SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10SB12G
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GENERAL FORM FOR REGISTRATION OF SECURITIES
PERSUANT TO SECTION 12 (B) OR 12 (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number:
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GEM PORPHYRY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0643733
(STATE OF INCORPORATION) (I.R.S. EMPLOYER ID NO.)
350 Fifth Avenue, Suite 1413, New York, NY 10118
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
212-947-9009
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 2,025
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
Common stock: $0.001 Par value N/A
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRATION WAS $0.001 AS OF THE DATE HEREOF.
SHARES OF COMMON STOCK OUTSTANDING AS OF THE DATE HEREOF: 2,025
<PAGE>
PART I
ITEM 1
DESCRIPTION OF BUSINESS
Pursuant to the Nevada Business Corporation Act, Gem Porphyry, Inc., f/k/a
"Malmac, Inc.", (hereinafter "The Company") incorporated on October 19, 1982.
The Company's original Articles of Incorporation designated an authorized
capital of two thousand five hundred (2,500) shares of common stock with no par
value.
At its inception, the Company declared the nature of its business, and the
objects and purposes proposed to be transacted, promoted, or carried on by the
corporation, to carry on and conduct any and all lawful activities of business.
On or about March 07th, 1995, the Company, having conducted neither trade
nor business, fell into inactivity.
On October 22nd, 1999, the corporation filed a certificate of revival
pursuant to NRS 78.730,at which time it deemed its existence to be perpetual.
On or about November 23rd of 1999, the Directors met to discuss the
company's inactivity. A newly formed Board of Directors convened a Special
Meeting of the Stockholders on November 27th 1999 to reorganize the Company
under the name "Gem Porphyry, Inc." at which time the Articles of Incorporation
were amended to increase the authorized shares from Two Thousand Five hundred
(2,500) to One Million (100,000,000) shares with a par value of $0.001 per
share. Subsequently, the amended Articles were filed with the State of Nevada on
December 15th, 1999.
The company should be considered purely developmental at this stage of its
existence. Because of its designation as a corporate "shell", its prime business
intention is to identify and amalgamate with or acquire a private entity. Given
the Company's lack of assets and no recent business history, once the Company
does successfully acquire or merge with an operating business opportunity, it is
most likely that the Company's present Shareholders will experience substantial
stock devaluation. As a result, it is anticipated that there will likely be a
change in Company control.
The Company is filing its registration statement on Form 10-SB voluntarily
in order to make information concerning itself more readily available to the
general public. Management believes that reporting the Company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company not readily available elsewhere.
In addition, management believes that this might make the Company more
attractive to an operating business opportunity as a potential business
combination candidate. As a result of filing this registration statement, the
Company obligates itself to file with the Commission specific interim and
periodic reports, including an annual report, containing audited financial
statements.
The Company intends to continue to voluntarily file these periodic reports
under the Exchange Act even if its obligation to file such reports is suspended
under applicable provisions of the Exchange Act. Any target acquisition or
merger candidate of the Company will become subject to the same reporting
requirements as the Company upon consummation of any such business combination.
Thus, in the event that the Company successfully completes an acquisition
or merger with another operating business, the resultant combined business must
provide audited financial statements for at least the two (2) most recent fiscal
years or, in the event that the combined operating business has been in business
less than two (2) years, audited financial statements will be required from the
period of inception of the target acquisition or merger candidate.
The Company's principal executive offices are located at:
350 Fifth Avenue, Suite 1413, New York, NY 10118.
Business of Issuer
The Company has no recent operating history and no representation is made,
nor is any intended, that the Company will be able to carry on future business
activities successfully. Further, there can be no assurance that the Company
will have the ability to acquire or merge with an operating business, business
opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its Officers and Directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals.
Because of the Company's lack of capital, it may not be able to retain a
fee-based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company that will accept their
compensation only after the Company has finalized a successful acquisition or
merger.
To date, the Company has not engaged nor contracted any prospective
consultants for these purposes. The Company does not intend to restrict its
search to any specific company and has not entered into any definitive
agreements or understandings regarding retention of any consultant to assist the
Company in its search for business opportunities. Furthermore, management is not
presently in a position to actively seek or retain kind of industry or business.
The Company may investigate, and ultimately acquire, a venture that is in
its preliminary or developmental stage, is already in operation, or in various
stages of its corporate existence and development. Management cannot predict at
this time the status or nature of any venture in which the Company may
participate. A potential venture might need additional capital or merely desire
to have its shares publicly traded. The most likely scenario for a possible
business arrangement would involve the acquisition of, or merger with, an
operating business that does not need additional capital, but which merely
desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public
vehicle for a private entity interested in becoming a publicly held corporation
without the time and expense characteristically associated with an initial
public offering (IPO).
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities.
However, because of the Company's lack of capital, it may not have the
necessary funds for a complete and exhaustive investigation of any particular
opportunity. In evaluating such potential business opportunities, the Company
will consider, to the extent relevant to the specific opportunity, several
factors: including potential benefits to the Company and its Shareholders;
working capital, financial requirements and availability of additional
financing; history of operation, if any; nature of present and expected
competition; quality and experience of management; need for further research,
development or exploration; potential for growth and expansion; potential for
profits; and other factors deemed relevant to the specific opportunity.
Because the Company has neither located nor identified any specific
business opportunity as of the date hereof, there are certain unidentified risks
that cannot be adequately expressed prior to the identification of a specific
business opportunity. There can, therefore, be no assurance following
consummation of any acquisition or merger that the business venture will develop
into a going concern or, if the business is already operating, that it will
continue to operate successfully. Many of the potential business opportunities
available to the Company may involve new and untested products, processes or
market strategies, which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen.
The particular manner in which the Company participates in a specific
business opportunity will depend upon the nature of that opportunity, the
respective needs and desires of the Company and management of the opportunity,
and the relative negotiating strength of the parties involved. Actual
participation in a business venture may take the form of an asset purchase,
lease, joint venture, license, partnership, stock purchase, reorganization,
merger or consolidation.
The Company may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization, however, the Company
does not intend to participate in opportunities through the purchase of minority
stock positions. Because of the Company's current status and recent inactive
status for the prior eight years, and its attendant lack of assets or relevant
operating history, it is likely that any potential merger or acquisition with
another operating business will require substantial dilution of the Company's
existing Shareholders. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
candidate taking over control of the Company.
Management has not established any guidelines as to the amount of control
it will offer to prospective business opportunity candidates, since this issue
will depend to a large degree on the economic strength and desirability of each
candidate, and correspondent ending relative bargaining power of the parties.
However, management will endeavor to negotiate the best possible terms for the
benefit of the Company's Shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management does
not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or Shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources.
In all probability, a public sale of the Company's securities would also be
unfeasible, and management does not contemplate any form of new public offering
at this time. In the event that the Company does need to raise capital, it would
most likely have to rely on the private sale of its securities. Such a private
sale would to available exemptions, if any applies. However, the Company's
management at this time contemplates no private sales. If a private sale of the
Company's securities is deemed appropriate in the future, management will
endeavor to acquire funds on the best terms available to the Company. However,
there can be no assurance that the Company will be able to obtain funding when
and if needed, or that such funding, if available, can be obtained on terms
reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a remote
possibility that the Company might sell its securities to its management or
affiliates. In the event of a successful acquisition or merger, a finder's fee,
in the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed at that
time.
A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Management has not actively undertaken a
search for, nor retention of, any finder's fee arrangement with any person. It
is possible that a potential merger or acquisition candidate would have its own
finder's fee arrangement, or other similar business brokerage or investment
banking arrangement, whereupon the terms may be governed by a pre-existing
contract; in such case, the Company may be limited in its ability to affect the
terms of compensation, but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed transaction to a vote of the
Company's Shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues.
If such a fee arrangement was proposed, independent management and
Directors would negotiate the best terms available to the Company so as not to
compromise the fiduciary duties of the affiliate in the proposed transaction,
and the Company would require that the proposed arrangement would be submitted
to the Shareholders for prior ratification in an appropriate manner. Management
does not contemplate that the Company would acquire or merge with a business
entity in which any affiliates of the Company have an interest.
Any such related party transaction, however remote, would be submitted for
approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the Shareholders for prior ratification in an
appropriate manner. None of the Company's managers, Directors, or other
affiliated parties have had any contact, discussions, or other understandings
regarding any particular business opportunity at this time, regardless of any
potential conflict of interest issues. Accordingly, the potential conflict of
interest is merely a remote theoretical possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Company will seek to have the transaction
ratified by Shareholders in the appropriate manner. Most likely, this would
require a general or special Shareholder's meeting, called for such purpose,
wherein all Shareholders would be entitled to vote in person or by proxy. In the
notice of such a Shareholder's meeting and proxy statement, the Company will
provide Shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or merger
candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.
As of the date hereof, the Company does not have any employees and has no
plans for retaining employees until such time as the Company's business warrants
the expense, or until the Company successfully acquires or merges with an
operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business the
residence of its President located in New York City, New York. Although the
Company has no written agreement and pays no rent for the use of this facility,
it is contemplated that at such future time as an acquisition or merger
transaction may be completed, the Company will secure commercial office space
from which it will conduct its business.
Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part F/S of this Form
10-SB, for a report of the Company's operating history for the past two fiscal
years.
Item 2. Management's Analysis or Plan of Operation
The Company is considered a development stage company with no assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a Shareholder and Officer
of the Company, specifically Justine Noerring, Secretary and a Director of the
Company). It is anticipated that the Company will require only nominal capital
to maintain the corporate viability of the Company and the Company's existing
Shareholders or its Officers and Directors will most likely provide necessary
funds in the immediate future.
However, unless the Company is able to facilitate an acquisition of or
merger with an operating business or is able to obtain significant outside
financing, there is substantial doubt about its ability to continue as a viable
corporation. In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
During the next twelve (12) months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks funds, it may be necessary for the Officers and Directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made.
Management intends to hold expenses to a minimum and to obtain services on
a contingency basis when possible. Furthermore, the Company's Directors will
suspend any compensation until such time as an acquisition or merger can be
accomplished and will make every effort to have the business opportunity provide
their remuneration. However, if the Company engages outside advisors or
consultants in its search for business opportunities, it may be necessary for
the Company to attempt to raise additional funds.
As of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital, most likely the
only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum, from either a commercial or private lender.
There can be no assurance that the Company will be able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company. The Company does not intend to
use any employees, with the possible exception of part-time clerical assistance
on an as-needed basis. Outside advisors or consultants will be used only if they
can be obtained for minimal cost or on a deferred payment basis. Management is
confident that it will be able to operate in this manner and to continue its
search for business opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of the
Company as of the dtae hereof, with respect to each person known by the Company
to own beneficially more than 5% of the Company's outstanding common stock, each
Director of the Company and all Directors and Officers of the Company as a
group.
Name and Address Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
Arnold S. Grundvig 30,000 Shares 13.75
2035 Castle Hill Avenue
Salt Lake City, UT 84107
Lorraine Grundvig 30,000 Shares 13.75
2035 Castle Hill Avenue
Salt Lake City, UT 84107
Note: Arnold S. Grundvig and Lorraine Grundvig are husband and wife. The
Company has been advised that each of the persons listed above has sole voting
power over the shares indicated above.
Item 5.
Directors, Executive Officers, Promoters and Control Persons
The Directors and Executive Officers of the Company are as follows:
Name Age Title Position Held Since
David Zahner 43 President/Director 02/15/2000
Jay Solomont 43 Sec./ Treas./Director 02/15/2000
All Directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of Directors. The Company has not
compensated its Directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no Director has accrued any expenses or
compensation.
The Board of Directors appoints Officers annually, and each executive
Officer serves at the discretion of the Board of Directors. The Company does not
have any standing committees at this time. No Director, Officer, affiliate or
promoter of the Company has, within the past five years, filed any bankruptcy
petition, been convicted in or been the subject of any pending criminal
proceedings, or is any such person the subject or any order, judgment or decree
involving the violation of any state or federal securities laws. The business
experience of each of the persons listed above during the past five years is as
follows:
David Zahner: Director and President
Mr. Zahner's primary business experience stems from his twenty-seven year
career in Investment Management. He is a graduate of the New York School of Law.
Jay Solomont: Director, Treasure/Secretary
Mr. Solomont's primary business experience stems from his successful
career in Investment Management. He is widely recognized for his many
entrepreneurial efforts.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred compensation
plan for the benefit of its employees, Officers or Directors. The Company has
neither paid any salaries or other compensation to its Officers, Directors or
employees for the years ended December 31, 1999, and December 31, 1998.
Further, the Company has not entered into an employment agreement with any
of its Officers, Directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's Directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
Item 7. Certain Relationships and Related Transactions
During the Company's last two fiscal years, there have not been any
transactions between the Company and any Officer, Director, nominee for election
as Director, or any Shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock, Par
Value $0.001, of which 2,025 shares are issued and outstanding as of the date
hereof. All shares of common stock have equal rights and privileges with respect
to voting,liquidation and dividend rights.
Each share of common stock entitles the holder thereof to (i) one
non-cumulative vote for each share held of record on all matters submitted to a
vote of the stockholders; (ii) to participate equally and to receive any and all
such dividends as may be declared by the Board of Directors out of funds legally
available therefor; and (iii) to participate pro rata in any distribution of
assets available for distribution upon liquidation of the Company.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or any other securities. The common stock is
not subject to redemption and carries no subscription or conversion rights. All
outstanding shares of common stock are fully paid and non-assessable.
Preferred Stock
The Company does not have any preferred stock, authorized or issued.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company has made an application to the NASD
for the Company's shares to be quoted on the National Quotation Bureau's Pink
Sheets ("Pink Sheets"). The Company's application to the NASD consists of
current corporate information, financial statements and other documents as
required by Rule 15c2-11 of the Securities Exchange Act of 1934, as amended.
Inclusion on the "Pink Sheets" permits price quotations for the Company's shares
to be published by such service.
The Company's common shares are not currently quoted. The Company is not
aware of any established trading market for its common stock nor is there any
record of any reported trades in the public market in recent years. The
Company's common stock has never traded in a public market.
If and when the Company's common stock is traded in the Pink Sheet, most
likely the shares will be subject to the provisions of Section 15(g) and Rule
15g-9 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates
the definition of penny stock as that used in Rule 3a5l-l of the Exchange Act.
The Commission generally defines penny stock to be any equity security that
has a market price less than $5.00 per share, subject to certain exceptions.
Rule 3a5l-l provides that any equity security is considered to be a penny stock
unless that security is: registered and traded on a national securities exchange
meeting specified criteria set by the Commission; authorized for quotation on
The NASDAQ Stock Market; issued by a registered investment company; excluded
from the definition on the basis of price (at least $5.00 per share) or the
issuer's net tangible assets; or exempted from the definition by the Commission.
If the Company's shares are deemed to be a penny stock, trading in the
shares will be subject to additional sales practice requirements on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors, generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse. For
transactions covered by these rules, broker-dealers must make a special
suitability determination for the purchase of such securities and must have
received the purchaser's written consent to the transaction prior to the
purchase.
Additionally, for any transaction involving a penny stock, unless exempt,
the rules require the delivery, prior to the first transaction, of a risk
disclosure document relating to the penny stock market. A broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of the date hereof, there were thirty (30) holders of record of the
company's common stock. As of the date hereof, the company has issued and
outstanding 412,350 post-split shares of common stock. Of this total, all
shares, were issued in transactions more than two years ago. (A forward
200-for-1 stock split occurred on November 27, 1999, increasing the number of
shares held by existing shareholders, which is not deemed a "new" issuance.)
Thus, all shares were issued more than two years ago and may be sold or
otherwise transferred without restriction pursuant to the terms of rule 144
("rule 144") of the securities act of 1933, as amended (the "act"), unless held
by an affiliate or controlling shareholder of the company.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions
in the past, and the Company does not anticipate that it will pay cash dividends
or make distributions in the foreseeable future. The Company currently intends
to retain and reinvest future earnings, if any, to finance its operations.
Item 2. Legal Proceedings
The Company is currently not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
In November of 1999, the Company sold 20,000 pre-split shares of restricted
common stock to Roy Morrow for $6,350.00 and 1,000 pre-split shares of
restricted common stock to Justine Noerring for $1,000.00 which contributions
were used to cover costs incurred while bringing the Company into good standing.
These transactions are deemed exempt pursuant to Section 4(2) of the Act.
All other issues of securities by the Company were made more than three
years ago.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles and By-Laws provide for indemnification for
liability, including expenses incurred in connection with a claim of liability
arising from having been an officer or director of the Company for any action
alleged to have been taken or omitted by any such person acting as an officer or
director, not involving gross negligence or willful misconduct by such person.
Section 78.751 of the Nevada General Corporation Law allows the Company to
indemnify any person who was or is threatened to made party to any threatened,
pending, or completed action, suit or proceeding, by reason of the fact that he
or she is or was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer, employee, or
agent of any corporation, partnership, joint venture, trust or other enterprise.
The Company's By-Laws provide that such a person shall be indemnified and held
harmless to the fullest extent provided by Nevada law.
Transfer Agent
The Company has designated Interwest Transfer Company, Inc., 1981 E. Murray
Holliday Road, Holliday, Utah 84117, (801) 272-9294 its transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements at December 31, 1999, December 31, 1998,
and the related statements of operations, stockholders' equity and cash flows
for the years ended December 31, 1999, 1998 and 1997 and the period October 19,
1982 (date of inception) to December 31, 1999, have been examined to the extent
indicated in the reports by Andersen Andersen and Strong, L.C., Certified Public
Accountants, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein, on the following
pages, in response to Part F/S of this Form 10-SB.
<PAGE>
ITEM 5
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Gem Porphyry, INC.
(REGISTRANT)
/s/ David Zahner
BY: _______________________
PRESIDENT AND DIRECTOR
DATED: 21ST DAY OF FEBRUARY, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 21st day of February, 2000.
/s/ David Zahner
___________________________________
DAVID ZAHNER: President and Director
/s/ Jay Solomont
____________________________________
JAY SOLOMONT: Director, Secretary and Chief Financial Officer
PART III
ITEM 1. INDEX TO EXHIBITS
THE FOLLOWING EXHIBITS ARE FILED WITH THIS REGISTRATION STATEMENT:
Exhibit No. Description
- ------------ -----------
3 (i) Articles of Incorporation
Certificate of Amendment of Articles of Incorporation
3 (ii) By-Laws
23 Consent of Independent Certified Public Accountant
27 Financial Data Schedule
Gem Porphyry, Inc.
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
Andersen Andersen & Strong, L.C.
Certified Public Accountants and Business Consultants
Member SEC Practice Section of the AICPA
Board of Directors
Gem Porphyry, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Gem Porphyry, Inc. (a
development stage company) at December 31, 1999, and December 31, 1998, and 1997
and the related statements of operations, stockholders' equity, and cash flows
for the years ended December 31, 1999, 1998, and 1997, and the period October
19, 1982 (date of inception) to 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Gem Porphyry, Inc. at
December 31, 1999, and December 31, 1998, and 1997 and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 1999, 1998, and 1997, and the period October 19, 1982 (date of inception) to
December 31, 1999., in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations from its inception and does not have the necessary
working capital for any future planned activity, which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 4. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Andersen Andersen and Strong, L.L.C.
- ----------------------------------------
Andersen Andersen and Strong, L.L.C.
Salt Lake City, Utah
January 17, 2000
Gem Porphyry, Inc.
(Development Stage Company)
BALANCE SHEETS
December 31, 1999, and December 31, 1998
<TABLE>
<CAPTION>
Dec 31, Dec 31,
1999 1998
--------- ---------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ - $ -
--------- ---------
Total Current Assets $ - $ -
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
--------- ---------
Total Current Liabilities - -
--------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 412,350 shares issued and outstanding
on December 31, 1999; 405,000 on Dec 31, 1998 412 405
Capital in excess of par value 17,475 9,720
Deficit accumulated during the development stage (17,475) (10,125)
--------- ---------
Total Stockholders' Equity (deficiency) - -
--------- ---------
$ - $ -
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
GEM PORPHYRY, INC.
(Development Stage Company)
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1999, 1998, and 1997 and the Period
October 19, 1982 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
Oct 19, 1982
to
Dec 31 Dec 31 DEC 31 Dec 31
1999 1998 1997 1996
--------- ------- -------
<S> <C> <C> <C> <C>
REVENUES - - - -
EXPENSES 7,350 - - 17,475
--------- ------- ------- -------
NET LOSS $ (7,350) $ - $ - $(17,475)
========= ======= =======
NET LOSS PER COMMON
SHARE
Basic $ (.02) $ - $ -
--------- ------- -------
AVERAGE OUTSTANDING
SHARES
Basic 405,600 405,000 405,000
--------- --------- -------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GEM PORPHYRY, INC.
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period October 19, 1982 (Date of Inception)
to December 31, 1999
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL In
---------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ---------
<S> <C> <C> <C> <C>
Balance October 19, 1982(date of inception) - $ - $ - $ -
Issuance of common stock for services 60,000 60 1,440 -
at $.025 - August 8, 1994
Issuance of common stock for cash 90,000 90 2,160 -
at $.025 - August 8, 1994
Issuance of common stock for cash 125,000 125 3,000 -
at $.025 - November 11, 1994
Issuance of common stock for cash 130,000 130 3,120 -
at $.025 - November 27, 1994
Net operating loss for the year ended - - - (10,125)
December 31, 1994
Issuance of common stock for cash
at $1.00 - November 23, 1999 7,350 7 7,343 -
Net operating loss for the year ended
December 31, 1999 - - - (7,350)
------- --- ------ -------
BALANCE DECEMBER 31, 1999 412,350 412 17,063 (17,474)
======= ======= ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GEM PORPHYRY, INC.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Years Ended December 31, 1999, 1998, and 1997
and the Period October 19, 1982 (Date of Inception) to December 31, 1999
<TABLE>
<CAPTION>
OCT 19,1982
DEC 31 DEC 31 DEC 31 to
1999 1998 1997 DEC 31,1997
--------- ------- ------- -------
CASH FLOWS FROM
OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net loss $(7,350) $ - $ - $(17,475)
Adjustments to reconcile net loss to
net cash provided by operating
activities - - - -
Capital stock issued for expenses - - - 1,500
Net Cash Used in Operations (7,350) - - (15,975)
--------- ------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
--------- ------- ------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
7,350 - - 15,975
--------- ------- ------- -------
Net Increase (Decrease) in Cash - - - -
Cash at Beginning of Period - - - -
--------- ------- ------- -------
Cash at End of Period $ - $ - $ - $ -
========= ======= ======= =======
NONCASH FLOWS FROM OPERATING ACTIVITIES
Issuance of common capital stock
for services - 1994 $1,500
-------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
GEM PORPHYRY, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
October 19, 1982 with the name of "Malmac, Inc." with authorized common stock of
2,500 shares with no par value. On November 27, 1999 the authorized capital
stock was increased to 100,000,000 shares with a par value of $.001 in
connection with a name change to "Gem Porphyry, Inc.".
On November 27, 1999 the Company completed a forward common stock split of
200 shares for each outstanding share. This report has been prepared showing
after stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the
activity of seeking developmental mining properties and was inactive after 1994.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
- -------------------
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
- ----------------
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
- -------------
At December 31, 1999, the Company had a net operating loss carry forward of
$17,475. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. The net operating loss will expire starting
in 2009 through 2020.
Earnings (Loss) Per Share
- ----------------------------
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding, after the stock split, in
accordance with FASB statement No. 128.
Financial Instruments
- ----------------------
The carrying amounts of financial instruments are considered by management
to be their estimated fair values.
<PAGE>
- ------
GEM PORPHYRY, INC.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
- ---------------------------
Management uses estimates and assumptions in preparing financial statements
in accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows 412,350 shares of
common stock outstanding of which 67,350 shares were acquired by related
parties.
4. GOING CONCERN
The Company will need additional working capital to be successful in its
planned operations.
Continuation of the Company as a going concern is dependent upon obtaining
sufficient working capital to be successful in that effort and the management of
the Company has developed a strategy, which it believes will accomplish this
objective through equity funding, and long term financing, which will enable the
Company to operate for the coming year.
There can be no assurance that the Company can be successful in this
effort.
ARTICLES OF INCORPORATION
-------------------------
OF
--
MALMAC INC.
--------------------
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have this day voluntarily associated ourselves
together for the purpose of forming a corporation under and persuant to the laws
of the State of Nevada, and we do hereby certify:
I
That the name of the corporation shall be:
MALMAC INC.
II
The principal office and place of business of this Corporation shall be
located at 710 South Fourth Street, Las Vegas, Nevada, 89101, and NEIL G.
GALATZ, ESQ., shall be the Resident Agent in charge thereof.
III
Offices for the transaction of business of the corporation may be
established and maintained in any other part of the State of Nevada, or in any
other state, territory or possession of the United States, or any foreign
country.
IV
The nature of business and the objects and purposes proposed to be
transacted, promoted, or carried on by the corporation are, and shall continue
to be, to carry on and conduct any and all lawful activities or business.
V
This corporation is authorized to issue 2,500 shares of common stock of no
par value.
VI
The initial number of shareholders of this corporation is two (2) in
number. The number of directors shall not be less than two (2), provided, that
if the number of stockholders shall be increased to a number in excess of two
(2), the number of directors shall be correspondingly increased, but may not be
less than the number of stockholders, pursuant to the terms of N.R.S. 78.115.
The number of directors of this corporation may from time to time be increased
as set forth herein by an amendment to the By-Laws in that regard, and without
the necessity of amending these Articles of Incorporation.
VII
The names and addresses of the members of the First Board of Directors is
as follows:
Name Address
---- -------
Malcolm Galatz 1883 Avocado Court
Henderson, Nevada 89015
Max Peskin 3710 Nambe Court
Las Vegas, Nevada 89121
VIII
The names and addresses of the incorporators signing these Articles are as
follows:
Name Address
---- -------
Malcolm Galatz 1883 Avocado Court
Henderson, Nevada 89015
Max Peskin 3710 Nambe Court
Las Vegas, Nevada 89121
IX
The capital stock, after the amount of the subscription price is paid,
shall be and remain nonassessable. The private property of the stockholder shall
not be liable for the debts or liability of the corporation.
X
This corporation shall have perpetual existence.
XI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized, subject to the By-Laws, if any,
adopted by the shareholders, to make, alter. or amend the ByLaws of this
corporation.
XII
Meetings of the shareholders may be held outside of the State of Nevada at
such place or places as may be designated from time to time by the Board of
Directors or in the By-Laws of the corporation.
XIII
This corporation reserves the right to amend, alter, change or repeal any
provision contained in the Articles of Incorporation, in the ammner (sic) now or
hereafter prescribed, and all rights conferred upon stockholders herein are
granted subject to this reservation.
IN WITNESS WHEREOF, the undersigned incorporators have executed these
Articles of Incorporation of MALMAC, INC., this 12(th) day of Oct(ober) 1982.
/s/ Malcolm Galatz
--------------------
MALCOLM GALATZ
/s/ Max Peskin
--------------------
MAX PESKIN
STATE OF NEVADA )
ss.
COUNTY OF CLARK )
On this 12th day of October, 1982, before me, the undersigned Notary Public
in and for said county and state, personally appeared MALCOLM GALATZ, known to
me to be the person whose name is subscribed to the foregoing instrument, and he
duly acknowledged to me that he executed the same for the purposes mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Cheryl M. Welford
--------------------
CHERYL M. WELFORD
NOTARY PUBLIC in and for said
County and State
STATE OF NEVADA )
ss.
COUNTY OF CLARK )
On this 12th day of October, 1982, before me, the undersigned Notary Public
in and for said county and state, personally appeared MAX PESKIN, known to me to
be the person whose name is subscribed to the foregoing instrument, and he duly
acknowledged to me that he executed the same for the purposes mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Cheryl M. Welford
--------------------
CHERYL M. WELFORD
NOTARY PUBLIC in and for said
County and State
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF MALMAC, INC.
We the undersigned, Roy Morrow, President and Justine Noerring, Secretary
of Malmac, Inc., do hereby certify: that the Board of Directors of said
corporation at a meeting duly convened, held on the 27th day of November, 1999
adopted a resolution to amend the original articles as follows:
Article First which presently reads as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation shall be:
MALMAC, INC.
Is hereby amended to read as follows:
ARTICLE FIRST
Corporate Name
The name of the corporation shall be:
GEM PORPHYRY, INC.
Article Fifth which presently reads as follows:
ARTICLE FIFTH
Stock
This Corporation is authorized to issue 2,500 shares of common stock of no
par value.
Is hereby amended to read as follows:
ARTICLE FIFTH
Authorized Capital Stock
The total authorized capital stock of the Corporation is 100,000,000 shares
of Common Stock, with a par value of $0.001 (1 mil). All stock when issued shall
be deemed fully paid and non-assessable. No cumulative voting, on any matter to
which Stockholders shall be entitled to vote, shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time, upon
such terms and conditions and for such consideration as the Board of Directors
shall, from time to time, determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this Corporation.
Article Sixth which presently reads as follows:
ARTICLE SIXTH
Directors
The initial number of shareholders of this corporation is two (2) in
number. The number of directors shall not be less than two (2), provided, that
if the number of stockholders shall be increased to a number in excess of two
(2), the number of directors shall be correspondingly increased, but may not be
less than the number of stockholders, pursuant to the terms of N.R.S. 78.115.
The number of directors of this corporation may from time to time be increased
as set forth herein by an amendment to the By-Laws in that regard, and without
the necessity of amending these Articles of Incorporation.
Is hereby amended to read as follows:
ARTICLE SIXTH
Directors
The Directors are hereby granted the authority to do any act on behalf of
the Corporation as may be allow by law. Any action taken in good faith, shall be
deemed appropriate and in each instance where the Business Corporation Act
provides that the Director may act in certain instances where the Articles of
Incorporation so authorize, such action by the Directors, shall be deemed to
exist in these Articles and the authority granted by said Act shall be imputed
hereto without the same specifically having been enumerated herein.
The Board of Directors may consist of from one (1) to nine (9) directors,
as determined, from time to time, by the then existing Board of Directors.
THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
ARTICLE FOURTEENTH
COMMON DIRECTORS
As provide by Nevada Revised Statutes 78.140, without repeating the section
in full here, the same is adopted and no contract or other transaction between
this Corporation and any of its officers, agents or directors shall be deemed
void or voidable solely for that reason. The balance of the provisions of the
code section cited, as it now exists, allowing such transactions, is hereby
incorporated in this Article as though more fully set-forth, and such Article
shall be read and interpreted to provide the greatest latitude in its
application.
ARTICLE FIFTEENTH
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholder for monetary damage for any breach
shall be presumed that in accepting the position as an Officer, Director, Agent
or Counsel, said individual relied upon and acted in reliance upon the terms and
protections provided for by this Article. Notwithstanding the foregoing
sentences, a person specifically covered by this Article, shall be liable to the
extent provided by applicable law, for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or for the payment
of dividends in violation of NRS 78.300.
ARTICLE SIXTEENTH
ELECTION REGARDING NRS 78.378 - 78.3793 AND 78.411 - 78.444
This corporation shall NOT be governed by nor shall the provisions of NRS
78.378 through and including 78.3793 and NRS 78.411 through and including 78.444
in any way whatsoever affect the management, operation or be applied in this
Corporation. This Article may only be amended by a majority vote of not less
than 90% of the then issued and outstanding shares of the Corporation. A quorum
of outstanding shares for voting on an Amendment to this article shall not be
met unless 95% or more of the issued and outstanding shares are present at a
properly called and noticed meeting of the Stockholders. The super-majority
set-forth in this Article only applies to any attempted amendment to this
Article.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 475,000; that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ Roy Morrow
-------------------------------
ROY MORROW, PRESIDENT
/s/ Justine Noerring
-------------------------------
JUSTINE NOERRING, Secretary / Treasurer
State of Utah
County of Salt Lake
On 11/27/99, personally appeared before me, a Notary Public, Roy L. Morrow
and Justine Noerring who acknowledged that they executed the above instrument.
/s/ Christine Blakely
-------------------------------
Notary Public
BY LAWS
OF
GEM PORPHYRY, INC.
(A NEVADA CORPORATION)
-----------------------------------
ARTICLE I
OFFICES
Section 1: PRINCIPAL OFFICES
The principal office for the transaction of the business of the Corporation
is fixed and located at the residence of the President. The Board of Directors
may, from time to time, change the Principal Office from one location to another
as may be necessary. The Secretary shall note any change of the location of the
Principal Office on these By-Laws contiguous this section, or this section may
be amended to identify the new location.
Section 2: OTHER OFFICES
The Board of Directors may, at any time, establish branch or subordinate
offices at any place or places.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1:ANNUAL MEETING
The annual meeting of shareholders shall be held on the last day of August
of each year at 11:30 or at such other date and time that shall be scheduled by
the Board of Directors to the extent that such scheduling is in compliance with
the laws of the State of Nevada. At this meeting, Directors shall be elected,
and any other proper business within the power of the shareholders may be
transacted. In the event that an annual meeting is not held in any year, the
Board of Directors, as then constituted, shall continue to perform their duties
until such annual or special meeting is properly called and they, or any of
them, are re-elected or replaced.
Section 2. PLACE OF MEETINGS
All annual shareholders meetings shall be held at the Corporation's
Principal Office, or at an alternate location selected by the Board of Directors
upon notification to the shareholders as required by Section 4 of these
Articles. All other shareholders meetings shall be held either at the Principal
Office or any other place within or outside the State of that may be designated
either by the Board of Directors in accordance with these Bylaws, or by the
written consent of all persons entitled to vote at the meeting, given either
before or after the meeting and filed with the Secretary of the Corporation.
Section 3: SHAREHOLDER ACTION WITHOUT MEETING
Pursuant to law, any action which could be taken at a meeting of the
shareholders may be taken without a meeting if a written consent thereto is
signed by shareholders holding at least a majority of the voting power of the
Corporation, except that if a different proportion of voting power is required
for such action at a meeting, then that proportion of written consent shall be
required.
Section 4:SPECIAL MEETINGS
A special shareholders meeting, for any purpose whatsoever, may be called
at any time by the President, any Vice-President, the Board of Directors, or one
or more shareholders holding not less than one-tenth (1/10) of the voting power
of the Corporation.
Section 5: NOTICE OF MEETINGS
Written notices specifying the place, day, and hour of the meeting and, in
the case of a special meeting, the general nature of the business to be
transacted, shall be given not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting. Such notice must be given personally or by
mail or by other means of written communication, addressed to the shareholder at
the address appearing on the books of the corporation, or given by the
shareholder to the Corporation for the purpose of notice. If no such address
appears or is given by a shareholder of record entitled to vote at the meeting,
notice is given in the at the place where the Principal Executive Office of the
Corporation is located, or by publication at least once in a newspaper of
general circulation in the county where the Principal Executive Office is
located.
Section 6: WAIVER OF NOTICE
A shareholder may waive notice of any annual or special meeting by signing
a written notice of waiver either before or after the date of such meeting.
Section 7: QUORUM
The presence in person or by proxy of the holders of at least fifty-one
percent (51%) of the outstanding shares entitled to vote at any meeting of the
shareholders shall constitute a quorum for the transaction of business. The
shareholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum, any action taken
(other than adjournment) is approved by at least a majority of the shares
required to constitute a quorum.
Section 8: PROXIES
Every person entitled to vote at a shareholders' meeting of the
Corporation, or entitled to execute written consent authorizing action in lieu
of a meeting, may do so either in person or by proxy executed in writing by the
shareholder or by his or her duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless otherwise
provided in the proxy.
Section 9: VOTING
Except as otherwise provided in the Articles of Incorporation, or by
agreement, or by the general Corporation law, shareholders at the close of
business on the record date are entitled to notice an to vote.
Section 10: LIST OF SHAREHOLDERS
The Secretary shall prepare, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each
shareholder, for any purpose germane to the meeting. This list shall be produced
and kept at the time and place of the meeting during the whole time thereof and
may be inspected by any shareholder present.
Section 11: INSPECTORS
At each meeting of shareholders, the Chairperson of the meeting may appoint
one or more Inspectors of Voting whose duty it shall be to receive and count the
ballots and make a written report showing the results of the balloting. The
Secretary of the Corporation may perform this function.
Section 12: ELECTION BY BALLOT
Election for Directors need not be by ballot unless a shareholder demands
election by ballot at the meeting and before the voting begins. The candidates
receiving the highest number of votes, up to the number of directors to be
elected, shall be elected. No cumulative voting shall be allowed.
Section 13: ORDER OF BUSINESS
The order of business at the annual meeting of the shareholders, insofar as
possible, and at all other meetings of shareholders, shall be as follows:
1. Call to Order
2. Proof of Notice of Meeting
3. Reading and disposing of any unapproved minutes
4. Reports of Officers
5. Reports of Committees
6. Election of Directors
7. Disposition of unfinished business
8. Disposition of new business
9. Adjournment
ARTICLE III
BOARD OF DIRECTORS
Section 1: GENERAL POWERS
Subject to the provisions of the Corporation Act, and any limitations in
the Articles of Incorporation, and any limitations in the Articles of
Incorporation and these Bylaws relating to actions required to be approved by
the shareholders or by the outstanding shares, the business and affairs of the
Corporation shall be managed and all corporate powers shall be exercised by or
under the direction of the Board of Directors.
Section 2: ENUMERATION OF DIRECTOR'S POWER
Without prejudice to these general rules, and subject to the same
limitation, the Board of Directors shall have the power to:
1. Select and remove all officers, agents and employees of the Corporation;
prescribe any powers and duties for them that are consistent with law, with the
Articles of Incorporation, and these Bylaws; fix their compensation; and require
from them security for faithful service.
2. Change the principal Executive Office or the Principal Business Office
from one location to another; cause the Corporation to be qualified to do
business in any other state, territory, dependency, or country and conduct
business within or outside the State of Nevada; and designate any place within
or outside the State of for the holding of any shareholders meeting or meetings,
including Annual Meetings.
3. Adopt, make, or use a Corporate Seal; prescribe the forms of
Certificates of Stock; and alter the form of the Seal and Certificate.
4. Authorize the issuance of shares of stock of the Corporation on any
lawful terms, in consideration of moneys paid, labor done, services actually
rendered, debts or securities cancelled, or tangible or intangible property
actually received.
5. Engage in and/or adopt employment agreements, contracts, or other
employment contracts with independent contractors, companies, government
agencies, or individuals.
Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS
To the extent allowed by the Articles of Incorporation, the Board of
Directors shall be fixed from time to time by resolution of the Board, but shall
not be less than one (1), nor shall it exceed Nine (9). Directors need not be
shareholders of the Corporation. The number of Directors may be increased beyond
nine (9) only by approval of the outstanding shares of the Corporation. The
Directors of the Corporation shall be elected at the Annual Meeting of the
shareholders and shall serve until the next annual or special meeting is
properly called and they, or any of them, are re-elected and until their
successors have been elected and qualified.
Section 4: VACANCIES
A vacancy, or vacancies, on the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if the
Board of Directors, by resolution, declares vacant that office of a Director who
has been declared of unsound mind by an order of court, or convicted of a
felony, or if the authorized number of Directors is increased, the shareholders
fail at any meeting of shareholders at which the Director or Directors are
elected, to elect the number of Directors to be voted for at that meeting. Any
Director may resign effective immediately upon giving written notice to the
Chairperson of the Board, the President, the Secretary, or the Board of
Directors, unless a notice specifies a later time for the resignation to become
effective. If the resignation of a Director is effective at a future time, the
Board of Directors may elect a successor to take office when the resignation
becomes effective. Vacancies on the Board of Directors may be filled by a
majority of the remaining Directors, whether or not less than a quorum, or by a
sole remaining Director, except that a vacancy created by the removal of a
Director by the vote or written consent of the shareholders or by court order
may be filled only by the vote or written consent of the shareholders or by
court order may be filled only by the vote of a majority of the shares entitled
to vote represented at a duly held meeting at which a quorum is present, or by
the unanimous written consent of the shareholders of the outstanding shares
entitles to vote.
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote, except that filling a vacancy created by a removal of a
Director shall require the written consent of the holders of all outstanding
shares entitled to vote. Each Director so elected shall hold office until the
next annual meeting of the shareholders and until a successor has been elected
and qualified.
Section 5: ANNUAL MEETING
Immediately following each annual meeting of shareholders, the Board of
Directors may hold a regular meeting at the place that the annual meeting of
shareholders was held or at any other place that shall have been designated by
the Board of Directors for the purpose of organization, any desired election of
officers, and the transaction of other business. Notice of these regular
meetings shall not be required.
Section 6: NOTICE OF MEETINGS
Notice need not be given of regular meetings of the Board of Directors, nor
is it necessary to give notice of adjourned meetings. Notice of special meetings
shall be in writing by mail at least four (4) days prior to the date of the
meeting or forty-eight (48) hours' notice delivered personally.
Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE
Regular and special meetings of the Board of Directors may be held at any
place within or outside the State of that has been designated from time to time
by the Board. In the absence of such designation, meetings shall be held at the
principal executive office of the Corporation. Any meeting, regular or special,
may be held by conference in the meeting can hear one another, and all such
Directors shall be present in person at the meeting.
Section 8: SPECIAL MEETINGS
The Chairman of the Board or the President, any Vice President, or the
Secretary may call special meetings of the Board of Directors, for any purpose
or purposes, at any time.
Section 9: MAJORITY OF QUORUM
A majority of the authorized number of Directors constitutes a quorum of
the Board for the transaction of business except as hereinafter provided.
Section 10: TRANSACTIONS OF BOARD OF DIRECTORS
Except as otherwise provided in the Articles or these Bylaws, or by law,
every act or decision done or made by a majority of the Directors present at a
duly held meeting at which a quorum is present, is the act of the Board,
provided, however, that any meeting at which a quorum was initially present may
continue to transact business notwithstanding the withdrawal of Directors if any
action taken is approved by a least a majority of the required quorum for such
meeting.
Section 11: ADJOURNMENT
A majority of Directors present at any meeting, whether or not a quorum is
present, may adjourn the meeting to another time and place. If the meeting is
adjourned for more that twenty-four (24) hours, notice of the adjournment to
another time and place must be given prior to the time of the adjourned meeting
to the Directors who were present at the time of the adjournment.
Section 12: CONDUCT OF MEETINGS
The Chairman of the Board, or if there is no such officer, the President,
or in his or her absence, any Director selected by the Director present, shall
preside at the meeting of the Board of Directors. The Secretary of the
Corporation, or in the Secretary's absence any person appointed by the Presiding
Officer, shall act as Secretary of the Board.
Section 13: ACTION WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting if all members of the Board shall individually or
collectively consent, in writing, to such action. Such action by unanimous vote
of the Board of Directors. Such written consent (s) shall be filed with the
minutes of the proceedings of the Board.
Section 14: FEES AND COMPENSATION OF DIRECTORS
Directors and members of committees may receive such compensation, if any,
for their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the Board of Directors. Nothing herein contained
shall be construed to preclude any Director from serving the corporation in any
other capacity as an officer, agent, employee, or otherwise, and receiving
compensation for such services.
Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS
No bonuses of share in the earnings or profits of the Corporation shall be
paid to any of the officers, Directors, or employees of the Corporation except
as approved by the Board of Directors.
ARTICLE IV
OFFICERS
Section 1: OFFICERS
The officers of the Corporation shall be a President, a Vice-President, a
Secretary, and a Chief Financial Officer (Treasurer). The Corporation may also
have, at the discretion of the Board of Directors, a Chairman of the Board, one
or more Assistant Secretaries, one or more Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article IV. The same person, except the offices of President and Secretary,
may hold any number of offices.
Section 2: ELECTION OF OFFICERS
The officers of the Corporation, except such officers as may be appointed
in accordance with the provisions of Section 3 or Section 5 of this Article IV
shall be chosen by the Board of Directors, and each shall serve at the pleasure
of the Board, subject to the rights, if any, of an officer under any contract of
employment.
Section 3: SUBORDINATE OFFICERS
The Board of Directors may appoint, and may empower the President to
appoint, such other officers as the business of the corporation may require.
Each of them shall hold office for such period, have such authority and perform
such duties as are provided in the Bylaws, or as the Board of Directors may from
time to time determine.
Section 4: REMOVAL AND RESIGNATION OF OFFICERS
Subject to the rights, if any, of an officer under a contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board, or, except
in case of an officer chosen by the Board of Directors. Any officer may resign
at any time by giving written notice to the Corporation. Any resignation shall
take effect on the date of receipt of that notice, or at any later time
specified in that notice, unless otherwise specified in that notice. Any
resignation is without prejudice to the rights, if any, of the corporation under
any contract for which the officer is a party.
Section 5: VACANCIES IN OFFICES
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause, shall be filled in the manner prescribed
in these Bylaws for regular appointments to that office.
Section 6: PRESIDENT
Subject to such powers, if any, as may be given by the Bylaws or Board of
Directors to other officers of the Corporation, the President shall be the
General Manager and Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the Corporation. He
shall have the general powers and duties of management usually vested in the
officer of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.
Section 7: VICE PRESIDENT
In the absence or disability of the President, 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
of the restrictions upon, the President. The sole duty of the Vice-President of
this Corporation shall be to function as a representative of the President in
such case as the President may be absent or disabled. The Vice-President may,
when not acting in the representative capacity of the President, hold other
positions and be assigned other duties within the Corporation.
Section 8: SECRETARY
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of Directors, committees of Directors and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice given, the names of those present at
Director meetings or committee meetings, the number of shares present or
represented at shareholders meetings, and the proceedings. The Secretary shall
keep, or cause to be kept, at the principal executive office or at the officer
of the Corporation shall give, or cause to be given, notice of all meetings of
the shareholders, of the Board of Directors, and of committees of the Board of
Directors required by the Bylaws or by law to be given. The Secretary shall keep
the seal of the Corporation, if one is adopted, in safe custody and shall have
such other powers and perform such other duties as may be prescribed by the
Board of Directors or by the Bylaws.
Section 9: CHIEF FINANCIAL OFFICER
The Chief Financial Officer (Treasurer) shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The book of accounts shall at all reasonable
times be opened to inspection by any Director. The Chief Financial Officer 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 Chief Financial
Officer and of the financial condition of the Corporation, and shall have other
powers and perform other such duties as may be prescribed by the Board of
Directors or the Bylaws.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
Section 1: AGENTS, PROCEEDINGS, AND EXPENSES
For the purpose of this Article, "agent" means any person who is, or was, a
Director, Officer, employee, or other agent of this Corporation, or is, or was,
serving at the request of this Corporation as a Director, officer, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust or other enterprise, or was a Director, officer, employee, or agent of a
foreign or domestic corporation which was a predecessor corporation of this
corporation or of another enterprise at the request of such predecessor
corporation; "proceeding" means any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative, or investigative; and
"expenses" includes, without imitation, attorney's fees and any expenses of
establishing a right to indemnification under Section 4 or Section 5 of this
Article.
Section 2: ACTIONS OTHER THAN BY THE CORPORATION
This Corporation shall defend and indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other than an
action by or in the right of this Corporation) by reason of the fact that such
person is or a was an agent of this Corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and in a
manner that person reasonably believed to be in the best interests if this
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a pleas of nolo
contendere or its equivalent shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interest of this Corporation or that the person had
reasonable cause to believe that the person's conduct was lawful.
Section 3: ACTIONS BY THE CORPORATION
This 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 by
or in the right of this Corporation to procure a judgment in its favor by reason
of the fact that said person is or was an agent, counsel to the Corporation,
against expenses actually and reasonably incurred by that person in connection
with the defense or settlement of that action if that person acted in good
faith, in a manner that person believed to be in the best interests of this
Corporation and with such care, including reasonably inquiry, that such action
would not be deemed grossly negligent on the part of such agent ( for the
purposes of this Article V, the term "agent" shall mean and include all
officers, directors, counsel, and employees). Indemnification shall be available
under this Section 3, conditioned only upon the following:
(a) In respect of any claim, issue or matter as to which that person may be
liable to this Corporation, the duty and obligation of the Corporation to defend
and indemnify such agent shall be absolute unless and only to the extent that
the court in which that action was brought shall determine, upon application,
that in view of all the circumstances of the case, said person acted with
reckless disregard equated to gross negligence with regard to the specific
claims made against said person;
(b) The indemnification provisions set-forth herein are to be interpreted
as broadly as possible in their application to any officer, director, counsel or
agent of the corporation, to include accountants and counsel for the
corporation. Such interpretation shall treat these provisions as continuing
contractual obligations of the corporation and subsequent modification shall not
limit the effect of these provisions as applied to the covered classes who were
so covered, at any time following adoption hereof.
Section 4: SUCCESSFUL DEFENSE BY AGENT
To the extent that an agent of this corporation has been successful on the
merits or otherwise in defense of any proceeding referred to in Section 2 or 3
of this Article, or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith. An agent shall be deemed successful if the Court
fails to make a specific finding regarding the degree of fault as set forth in
Section 3, hereinabove.
Section 5: REQUIRED APPROVAL
Except as provided in Section 4 of this Article, any indemnification under
this Article shall be made by this Corporation only if authorized in the
specific case on a determination that indemnification of the agent is proper in
the circumstances because the agent is proper in the circumstances because the
agent has met the applicable standard of conduct set forth in Section 2 or 3 of
this Article, by:
(a) A majority vote of a quorum consisting of Directors who are not parties
to the proceeding;
(b) Approval by the affirmative vote of a majority of the shares of this
corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by written consent of holders of a majority of the
outstanding shares entitled to vote; or
(c) The court in which the proceeding is or was pending, on application
made by this corporation or the agent or the attorney or other person rendering
services in connection with the defense, whether or not such application by the
agent, attorney or other person is opposed by this Corporation.
Section 6: ADVANCE OF EXPENSES
Expenses incurred in defending any proceeding may be advanced by this
Corporation before the final disposition of the proceeding on receipt of an
understanding by or on behalf of the agent to repay the amount of the advance
unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this Article.
Section 7: OTHER CONTRACTUAL RIGHTS
Nothing contained in this Article shall affect any right to indemnification
to which persons other than Directors and officers of this Corporation or any
subsidiary hereof may be entitled to contract or otherwise.
Section 8: INSURANCE
Upon and in the event of a determination by the Board of Directors of this
Corporation to purchase such insurance, this Corporation shall purchase and
maintain insurance on behalf of any agent of the corporation against any
liability asserted against or incurred by the agent in such capacity or arising
out of the agent's status as such whether or not this corporation would have the
power to indemnify the agent against that liability under the provisions of this
section.
Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN
This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of any employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
Corporation as defined in Section 2 of this Article. Nothing contained in this
Article shall limit any right to indemnification to which such trustee,
investment manager, or other fiduciary may be entitled by contract or otherwise,
which shall be enforceable to the extent permitted by applicable law other than
this Article.
ARTICLE VI
STOCK CERTIFICATES
Section 1: FORM
The shares of the Corporation shall be represented by certificates signed
by the President or Vice President, and the Chief Financial Officer or the
Secretary of the Corporation. Any or all of such signatures may be facsimiles if
countersigned by a transfer agent, or registered by a registrar, other than the
Corporation itself or an employee of the Corporation. Each such certificate
shall also state:
(a) The name of the record holder of the shares represented by such
certificate;
(b) The number of shares represented thereby;
(c) A designation of any class or series of which such shares are a part;
(d) That the corporation is organized under the laws of the State of
Nevada.
(e) Any restrictions applicable to the shares shall be so designated on the
face thereof.
Section 2:TRANSFERS
Transfer of shares of the Corporation shall be made in the manner set forth
in the Nevada Uniform Commercial Code. The Corporation shall maintain stock
transfer books, and any transfers shall be registered thereon only on request
and surrender of the stock certificate representing the transferred shares, duly
endorsed; if transfer is by Power of Attorney, the Power of attorney shall be
deposited with the Secretary of the Corporation or with the designated Transfer
Agency.
Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES
No certificate or shares of stock in the Corporation shall be issued in
place of any certificate alleged to have been lost, destroyed, stolen, or
mutilated except on production of such evidence and provision of such indemnity
to the Corporation as the Board of Directors may prescribe.
ARTICLE VII
CORPORATE ACTIONS
Section 1: CONTRACTS
The Board of Directors may authorize any officer or officers, or any agent
or agents of the Corporation, to enter into any contract or to execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2: LOAN
No loan shall be made by the Corporation to its officers or Directors, and
no loan shall be made by the Corporation secured by its shares. No loan shall be
made or contracted on behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by resolution of the Board of
Directors. Such authority may be general or confined to specific instances.
Section 3: CHECKS, DRAFTS, OR ORDERS
All checks, drafts, or other orders for the payment of money by or to the
Corporation and all notes and other evidence of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents
of the Corporation, and in such manner as shall be determined by resolution of
the Board of Directors.
Section 4: BANK DEPOSITS
All funds of the Corporation and otherwise employed, shall be deposited to
the credit of the Corporation in such banks, trust companies, or other
depositories as the Board of Directors may select.
ARTICLE III
MISCELLANEOUS
Section 1: INSPECTION OF CORPORATE RECORDS
The stock ledger and minute books may be kept by any information storage
device if readily convertible into legible form. Any shareholder of record, in
person or by an attorney or agent who presents proof of such position with
guaranteed signature on such proof, may, upon written demand under oath, stating
purpose, inspect for any proper purpose, the stock ledger, list of shareholders
and make written extracts of the same. Such extracts shall be made in writing by
the individual preparing or requesting such inspection and such inspection shall
be during normal business hours and shall not be made without at least five (5)
business days written notice thereof. Such notice, to be effective must be
received not at least five (5) business days prior to the proposed inspection
date, a signed receipt from the US Postal Service shall be proof of such notice
and the date of receipt.
Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS
The original or a copy of the Articles of Incorporation and Bylaws of the
Corporation, as amended or otherwise altered to date, and certified by the
Secretary of the Corporation, shall at all times be kept at the principal
executive office of the Corporation. Such Articles and Bylaws shall be open for
inspection to all shareholders of record or holders of voting trust certificates
at all reasonable times during the business hours of the Corporation.
Section 3: FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
of each year and end at midnight on the last day of December of the same year or
as otherwise determined by the Board of Directors.
Section 4:CONSTRUCTION AND DEFINITION
Unless the context requires otherwise, the general provisions, rules of
construction, and definitions contained in the applicable Nevada Status which
shall govern the construction of these Bylaws.
Without limiting the foregoing, the masculine gender where used included
the feminine and neuter, the singular number includes the plural, and the plural
number includes the singular, "shall" is mandatory and "may" is permissive; and
"person" includes the Corporation as well as a natural person.
ARTICLE IX
AMENDMENTS TO BYLAWS
These Bylaws may be amended at any time by a majority vote of the Board of
Directors or by a majority vote of the outstanding shares held by the
shareholders of the corporation.
CERTIFICATE OF SECRETARY OF ADOPTION BY DIRECTORS
I HEREBY CERTIFY that I am the duly elected, qualified and acting Secretary
of the above-named Corporation and that the above and foregoing Bylaws were
adopted as the Bylaws of said Corporation on the date set forth above by a
majority of vote of the shareholders of said Corporation.
Date: 11/2/99
/s/ Justine Noerring
---------------------
Secretary
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
GEM PORPHYRY, INC.
We hereby consent to the use of our report dated January 17, 2000, for the
period ended at December 31, 1999, 1998 and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 37, 1998 and the years ended December 31, 1999, and 1998, and 1997 and the
period October 19, 1982 (date of inception) to December 31, 1999 in the
registration statement of GEM PORPHYRY, INC. filed in the form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.
/s/ Andersen Andersen and Strong L.L.C.
January 17, 2000
Salt Lake City, Utah
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