Action Without a Meeting. Any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting if a written consent thereto is signed by all the members
of the Board or of such committee. Such written consent shall be
filed with the minutes of proceedings of the Board or committee.
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 assembled 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.
Section 12. Adjournment. A quorum of the directors may
adjourn any directors' meeting to meet again at a stated day and
hour provided, however, that in the absence of a quorum, a
majority of the directors present at any directors' meeting,
either regular or special, may adjourn from time to time until a
quorum shall be present.
Section 13. Fees and Compensation. The Board shall have
the authority to fix the compensation of directors. The
directors may be paid their expenses, if any, of attendance at
each meeting of the Board and may be paid a fixed sum for
attendance at each meeting of the Board or a stated salary as
director. No such payment shall preclude any director from
serving the Corporation in any other capacity as an officer,
agent, employee or otherwise, and receiving the compensation
therefor. Members of committees may be compensated for attending
committee meetings.
Section 14. Removal. Any director may be removed from
office with or without cause by the vote of stockholders
representing not less than two-thirds of the issued and
outstanding capital stock entitled to voting power.
ARTICLE IV
OFFICERS
Section 1. Officers. The officers of the Corporation
shall be a President, a Secretary and a Treasurer. The
Corporation may also have, at the discretion of the Board of
Directors, one or more additional Vice Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, a
Chairman of the Board, a chief executive officer, chief financial
officer, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article.
Officers other than the Chairman of the Board need not be
directors. One person may hold two or more offices.
Section 2. Election. The officers of this Corporation,
except such officers as may be appointed in accordance with the
provisions of Section 3 or Section 5 of this Article, 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.
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 hold office for such
period, have such authority and perform such duties as are
provided in these Bylaws or as the Board of Directors may from
time to time determine.
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. Any officer may resign at any
time by giving written notice to the Board of Directors, the
President or the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such
notice or at any later time specified therein; and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
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 Bylaws for
regular appointments to such office.
Section 6. Chairman of the Board. The Chairman of the
Board, if there be such a position, shall 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 Bylaws.
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, the President shall, subject to the
control of the Board of Directors, have general supervision,
direction and control of the business and officers of the
Corporation. In the absence of the Chairman of the Board, or if
there be none, he shall preside at all meetings of the
stockholders and at all meetings of the Board of Directors. He
shall be ex officio a member of all 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 by these
Bylaws.
Section 8. Vice-President. In the absence or disability
of the President, the Vice Presidents, in order of their rank as
fixed by the Board of Directors, or 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 Bylaws.
Section 9. Secretary. The Secretary shall keep, or
cause to be kept, a book of minutes at the principal executive
office or such other place as the Board of Directors may order,
of all meetings of directors, committees and stockholders, 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' and committee meetings, the number of
shares present or represented at stockholders' meetings and the
proceedings thereof.
The Secretary shall keep, or cause to be kept, at the
principal executive office (1) a share register, or a duplicate
share register, revised annually, showing the names of the
stockholders, alphabetically arranged, and their places of
residence, 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; (2) a copy of the Articles of Incorporation and
all amendments thereto certified by the Secretary of State; and
(3) a copy of the Bylaws and all amendments thereto certified by
the Secretary.
The Secretary shall give, or cause to be given, notice of
all the meetings of the stockholders, committees and Board of
Directors required by the Bylaws 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 the Bylaws.
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 times be open to inspection by
any director.
The Treasurer shall deposit all monies 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
the Bylaws.
ARTICLE V
MISCELLANEOUS
Section 1. Record Date and Closing Stock Books. The
Board of Directors may fix a day, not more than sixty (60) days
prior to the holding of any meeting of stockholders, and not
exceeding thirty (30) days preceding the date fixed for the
payment of any dividend or distribution or for the allotment of
rights, or when any change or conversion or exchange of shares
shall go into effect, as a record date for the determination of
the stockholders entitled to notice of and to vote at any such
meeting, or entitled to receive any such dividend or
distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of
shares, and in such case only stockholders of record on the date
so fixed shall be entitled to notice of and to vote at such
meetings, or to receive such dividend, distribution or allotment
of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the
Corporation after any record date is fixed as aforesaid. The
Board of Directors may close the books of the Corporation against
transfers of shares during the whole or any part of any such
period.
Section 2. Inspection of Corporate Records.
Stockholders shall have the right to inspect such corporate
records at such times and based upon such limitations of such
rights as may be set forth in the Nevada Revised Statutes from
time to time.
Section 3. Checks, Drafts, Etc. All checks, drafts or
other orders for payment of money, notes or other evidences 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. Contract, Etc., How Executed. The Board of
Directors, except as otherwise provided in these Bylaws may
authorize any officer or officers, agent or agents to enter into
any contract, deed or lease 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
to render it liable for any purpose or to any amount.
Section 5. Certificates of Stock. A certificate or
certificates for certificated shares of the capital stock of the
Corporation shall be issued to each stockholder when any such
shares are fully paid up. All such certificates shall be signed
by the Chairman of the Board, President or a Vice President, and
may be signed by the Treasurer, Secretary or an Assistant
Secretary, or be authenticated by facsimiles of their respective
signatures; provided, however, that every certificate
authenticated by a facsimile of a signature must be countersigned
by a transfer agent or transfer clerk, and by a registrar, which
registrar cannot be the Corporation itself.
Certificates for certificated shares may be issued prior to
full payment under such restrictions and for such purposes as the
Board of Directors or the Bylaws may provide; provided, however,
that any such certificate so issued prior to full payment shall
state the amount remaining unpaid and the terms of payment
thereof.
The Board of Directors is hereby authorized, pursuant to the
provisions of Nevada Revised Statutes Section 78.235, to issue
uncertificated shares of some or all of the shares of any or all
of its classes or series.
Section 6. Representation of the Shares of Other
Corporation. 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
other 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 so to do by proxy or power of
attorney duly executed by said officers.
ARTICLE VI
AMENDMENTS
Section 1. Power of Stockholders. New Bylaws may be
adopted or these Bylaws may be amended or repealed by the vote of
stockholders entitled to exercise a majority of the voting power
of the Corporation or by the written assent of such stockholders.
Section 2. Power of Directors. Subject to the right of
stockholders as provided in Section 1 of this Article VI to
adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or
repealed by the Board of Directors.
ARTICLE VII
TRANSACTIONS INVOLVING DIRECTORS AND OFFICERS
Section 1. Validity of Contracts and Transactions. No
contract or transaction between the Corporation and one or more
of its directors or officers, or between the Corporation and any
other corporation, firm, association, or other organization in
which one or more of its directors or officers are directors or
officers or are financially interested, shall be void or voidable
solely for this reason, or solely because the director or officer
is present at or participates in the meeting of the Board of
Directors or committee that authorizes or approves the contract
or transaction, or because their votes are counted for such
purpose, provided that:
(a) the material facts as to his, her, or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the Board of Directors or the
committee and noted in the minutes, and the Board of Directors or
committee, in good faith, authorizes the contract or transaction
in good faith by the affirmative vote of a majority of
disinterested directors, even though the disinterested directors
are less than a quorum;
(b) the material facts as to his, her, or their
relationship or interest and as to the contract or transaction
are disclosed or are known to the stockholders entitled to vote
thereon, and the contract or transaction is specifically approved
or ratified in good faith by the majority of shares entitled to
vote, counting the votes of the common or interested directors or
officers; or
(c) the contract or transaction is fair as to the
Corporation as of the time it is authorized or approved.
Section 2. Determining Quorum. Common or interested
directors may be counted in determining the presence of a quorum
at a meeting of the board of directors or of a committee which
authorizes, approves or ratifies the contract or transaction.
ARTICLE VIII
INSURANCE AND OTHER FINANCIAL ARRANGEMENTS
The Corporation may purchase and maintain insurance or make
other financial arrangements on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any
liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee
or agent, or arising out of his status as such, whether or not
the Corporation has the authority to indemnify him against such
liability and expenses. The insurance or other financial
arrangements may be provided by the Corporation or by any other
person or entity approved by the Board of Directors including a
subsidiary of the corporation.
Such other financial arrangements made by the Corporation
may include the following:
(a) The creation of a trust fund;
(b) The establishment of a program of self-insurance;
(c) The securing of its obligation of indemnification by
granting a security interest or other lien on any assets of the
Corporation; or
(d) The establishment of a letter of credit, guaranty or
surety. No financial arrangement may provide protection for a
person adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable for intentional
misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered
by a court as provided in Article IX hereof.
ARTICLE IX
INDEMNIFICATION
Section 1. Action Not By Or On Behalf Of Corporation.
The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), fees, judgments, fines, and
amounts paid in settlement, actually and reasonably incurred by
him in connection with the action, suit or proceeding if he acted
in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Corporation, and with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent
does not, of itself, create an presumption that the person did
not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was
unlawful.
Section 2. Action By Or On Behalf Of Corporation. The
Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise against
expenses, including amounts paid in settlement and attorneys'
fees actually and reasonably incurred by him in connection with
the defense or settlement of the action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, except that
indemnification may not be made for any claim, issue or matter as
to which such a person shall have been adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Corporation or for amounts paid in
settlement to the Corporation, unless and only to the extent that
the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that, in
view of all of the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as
the court deems proper.
Section 3. Successful Defense. To the extent that a
director, officer, employee or agent of the Corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in Section 1 or 2 of this Article
IX, or in defense of any claim, issue or matter therein, he must
be indemnified by the Corporation against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection with the defense.
Section 4. Determination Of Right To Indemnification In
Certain Circumstances. Any indemnification under Section I or 2
of this Article IX, unless ordered by a court or advanced
pursuant to this Article IX, must be made by the Corporation only
as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be made by
the Stockholders, the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to the act,
suit or proceeding, or if a majority vote of a quorum of
directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion, or if
a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal
counsel in a written opinion.
Section 5. Advance Payment of Expenses. Expenses of
officers and directors incurred in defending a civil or criminal
action, suit or proceeding must be paid by the Corporation as
they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or
on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that
he is not entitled to be indemnified by the Corporation as
authorized in this Article. The provisions of this subsection
(5) of this Article IX shall not affect any rights to advancement
of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.
Section 6. Not Exclusive.
(a) The indemnification and advancement of expenses
authorized in or ordered by a court pursuant to any other section
of this Article IX or any provision of law:
(i) does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be
entitled under the Articles of Incorporation or any statute,
bylaw, agreement, vote of stockholders or disinterested directors
or otherwise, for either an action in his official capacity or an
action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection
2 of this Article IX or for the advancement of expenses made
pursuant to this Article IX may not be made to or on behalf of
any director or officer if a final adjudication establishes that
his acts or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action; and
(ii) continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
(b) Without limiting the foregoing, the Corporation is
authorized to enter into an agreement with any director, officer,
employee or agent of the Corporation providing indemnification
for such person against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement that result from
any threatened, pending or completed action, suit, or proceeding,
whether civil, criminal, administrative or investigative,
including any action by or in the right of the Corporation, that
arises by reason of the fact that such person is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, to the full extent
allowed by law, except that no such agreement shall provide for
indemnification for any actions that constitute intentional
misconduct, fraud, or a knowing violation of law and was material
to the cause of action.
Section 7. Certain Definitions. For the purposes of
this Article IX, (a) any director, officer, employee or agent of
the Corporation who shall serve as a director, officer, employee
or agent of any other corporation, joint venture, trust or other
enterprise of which the Corporation, directly or indirectly, is
or was a stockholder or creditor, or in which the Corporation is
or was in any way interested, or (b) any director, officer,
employee or agent of any subsidiary corporation, joint venture,
trust or other enterprise wholly owned by the Corporation, shall
be deemed to be serving as such director, officer, employee or
agent at the request of the Corporation, unless the Board of
Directors of the Corporation shall determine otherwise. In all
other instances where any person shall serve as director,
officer, employee or agent of another corporation, joint venture,
trust or other enterprise of which the Corporation is or was a
stockholder or creditor, or in which it is or was otherwise
interested, if it is not otherwise established that such person
is or was serving as such director, officer, employee or agent at
the request of the Corporation, the Board of Directors of the
Corporation may determine whether such service is or was at the
request of the Corporation, and it shall not be necessary to show
any actual or prior request for such service. For purposes of
this Article IX references to a corporation include all
constituent corporations absorbed in a consolidation or merger as
well as the resulting or surviving corporation so that any person
who is or was a director, officer, employee or agent of such a
constituent corporation or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, joint venture, trust or other
enterprise shall stand in the same position under the provisions
of this Article IX with respect to the resulting or surviving
corporation as he would if he had served the resulting or
surviving corporation in the same capacity. For purposes of this
Article IX, references to "other enterprises" shall include
employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee
benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or
involves services by, such director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the
participants and beneficiaries of an employee benefit plan shall
be deemed to have acted in a manner "not opposed to the best
interests of the Corporation" as referred to in this Article IX.
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